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): April 4, 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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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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See
disclosure contained in Item 2.03 below, which is incorporated herein by
reference.
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Item 2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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On April
4, 2008, SunPower Corporation, a Delaware corporation (“SunPower”) entered into
an amendment (the “Amendment”) to the Credit Agreement (the “Credit Agreement”),
dated July 13, 2007 and as amended from time to time, with Wells Fargo
Bank, National Association (“Wells Fargo”). The Amendment increases
the Credit Agreement’s secured letter of credit line from $50 million to $150
million and extends the expiration date of the unsecured line of credit line
from July 31, 2008 to April 4, 2009. The Amendment also modifies
certain of the restrictive covenants and events of default under the Credit
Agreement.
In
connection with the original Credit Agreement, SunPower concurrently entered
into a security agreement (the “Deposit Account Agreement”) with Wells Fargo,
granting a security interest in a deposit account to secure its obligations in
connection with any letters of credit that might be issued under the Credit
Agreement’s secured letter of credit line. In connection with the
Amendment, SunPower entered into another security agreement (the “Securities
Account Agreement”) with Wells Fargo, granting a security interest in a
securities account to secure such obligations of SunPower.
Also in
connection with the original Credit Agreement, SunPower North America, Inc., a
wholly-owned subsidiary of SunPower, and SunPower Corporation, Systems, an
indirect wholly-owned subsidiary of SunPower, entered into an agreement (the
“Guaranty,” and, together with the Credit Agreement, the Deposit Account
Agreement and the Securities Account Agreement, the “Loan Documents”) to
guarantee SunPower’s obligations owed to Wells Fargo under the Credit
Agreement. In connection with the Amendment, SunPower Systems SA, an
indirect wholly-owned subsidiary of SunPower, became party to the same agreement
and thereby agreed to guarantee such obligations of SunPower.
Until
April 4, 2009, SunPower may borrow up to $50 million under the Credit
Agreement’s unsecured line of credit and request that Wells Fargo issue up to
$50 million in letters of credit under the unsecured letter of credit
subfeature, provided that any letters of credit issued and outstanding under the
unsecured letter of credit subfeature will reduce SunPower’s borrowing capacity.
Until July 31, 2012, SunPower may request that Wells Fargo issue up to $150
million in letters of credit under the Credit Agreement’s secured letter of
credit line. As detailed in the Credit Agreement, SunPower will pay interest on
outstanding borrowings and a fee for issued and outstanding letters of credit.
SunPower has the ability at any time to prepay outstanding loans. All borrowings
must be repaid by April 4, 2009, and all letters of credit issued under the
unsecured letter of credit subfeature shall expire on or before April 4, 2009
unless SunPower provides by such date collateral in the form of cash or cash
equivalents in the aggregate amount available to be drawn under letters of
credit outstanding at such time. All letters of credit issued under the secured
letter of credit line shall expire no later than July 31, 2012. The Loan
Documents include certain conditions to borrowings, representations and
covenants, and events of default customary for financing transactions of this
type.
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:
April 9, 2008
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By:
/s/ Emmanuel Hernandez
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Name:
Emmanuel Hernandez
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Title:
Chief Financial Officer
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