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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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| FORM 12b-25 | |
| NOTIFICATION OF LATE FILING | SEC FILE NUMBER |
| 001-34166 | |
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CUSIP
NUMBER
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| 867652109 |
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(Check
one):
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T Form
10-K
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£ Form
20-F
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£ Form
11-K
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£ Form
10-Q
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£ Form
10-D
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£ Form
N-SAR
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£ Form
N-CSR
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For
Period Ended:
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January 3,
2010
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£ Transition
Report on Form 10-K
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£ Transition
Report on Form 20-F
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£ Transition
Report on Form 11-K
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£ Transition
Report on Form 10-Q
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£ Transition
Report on Form N-SAR
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For
the Transition Period Ended:
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Read
Instruction (on back page) Before Preparing Form. Please Print
or Type
Nothing
in this form shall be construed to imply that the Commission has verified
any information contained herein.
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If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART
I
REGISTRANT
INFORMATION
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SunPower Corporation
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Full
Name of Registrant
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N/A
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Former
Name if Applicable
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3939 North First Street
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Address
of Principal Executive Office (Street and
Number)
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San Jose, California
95134
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City,
State and Zip Code
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PART
II
RULES
12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and
the registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate.)
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(a)
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The
reason described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense;
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T
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will
be filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q or subject distribution report on Form 10-D, or portion thereof, will
be filed on or before the fifth calendar day following the prescribed due
date; and
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART
III
NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
On
November 16, 2009, SunPower Corporation (the “Company”) announced that its Audit
Committee had commenced an investigation of certain unsubstantiated accounting
entries on the books of the Company’s Philippines operations. In
conjunction with this announcement, the Company also indicated that certain
previously issued financial statements should not be relied
upon. Management is reviewing the results of the investigation and
the impact of certain matters identified during the investigation on the
Company's historical financial statements and in connection with the Company’s
evaluation of its internal control over financial reporting and disclosure
controls and procedures. The Company is delaying the filing of its
Annual Report on Form 10-K for the fiscal year ended January 3, 2010 (the “2009
Form 10-K”) until all procedures and evaluations relating to the investigation
and other procedures necessary to prepare the 2009 Form 10-K are
complete. The Company currently expects to file the 2009 Form 10-K on
or before March 19,
2010.
PART
IV
OTHER
INFORMATION
(1) Name
and telephone number of person to contact in regard to this
notification
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Bruce R. Ledesma
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(408)
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240-5500
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2) Have
all other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no, identify
report(s).
Yes T No £
(3) Is
it anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
Yes T No £
If
so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The
Company is in the final stages of completing the review of the investigation and
the evaluation of the related findings. The Company is presently
unable to provide additional information regarding its results of operations
until all procedures and evaluations relating to the investigation and other
procedures necessary to prepare the 2009 Form 10-K are
complete.
This
Notification of Late Filing on Form 12b-25 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. The information presented in this notification
related to the Company’s expectation as to the date by which it will file the
2009 Form 10-K is a forward-looking statement. These forward-looking
statements involve risks and uncertainties and the Company cautions you not to
place undue reliance on these forward-looking statements.
A number
of important factors could cause actual results to differ materially from those
expressed or implied in the forward-looking statements contained in this
notification, including the completion of the audit of the Company’s financial
statements and the factors set forth in public reports that the Company files
with the Securities and Exchange Commission, including the information under
Item 1A. “Risk Factors” in the Company's Annual Report on Form 10-K for the
fiscal year ended December 28, 2008 and the Company's Quarterly Reports on Form
10-Q for the fiscal quarters ended March 29, 2009, June 28, 2009 and
September 27, 2009. The Company undertakes no obligation to
revise any forward-looking statements or to update these statements to reflect
events or circumstances occurring after the date of this notification, or to
reflect the occurrence of unanticipated events.
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SunPower Corporation
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(Name
of Registrant as Specified in Charter)
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has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
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Date:
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March 4, 2010
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By:
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/s/ Dennis V. Arriola | |
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Dennis
V. Arriola
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Sr.
Vice President and Chief Financial
Officer
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