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 27, 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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000-51593
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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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r
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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r
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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
January 22, 2008, SunPower Corporation (the “Company”) reported the common
stock price conversion tests for the $200 million aggregate principal amount of
its 1.25% senior convertible debentures due 2027 and the $225 million aggregate
principal amount of its 0.75% senior convertible debentures due
2027. The test was met when the closing price of the Company’s
class A common stock equaled or exceeded $70.94 and $102.80, or 125% of the
applicable conversion prices for the respective series of convertible
debentures, for at least 20 of the last 30 trading days during the
quarter ended December 30, 2007. Accordingly, pursuant to the terms
of the applicable indenture and supplemental indentures, the debentures
became convertible at the holders’ option during the quarter ending March 30,
2008. As of close of business on March 27, 2008, no holders of the
debentures had exercised their right to convert the debentures.
For the
fiscal quarter ending March 30, 2008, the common stock price conversion
test will not be met, as the class A common stock closing price has not equaled
or exceeded $70.94 and $102.80 for at least 20 of the last 30 trading days of
this quarter. Therefore, the two outstanding series of
convertible debentures will not be convertible into common stock based on this
trigger during the fiscal quarter ending on June 29, 2008. The
Company intends to re-classify $425 million aggregate principal amount of
the debentures from short-term debt to long-term debt on its March 30,
2008 balance sheet. If the common stock price conversion test is met in a
subsequent quarter, the debentures may again be re-classified as short-term
debt.
The
disclosure above is qualified in its entirety by the text of the applicable
indenture, first supplemental indenture and second supplemental indenture, which
describe in further detail all of the conversion features of the debentures and
which were filed on February 8, 2007 and July 26, 2007 with Securities and
Exchange Commission as exhibits to the Company’s Current Reports on Form
8-K.
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 27, 2008
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By:
/s/ Bruce Ledesma
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Name:
Bruce Ledesma
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Title:
General Counsel
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