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): October 3,
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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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
8.01 Other
Events
On
September 16, 2008, SunPower Corporation (the “Company”) publicly commented on
the Chapter 11 bankruptcy of Lehman Brothers Holdings Inc. (Lehman)
and similar administration proceedings (analogous to bankruptcy) of its
subsidiary Lehman Brothers International (Europe) Limited (LBIE) in the United
Kingdom.
The
Company did not enter into a call spread or other similar arrangement with
Lehman, LBIE, or Lehman Brothers Inc. in connection with the share lending
agreement. The Company does not have any material investments or
cash held by Lehman, LBIE or Lehman Brothers Inc.
Although
the share lending agreement does not require cash payment upon return of the
shares, physical settlement is required. Accordingly, the loaned shares must
be
returned to the Company at the end of the arrangement. In view of this share
return provision and other contractual undertakings of LBIE in the share lending
agreement, which have the effect of substantially eliminating the economic
dilution that otherwise would result from the issuance of the borrowed shares,
historically the lent shares were not considered issued and outstanding for
purposes of computing and reporting the Company’s basic and diluted weighted
average shares or earnings per share.
After
reviewing the circumstances
of the
Lehman bankruptcy and LBIE administration proceedings with its independent
auditors and legal advisors, the Company has determined that it will record
the
loaned shares as issued and outstanding starting on September 15, 2008, the
date
on which LBIE commenced administration proceedings, for the purpose of computing
and reporting the Company’s basic and diluted weighted average shares and
earnings per share.
The
Company continues to closely monitor the Lehman
bankruptcy and LBIE administration proceedings and intends to pursue all
appropriate actions to defend its rights under the share lending agreement,
including but not limited to filing a claim for the cash value of the shares
lent to Lehman.
Forward-Looking
Statements
This
Form
8-K contains forward-looking statements, and assumptions underlying those
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 and phrases such
as
"would," “intends,” and similar expressions to identify forward-looking
statements. Forward-looking statements in this Form 8-K include, but are not
limited to, statements regarding the ability of LBIE to return the borrowed
shares, the Company’s legal rights and remedies in the Lehman and LBIE
proceedings, and the legal and accounting ramifications for the Company of
the
Lehman and LBIE proceedings. These forward-looking statements are
based on information available to the Company as of the date of this release
and
management's 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, most of which are beyond
the Company’s control. In particular, risks and uncertainties that could cause
actual results to differ include the difficulty of predicting the outcome of
legal proceedings involving Lehman and LBIE, uncertainty regarding the assets
available in the Lehman and LBIE estates to satisfy claims of creditors, the
uncertain nature of the Company’s legal position vis-a-vis Lehman and LBIE, and
other risks described in the Company’s Quarterly Report on Form 10-Q for the
quarter ended June 29, 2008, 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.
# # #
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:
October 6, 2008
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By: | /s/ Bruce R. Ledesma |
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Name:
Bruce R. Ledesma
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Title:
General Counsel and Corporate Secretary
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