UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________________
FORM
8-K
___________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): February 8, 2008
___________________
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SunPower
Corporation
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(Exact
Name of Registrant as Specified in
Charter)
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___________________
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Delaware
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000-51593
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94-3008969
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
No.)
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Identification
No.)
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3939
North First Street, San Jose, California 95134
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(Address
of Principal Executive Offices) (Zip
Code)
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Registrant’s
telephone number, including area code: (408) 240-5500
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N/A
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(Former
Name or Former Address, if Changed Since Last
Report)
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___________________
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction
A.2. below):
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r
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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r
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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r
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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r
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01.
Entry into a Material Definitive Agreement.
On
February 8, 2008, SunPower Corporation (“SunPower”) entered into a polysilicon
supply agreement (the “Agreement”) with Jupiter Corporation
Ltd. (“Jupiter”). The Agreement provides the general terms and conditions
pursuant to which SunPower will purchase fixed annual quantities of
polysilicon at specified prices from 2010 through 2016. SunPower
expects to supply the polysilicon to third parties that will manufacture ingots
using such polysilicon for SunPower. The aggregate quantity of
polysilicon to be purchased over the term of the Agreement is expected to
support more than 3 gigawatts of solar cell manufacturing production based
on SunPower’s expected silicon utilization during such
period. SunPower’s payment obligations under the Agreement represent
a material financial obligation of the company.
Item 7.01.
Regulation FD Disclosure.
On
February 14, 2008, SunPower issued a press release announcing its entry into the
Agreement. A copy of the press release is attached to this report as Exhibit
99.1. In accordance with General Instruction B.2 of Form 8-K, the information
set forth herein and in the press release is deemed to be “furnished” and shall
not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934,
as amended. The information set forth in Item 7.01 of this report shall not
be deemed an admission as to the materiality of any information in this report
on Form 8-K that is required to be disclosed solely to satisfy the requirements
of Regulation FD.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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99.1
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Press
Release dated February 14, 2008
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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SUNPOWER
CORPORATION
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Date:
February 14, 2008
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By:
/s/ Emmanuel Hernandez
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Name:
Emmanuel Hernandez
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Title:
Chief Financial Officer
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Exhibit No.
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Description
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99.1
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Press
Release dated February 14, 2008
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FOR
IMMEDIATE RELEASE
Contacts:
Julie
Blunden
Vice
President External Affairs
408-240-5577
Manny
Hernandez
SunPower
Corporation
408-240-5574
SunPower
Announces 3-Gigawatt Silicon Supply Agreement with Jupiter, Qingdao DTK
Industries Co., Ltd.
SAN JOSE, Calif., February 14, 2008 –
SunPower Corporation (Nasdaq: SPWR), a Silicon Valley-based manufacturer
of high-efficiency solar cells, solar panels and solar systems, today announced
that it has signed a multi-year polysilicon supply agreement with Jupiter Corp.,
Ltd., a sales office of Qingdao DTK Industries Co., Ltd. (Jupiter, Qingdao DTK),
a corporation based in China.
Starting
in 2010 and continuing through 2016, SunPower has
contracted to purchase increasing volumes of polysilicon from Jupiter, Qingdao
DTK. The agreement will provide polysilicon volumes sufficient to
manufacture more than 3 gigawatts of solar cells based on SunPower’s expected
silicon utilization during this period. Jupiter, Qingdao DTK will
build a new polysilicon manufacturing facility in Qingdao, China, in order to
produce the polysilicon that will be supplied under the terms of this
agreement.
“SunPower
is pleased to partner with Jupiter, Qingdao DTK as it extends its expertise into
polysilicon manufacturing,” said Tom Werner, CEO of
SunPower. “Jupiter, Qingdao DTK will provide polysilicon to our ingot
suppliers, supporting our drive to scale rapidly and cost-effectively to meet
the demand for our high-efficiency solar systems.”
“We are
looking forward to our new partnership with SunPower that will help build a
cleaner environment for future generations,” said Indi Sohal, CEO of Jupiter and
Qingdao DTK Industries. We share Sunpower’s vision to expand the solar industry
and make it the premier renewable energy choice. Jupiter, Qingdao DTK
is excited to support SunPower’s vision and to build a low cost polysilicon
manufacturing solution in China.”
About
SunPower
SunPower
Corporation (Nasdaq: SPWR) designs, manufactures and delivers high-performance
solar electric systems worldwide for residential, commercial and utility-scale
power plant customers. SunPower high-efficiency solar cells and solar
panels generate up to 50 percent more power than conventional solar technologies
and have a uniquely attractive, all-black appearance. With headquarters in San
Jose, Calif., SunPower has offices in North America, Europe and Asia. For more
information, visit www.sunpowercorp.com. SunPower is a majority-owned
subsidiary of Cypress Semiconductor Corp. (NYSE: CY).
About Jupiter, Qingdao DTK Industries Co.
Ltd.
Jupiter
Corporation Ltd., a sales office of Qingdao DTK Industries Co. Ltd.,
is awholly owned and operated European company belonging to the Sohal
Family. Affiliate companies include Chinese manufacturing plants
which includes construction, uniform supply to the service industries and
managed services for multinationals in Europe. For more information
visit www.gtk-global.com.
Forward-Looking
Statement
This
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements are statements that do not represent
historical facts. The company uses words such as "will," and similar
expressions to identify forward-looking statements. Forward-looking
statements in this press release include, but are not limited to, the company’s
plans and expectations regarding (a) Jupiter, Qingdao DTK is providing
sufficient volumes of polysilicon starting in 2010 and continuing through 2016
to manufacture more than 3 gigawatts of solar cells based on the company’s
expected silicon utilization during this period; (b) Jupiter, Qingdao DTK’s
building a new polysilicon manufacturing facility in Qingdao, China, in order to
produce the polysilicon that will be supplied under the terms of the agreement;
and (c) Jupiter, Qingdao DTK’s providing polysilicon to the company’s ingot
suppliers. These forward-looking statements are based on information
available to the company as of the date of this release and current
expectations, forecasts and assumptions and involve a number of risks and
uncertainties that could cause actual results to differ materially from those
anticipated by these forward-looking statements. Such risks and
uncertainties include a variety of factors, some of which are beyond the
company’s control. In particular, risks and uncertainties that could
cause actual results to differ include risks associated with (i) Jupiter,
Qingdao DTK’s ability to construct and operate a new polysilicon manufacturing
facility in Qingdao China, (ii) Jupiter, Qingdao DTK’s ability to ramp
production at a new facility as scheduled and deliver polysilicon as agreed;
(iii) the company’s ability to ramp new production lines; (iv) the company’s
ability to realize expected manufacturing efficiencies; (v) the company’s
ability to reduce kerf loss and otherwise achieve anticipated reductions in
silicon usage efficiency; (vi) production difficulties that could arise; (vii)
the success of the company’s ongoing research and development efforts; (viii)
the company’s ability to obtain adequate supply of polysilicon, ingots and
wafers to manufacture the company’s products and the price the company pays for
such materials; (ix) the potential renegotiation of or non-performance by
parties to the company’s supply and customer contracts; (x) unforeseen
manufacturing equipment delays at the company’s fabrication facilities and panel
factories; and (xi) other risks described in the company’s Quarterly Report on
Form 10-Q for the quarter ended September 30, 2007, and other filings with the
Securities and Exchange Commission. These forward-looking statements
should not be relied upon as representing the company’s views as of any
subsequent date, and the company is under no obligation to, and expressly
disclaims any responsibility to, update or alter its forward-looking statements,
whether as a result of new information, future events or otherwise.
# # #
SunPower
is a registered trademark of SunPower Corporation. Cypress is a registered
trademark of Cypress Semiconductor Corp. All other trademarks are the
property of their respective owners.