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): January 9, 2009
___________________
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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.
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Entry
into a Material Definitive
Agreement
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On
January 9, 2009, SunPower Corporation (“SunPower”) entered into a polysilicon
supply agreement (the “Agreement”) with Hemlock Semiconductor Corporation
(“Hemlock”). The Agreement provides the general terms and conditions pursuant to
which SunPower will purchase, on a firm commitment basis, fixed annual
quantities of polysilicon at specified prices from 2011 through 2020. SunPower
expects to supply the polysilicon to third parties that will manufacture ingots
and wafers using such polysilicon for SunPower. The aggregate quantity of
polysilicon to be purchased over the term of the Agreement is expected to
support approximately 3.5 gigawatts of solar cell manufacturing production based
on SunPower’s expected silicon utilization during such period.
Under the
Agreement, SunPower is required to make prepayments to Hemlock of $14 million in
2009, $102 million in 2010, $102 million in 2011, and $73 million in 2012. Such
prepayments will be used to fund the expansion of Hemlock’s polysilicon
manufacturing capacity and will be credited against future deliveries of
polysilicon to SunPower. The prepayments requirement, together with the balance
of SunPower’s firm commitment payment obligations under the Agreement, represent
a material financial obligation of SunPower. Based on current projections
SunPower believes it will have sufficient liquidity, including cash on
hand and expected future cash flows, to service the Agreement’s payment
obligations.
This
report contains forward-looking 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 "will," "expects,"
"expected," "projections," "believes," and similar expressions to identify
forward-looking statements. Forward-looking statements in this report include,
but are not limited to, SunPower’s plans and expectations
regarding: (a) obligations under the Agreement; (b) Hemlock’s use of
prepayments; (c) SunPower’s liquidity and expected future cash
flows. These forward-looking statements are based on information
available to SunPower as of the date of this report 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 SunPower’s control. In
particular, risks and uncertainties that could cause actual results to differ
include: (i) SunPower’s ability to obtain and maintain an adequate
supply of polysilicon, ingots, wafers and other materials, components and
products to manufacture its component products and design and construct its
systems, as well as the price it pays for such materials, components and
products; (ii) business and economic conditions 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 SunPower’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) SunPower’s ability to ramp new production lines and realize expected
manufacturing efficiencies; (x) unforeseen manufacturing equipment delays at
SunPower’s fabrication facilities and panel factories; (xi) SunPower’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 SunPower’s ongoing research and development
efforts; (xiv) SunPower’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; and (xvii) other risks described in SunPower’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 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.
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:
January 15, 2009
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By:
/s/ Dennis V. Arriola
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Name:
Dennis V. Arriola
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Title:
Senior Vice President and Chief Financial
Officer
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