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): March 10, 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
7.01. Regulation FD Disclosure.
The
International Finance Corporation (the “IFC”) is considering a financing
arrangement with SunPower Corporation (“SunPower”). The proposed
financing arrangement contemplates a loan of up to $75 million that
SunPower plans to use to finance the remaining capital costs of its second
fabrication facility in Batangas, Philippines (“FAB2”). When
completed, FAB2 is expected to house twelve solar cell manufacturing lines for
an aggregate nameplate capacity of 466 megawatts. SunPower estimates
total capital costs for FAB2 to be approximately $475 million. The
structure, terms and conditions of the financing arrangement remain to be
negotiated, and SunPower can offer no assurances that the financing arrangement
will be executed.
Forward-Looking
Statements
This press
release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are
statements that do not represent historical facts and may be based on underlying
assumptions. The company uses words and phrases such as "contemplates," "plans,"
“expected,” "estimates," and "will" to identify forward-looking statements in
this press release, including forward-looking statements regarding: (a)
SunPower and IFC negotiating and executing definitive agreements for a loan of
up to $75 million; (b) SunPower applying the loan to the remaining capital costs
of FAB2; (c) FAB2 housing twelve solar cell manufacturing lines for an aggregate
nameplate capacity of 466 megawatts; and (d) SunPower estimating costs for
completion being approximately $475 million. Such forward-looking statements are
based on information available to the company as of the date of this release and
involve a number of risks and uncertainties, some beyond the company's control,
that could cause actual results to differ materially from those anticipated by
these forward-looking statements, including risks and uncertainties such as: (i)
the continuation of governmental and related economic incentives promoting the
use of solar power; (ii) SunPower's ability to ramp new production lines and
realize expected manufacturing efficiencies; (iii) manufacturing difficulties
that could arise; and (iv) other risks described in SunPower’s Annual Report on
Form 10-K for the year ended December 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:
March 13, 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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