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 29, 2008
SUNPOWER
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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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
of
Incorporation)
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(Commission
File No.)
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(I.R.S.
Employer
Identification
No.)
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3939
North First Street, San Jose, California 95134
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (408) 240-5500
N/A
(Former
Name or Former Address, if Changed Since Last Report)
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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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As of
September 29, 2008, SunPower Corporation (the “Company”) had 42,033,287 shares
of its Class B common stock (the “Class B common stock”) issued and
outstanding. All of the Class B common stock was owned by
Cypress Semiconductor Corporation (“Cypress”). After the close of
trading on the New York Stock Exchange on September 29, 2008, Cypress
completed a spin-off (the “spin-off”) of all of the shares of Class B
common stock, in the form of a pro rata dividend to the holders of record as of
September 17, 2008 (the “record date”) of Cypress common
stock.
Cypress
stockholders received .27426764 shares of Class B common stock for each share of
Cypress common stock held as of the record date. No consideration was
paid by any Cypress stockholder to receive the distribution of Class B common
stock. Only whole shares of Class B common stock were delivered to Cypress
stockholders, and those Cypress stockholders entitled to a fractional share of
Class B common stock will receive a cash payment for their fractional share
interest.
Each
share of SunPower’s Class A common stock is entitled to one vote, and each share
of Class B common stock is entitled to eight votes. The Class B
common stock represents approximately 88.5% of the combined voting power of all
of the Company’s voting stock.
As a
result of the spin-off, Cypress no longer has the right to appoint a
representative to serve on each committee of SunPower’s Board of
Directors.
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.
Date:
September 29, 2008
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SunPower
Corporation
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By:
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/s/
Bruce Ledesma
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Name:
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Bruce
Ledesma
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Title:
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General
Counsel and Corporate Secretary
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