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): November
4,
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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001-34166
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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
1.01. Entry into a Material Definitive Agreement.
On
November 4, 2008, SunPower Italia S.r.l. (“SunPower Italia”), a subsidiary of
SunPower Corporation (“SunPower”), entered into a Photovoltaic Equipment Master
Supply Agreement (the “Supply Agreement”) with Ecoware S.p.A.
(“Ecoware”). The Supply Agreement sets forth the material terms and
conditions pursuant to which SunPower would sell and Ecoware would purchase
approximately 132 megawatts of solar panels between 2009 and
2012. The Supply Agreement is a material revenue opportunity for
SunPower on a consolidated basis.
Item
7.01. Regulation FD Disclosure.
On
November 10, 2008, SunPower issued a press release announcing entry into the
Supply Agreement with Ecoware. 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 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 November 10, 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:
November 10, 2008
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By:
/s/ Bruce Ledesma
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Name:
Bruce Ledesma
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Title:
Corporate Secretary and General
Counsel
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SUNPOWER
AND ECOWARE SIGN 130 MEGAWATT, FOUR-YEAR CUSTOMER AGREEMENT
SunPower
to Ship to Italian Solar Integrator in First Quarter of 2009 to Meet Growing
Demand for Solar
SAN JOSE,
Calif., Nov 10, 2008 /PRNewswire-FirstCall via COMTEX News Network/ -- SunPower
Corporation (Nasdaq: SPWRA, SPWRB), a Silicon Valley-based manufacturer of
high-efficiency solar cells, solar panels and solar systems, today announced it
has signed a customer contract with Italian solar plant integrator Ecoware,
S.p.A.
Under the
terms of the agreement, SunPower will provide Ecoware with at least 130
megawatts of its high-efficiency solar panels over the next four years. Ecoware
will begin receiving SunPower's solar panels under the agreement in the first
quarter of 2009.
"As
electric rates continue to rise, SunPower recognizes the long-term growth
opportunity for solar power in Italy and throughout Europe," said Howard Wenger,
SunPower's president, global business units. "SunPower's high-efficiency solar
panels improve the energy delivery and will lower the levelized cost of energy
of Ecoware's ground mounted trackers."
Ecoware
is a leading Italian systems integrator, designing turn-key power plant
solutions. It manufactures dual-axis ground mounted tracker systems, and has
designed and installed many solar parks throughout Italy. Ecoware also plans to
expand its business into Southern and Eastern Europe.
"SunPower's
high-efficiency solar panels maximize the energy output from each of our
proprietary ground-mounted tracker systems by up to 50 percent when compared to
conventional solar panels," said Leopoldo Franceschini, president of Ecoware.
"Italy's abundant sunshine and strong support for solar power offer us the
opportunity to substantially expand our operations as one of Italy's leading
solar integrators."
About
SunPower
SunPower
Corporation (Nasdaq: SPWRA, SPWRB) 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 http://www.sunpowercorp.com.
About
Ecoware
Ecoware
(belonging to Kerself Group, listed on the Italian Stock Exchange - Expandi
Market), a leading Italian turn-key PV contractor, designs, manufactures and
installs commercial and utility-scale power plants with its brand of bankable
fixed and biaxial solutions. Member of Kerself Group, Ecoware offers a truly
unique range of services including well established scouting operations in Italy
and is expanding into both Southern and Eastern European markets. Ecoware
headquarters are in Padua, Italy, forty minutes from Venice, Marco Polo Airport.
For more information, visit http://www.ecoware.eu.
Forward-Looking
Statement
This
press release contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934, and as defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements that do not represent historical
facts. We use words such as "growing," "will," "continue," "plan," "expand," and
similar expressions to identify forward-looking statements. Forward-looking
statements in this press release include, but are not limited to, our plans and
expectations regarding (a) the growing demand for solar and the long term growth
opportunity for solar power in Italy and throughout Europe, (b) electrical rates
continuing to rise, (c) providing Ecoware with at least 130 megawatts of its
high-efficiency solar panels over the next four years, beginning in the first
quarter of 2009, (d) lowering the levelized cost of energy of Ecoware's
ground
mounted
trackers, and (e) Ecoware's expansion plans into Southern and Eastern Europe.
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, some of which are beyond the company's control. In particular, risks
and uncertainties that could cause actual results to differ include: (i) the
company's ability to obtain and maintain an adequate supply of polysilicon,
ingots, wafers and other materials, components and products to manufacture its
component products; (ii) business and economic conditions, including the current
uncertain economic environment and credit crisis, and growth trends in the solar
power industry; (iii) the continuation of governmental and related economic
incentives promoting the use of solar power; (iv) the continued availability of
third-party financing arrangements for the company's and Ecoware's customers;
(v) construction difficulties or potential delays in the project implementation
process, including transmission access and upgrades; (vi) unanticipated delays
or difficulties securing necessary permits, licenses or other governmental
approvals; (vii) the risk of continuation of supply of products and components
from suppliers; (viii) unanticipated problems with deploying the system on the
sites; (ix) the company's ability to ramp new production lines and realize
expected manufacturing efficiencies; (x) unforeseen manufacturing equipment
delays at the company's fabrication facilities and panel factories; (xi) the
company's ability to utilize thinner wafers, reduce kerf loss and otherwise
achieve anticipated improvements in polysilicon usage efficiency; (xii)
production difficulties that could arise; (xiii) the success of the company's
ongoing research and development efforts; (xiv) the company's ability to compete
with other companies and competing technologies; (xv) liquidated damages or
customer refunds for late installations arising on large scale solar projects
(xvi) unanticipated changes in the mix of balance of systems sales; (xvii)
unanticipated volatility in market rates for electricity; and (xviii) other
risks described in the company's Quarterly Report on Form 10-Q for the quarter
ended September 28, 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.
SunPower
is a registered trademark of SunPower Corp. All other trademarks are the
property of their respective owners.