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): September 25, 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
2.04
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Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet
Arrangement.
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If and to
the extent required by applicable rule or regulation, the information contained
under Item 8.01 below is hereby incorporated by reference into this Item
2.04.
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Item
8.01
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Other
Events.
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The last
reported sale price of SunPower Corporation’s class A common stock on at
least 20 of the last 30 trading days during the company's third fiscal
quarter ending September 28, 2008 equaled or exceeded $70.94, which represents
125% of the conversion price for one of the company's two outstanding
series of senior convertible debentures. Accordingly, pursuant to the
terms of the indenture governing the company's $200 million
aggregate principal amount of 1.25% senior convertible debentures due 2027, the
market price conversion trigger has been satisfied and the debentures may
be converted at the holders'
option during the company's fourth fiscal quarter ending
December 28, 2008.
The
disclosure above is qualified in its entirety by the text of the applicable
indenture and first supplemental indenture, which describe in further
detail all of the conversion features of the debentures and which were filed on
February 8, 2007 with Securities and Exchange Commission as exhibits to the
company’s Current Report on Form 8-K.
A copy of
the press release, dated September 25, 2008, announcing the satisfaction of the
market price conversion trigger is filed herewith as Exhibit 99.1 and
incorporated by reference herein.
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Item 9.01
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Financial
Statements and Exhibits.
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(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 September 25, 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:
September 25, 2008
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By:
/s/ Bruce Ledesma
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Name:
Bruce Ledesma
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Title:
General Counsel and Corporate
Secretary
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Exhibit No.
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Description
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99.1
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Press
Release dated September 25, 2008
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FOR
IMMEDIATE RELEASE
Contacts:
Bob
Okunski
Sr.
Director of Investor Relation
408-240-5447
Helen
Kendrick
Communications
Manager
408-240-5585
SunPower
Announces Triggering Event for Convertibility of $200M
Senior
Convertible Debentures Due 2027
SAN JOSE, Calif., Sept. 25,
2008 – SunPower Corporation (Nasdaq: SPWR), a Silicon Valley-based
manufacturer of high-efficiency solar cells, solar panels and solar systems,
today announced that the last reported sale price of its class A common stock on
at least 20 of the last 30 trading days during the fiscal quarter ending
September 28, 2008 has equaled or exceeded $70.94, which represents 125% of the
conversion price for one series of its outstanding senior convertible
debentures. Accordingly, pursuant to the terms of the indenture
governing its $200 million aggregate principal amount of 1.25% senior
convertible debentures due 2027, the market price conversion trigger has been
satisfied and the debentures may be converted at the holders’ option during
SunPower’s fourth fiscal quarter ending December 28, 2008.
Although
the market value of the debentures relative to the value holders would receive
upon conversion has declined during the third fiscal quarter, the current market
value of the debentures remains in excess of the conversion
value. Accordingly, if the market value of the debentures remains at
these levels, holders might not have an economic incentive to convert their
debentures. The current capital market conditions, credit
environment, and the recent prohibition on “naked” short selling announced by
the U.S. Securities and Exchange Commission could, however, create incentives
for holders to convert their debentures that did not exist in prior
quarters.
Pursuant
to the terms of the indenture, the principal amount of any debentures
surrendered for conversion must be settled in cash. To the extent
that the conversion obligation exceeds the principal amount of any debentures
converted, SunPower must satisfy the remaining conversion obligation of the
1.25% senior convertible debentures due 2027 in shares of its class A common
stock.
As a
result of the class A common stock price conversion trigger, SunPower will
classify the $200 million aggregate principal amount of the debentures as
short-term debt on its September 28, 2008 balance sheet. If the class
A common stock price conversion test is not met in a subsequent quarter, the
debentures may be re-classified as non-current debt as of the end of such
quarter.
The
common stock price conversion test will not be met for SunPower’s $225 million
aggregate principal amount of its 0.75% senior convertible debentures due 2027,
as the class A common stock closing price for at least 20 of the last 30 trading
days of this quarter has not equaled or exceeded $102.80, which represents 125%
of the applicable conversion price for this series of the company’s outstanding
senior convertible debentures. Therefore, this series of convertible
debentures will not be convertible into common stock based on this trigger
during the fiscal quarter ending on December 28, 2008. If the common
stock price conversion test is met in a subsequent quarter, these debentures may
also be re-classified as short-term debt.
SunPower’s
principal current sources of liquidity are cash on its balance sheet, cash
generated by operations and borrowings under its credit
facilities. Based on SunPower's current financial condition,
management believes that liquidity from these sources, combined with the
potential availability of future sources of funding, including accessing debt
and equity markets, will be adequate to fund SunPower’s current and long-term
debt obligations, and fund its planned capital expenditures and business plans
over the next 12 months. If a significant number of debentures were
to be submitted for conversion, however, SunPower may need to take steps to
enhance liquidity or pursue other courses of action with respect to the
debentures.
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, Australia, and
Asia. For more information, visit www.sunpowercorp.com. SunPower
is a majority-owned subsidiary of Cypress Semiconductor Corp. (NYSE:
CY).
Forward-Looking
Statement
This
press release contains forward-looking statements, and assumptions underlying
these 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. SunPower uses words and
phrases such as “may,” “might,” “could,” “believe,” and similar expressions to
identify forward-looking statements. Forward-looking statements in this press
release include, but are not limited to, our beliefs with regard to the
likelihood that holders of our senior convertible debentures
will elect to convert, our belief that the sources of liquidity
described above will be sufficient to fund our obligations and operations for
the next 12 months, and our ability to take steps to enhance liquidity or pursue
other courses of action with respect to the debentures in the event of
significant demand for conversion. Such statements are based on
management’s current expectations and are subject to a number of factors and
uncertainties, including the volatility of the trading price of SunPower’s class
A common stock, the associated market value of the debentures, the individual
motivations of particular holders of our debentures including the need for
liquidity and the effects of government regulation, our ability to generate cash
as needed from operations and from debt and equity financing sources, our
ability to take steps to enhance liquidity or pursue other courses of action
with respect to the debentures in a timely and economically attractive fashion
should we desire to do so, and other risks described in SunPower's Quarterly
Report on Form 10-Q for the quarter ended June 29, 2008 and other filings with
the Securities Exchange Commission. These forward-looking
statements should not be relied upon as representing SunPower’s views as of any
subsequent date, and SunPower 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 Corp. Cypress is a registered trademark of
Cypress Semiconductor Corp. All other trademarks are the property of
their respective owners.