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): December 1, 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 8.01.
Other Events.
On or
about September 4, 2008, SunPower Corporation (the “Company”) mailed an
Information Statement to its stockholders in connection with action taken by
Cypress Semiconductor Corporation (“Cypress”), as the then holder of a majority
of the voting power of the issued and outstanding voting securities of the
Company, approving an amendment and restatement of the Company’s certificate of
incorporation (as so amended, the “Restated Certificate”). The primary purposes
of the amendments to the Company’s certificate of incorporation were to
facilitate the spin-off by Cypress to its stockholders of the shares of the
Company’s Class B common stock held by Cypress, which was completed on September
29, 2008. The Restated Certificate was filed with the Secretary of
State of the State of Delaware, and thereby became effective, on September 25,
2008.
Pursuant
to the Restated Certificate, effective as of the date the Internal Revenue
Service (the “IRS”) issues a Supplemental Ruling (as defined below), the voting
power of a holder of more than 15% of the Company’s outstanding shares of Class
B common stock with respect to the election or removal of directors is
restricted to 15% of the outstanding shares of Class B common stock, unless such
holder of Class B common stock has an equivalent percentage of the Company’s
outstanding Class A common stock. Because the restriction on the
voting power of a holder of more than 15% of the Company’s Class B shares was
not contemplated by the ruling Cypress received from the IRS regarding the
spin-off, the Restated Certificate provided that this voting restriction would
not become effective until such date (but would automatically be effective as of
such date), if any, that the IRS issued a ruling (the “Supplemental Ruling”)
that the effectiveness of the restriction will not prevent the favorable rulings
received by Cypress with respect to certain tax issues arising under Section 355
of the Internal Revenue Code in connection with the spin-off from having full
force and effect. On December 1, 2008, the IRS issued such Supplemental
Ruling. Accordingly, as of December 1, 2008, the voting
restriction provision of the Restated Certificate is effective.
The
foregoing summary of the terms of the Restated Certificate is qualified in its
entirety by reference to the full text of the form of the Restated Certificate,
which was filed as Exhibit 99.1 to the Company’s current report on Form 8-K
filed with the Securities and Exchange Commission on August 12, 2008 and is
incorporated herein by reference.
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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Form
of Restated Certificate of Incorporation (incorporated by reference to
Exhibit 99.1 to SunPower Corporation’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on August 12,
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: December
1, 2008
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By:
/s/ Thomas Werner
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Name:
Thomas Werner
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Title:
Chief Executive Officer
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