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 15,
2009
SunPower
Corporation
(Exact
name of registrant as specified in its charter)
000-34166
(Commission File
Number)
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Delaware
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94-3008969
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(State
or other jurisdiction
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|
(I.R.S.
Employer
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of
incorporation)
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Identification
No.)
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3939
North First Street, San Jose, California 95134
(Address
of principal executive offices, with zip code)
(408)
240-5500
(Registrant's
telephone number, including area code)
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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
On
December 15, 2009, SunPower Corp. (the “Company”) issued a press release
announcing that the Company has made significant progress in its internal
investigation of unsubstantiated accounting entries previously announced on
November 16, 2009. The full text of the press release is being
furnished as Exhibit 99.1 to this report.
The
information filed in this Item 7.01 and the exhibit attached hereto shall not be
deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of
1934, and shall not be deemed incorporated by reference in any filing with the
Securities and Exchange Commission under the Securities Exchange Act of 1934 or
the Securities Act of 1933, whether made before or after the date hereof and
irrespective of any general incorporation language in any filings.
Portions
of this report and/or the Company's report filed on Form 8-K on November 16,
2009 may constitute “forward-looking statements,” and assumptions underlying
such forward-looking statements, within the meaning of the Private Securities
Litigation Reform Act of 1995 (the “PSLRA”), Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934. Any
such forward-looking statements are made within the “safe-harbor” protections of
the PSLRA, 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. The Company uses words such as "will," "could," "until,"
"estimates," and "continuing" and similar expressions to identify
forward-looking statements. Forward-looking statements in this filing
include those regarding: (a) the Company's financial statements; (b) adjustments
to the Company's periodic reports and (c) the timing and results of the Audit
Committee's investigation. 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. Such risks include the uncertainty surrounding the
timing and results of the Audit Committee investigation, the potential need for
restatement of the Company’s prior period financial statements, potential legal
action related to the matters under investigation, and the potential impact on
the Company’s business and stock price of any announcements regarding any of the
foregoing. Additional information that could lead to material changes
in the Company’s performance is contained in the Company’s filings with the
Securities and Exchange Commission.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
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99.1
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Press
release dated December 15,
2009.
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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.
| SUNPOWER CORPORATION | |||
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Date:
December 15, 2009
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By:
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/s/ DENNIS V. ARRIOLA | |
| Name: Dennis V. Arriola | |||
| Title: Senior Vice President and | |||
| Chief Financial Officer | |||
EXHIBIT
INDEX
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99.1
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Press
release dated December 15, 2009.
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FOR
IMMEDIATE RELEASE
Investor
Contact:
Bob
Okunski
Bob.Okunski@sunpowercorp.com
408-240-5447
Media
Contact:
Helen
Kendrick
Helen.Kendrick@sunpowercorp.com
408-240-5585
SunPower
Provides Update of Audit Committee Investigation
SAN JOSE, Calif., December 15, 2009
– SunPower Corp. (Nasdaq: SPWRA, SPWRB), a manufacturer of
high-efficiency solar cells, solar panels and solar systems, today announced
that the company has made significant progress in its internal investigation of
unsubstantiated accounting entries previously announced on November 16,
2009.
The
investigation is being conducted under the direction of the SunPower board of
director’s audit committee, with the assistance of outside legal and accounting
experts. The investigation to date is consistent with the preliminary
findings announced on November 16, 2009.
The audit
committee is working with its experts and appropriate SunPower personnel to
promptly complete a thorough investigation.
About
SunPower
Founded
in 1985, SunPower Corp. (Nasdaq: SPWRA, SPWRB) designs, manufactures and
delivers the planet's most powerful solar technology broadly available today.
Residential, business, government and utility customers rely on the company's
experience and proven results to maximize return on investment. With
headquarters in San Jose, Calif., SunPower has offices in North America, Europe,
Australia and Asia. For more information, visit
www.sunpowercorp.com.
Cautionary
Statements
The
Audit Committee’s investigation is ongoing. Until the investigation
is complete, there can be no assurance regarding the results of, or the time
required to complete, such investigation. In addition, this press
release and/or its press release issued November 16, 2009 contain
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 and may be based on
underlying assumptions. The company uses words such as "will," "could," "until,"
"estimates," and "continuing" and similar expressions to identify
forward-looking statements, including forward-looking statements regarding: (a)
the company's financial statements; (b) adjustments to the company's periodic
reports and (c) results of the Audit Committee's investigation. 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. Such
risks include the uncertainty surrounding the timing and results of the Audit
Committee investigation, the potential need for restatement of the company's
prior period financial statements, potential legal or regulatory action related
to the matters under investigation, and the potential impact on the company's
business and stock price of any announcements regarding any of the foregoing.
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.