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): June 10, 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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r
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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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r
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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 5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On June
10, 2008, SunPower Corporation, a Delaware corporation (“SunPower”), issued
the press release attached as Exhibit 99.1 hereto announcing Marty Neese is
joining SunPower as its Chief Operating Officer. Mr. Neese's
appointment will be effective on June 23, 2008.
Prior to
joining SunPower, Mr. Neese, 45, served as Executive Vice President, Worldwide
Operations for Flextronics International Ltd. since 2007, when Flextronics
acquired Solectron Corporation, where he served as Executive Vice President,
Operations since 2006. From 2004 until 2006, he served in
various management roles at Solectron, including Executive Vice President,
Program Management and Supply Chain Solutions. From 2000 until
2004, Mr. Neese served in various management roles at Sanmina-SCI,
including Vice President Program Management & Sales
Operations.
Mr.
Neese’s offer letter provides that he will receive an annual salary of $400,000
and, subject to approval by the Compensation Committee (the “Compensation
Committee”) of SunPower’s Board of Directors, he will receive two awards
under the Second Amended and Restated SunPower Corporation 2005 Stock
Incentive Plan (the “Stock Plan”),
including 50,000 Restricted Stock Units and a Stock Option to purchase 100,000
shares of class A common stock. The Restricted Stock Units will vest
in equal annual installments over a three-year period, and the Stock Option will
vest in equal annual installments over a four year period. Mr. Neese will also
be eligible for a target bonus will be equal to 60% of his base
salary. His actual bonus will depend upon both corporate and
individual performance. His offer letter also provides that he will
be entitled to a termination payment equal to $1.5 million if his employment is
involuntarily terminated without “cause” (to be defined by the Compensation
Committee) by SunPower prior to the first vesting date of his equity awards
under the Stock Plan. In addition, his offer letter states that
SunPower will provide him with an employment agreement with a change of control
provision and confirms that his eligibility will not be prorated for purposes of
participating in an annual merit review process and SunPower’s annual evergreen
stock award program.
Item 9.01. Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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99.1
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Press
Release dated June 10, 2008
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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.
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SUNPOWER
CORPORATION
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Date:
June 10, 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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Exhibit No.
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Description
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99.1
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Press
Release dated June 10, 2008
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FOR
IMMEDIATE RELEASE
Press
Contacts:
Helen
Kendrick
SunPower
Corp.
408-249-5585
hkendrick@sunpowercorp.com
SUNPOWER
NAMES MARTY T. NEESE
CHIEF
OPERATING OFFICER
SAN JOSE, Calif., June 10, 2008 --
SunPower Corporation (Nasdaq: SPWR), a Silicon Valley-based manufacturer
of high-efficiency solar cells, solar panels and solar systems, today announced
that Marty T. Neese is joining the company as its chief operating
officer. Neese will be responsible for leading SunPower’s global
strategic operations and worldwide materials sourcing, and will oversee the
execution of its recently announced solar cell fabrication plant in
Malaysia.
Neese
brings more than 25 years of experience driving cost effective, scalable
manufacturing processes and policies. A proponent of Kaizen, the
Japanese strategy for continuous improvement, Neese successfully executed the
Lean Six Sigma methodology at Flextronics International, a $30+ billion company,
and received the 2007 Shingo Prize for Operational Excellence.
“Marty is
a seasoned executive bringing many years of lean manufacturing expertise to
SunPower,” said Tom Werner, CEO of SunPower Corp. “His impressive
background of implementing cost reduction programs for companies much larger
than ours will be a great asset in lowering our overall operations
costs. I am extremely pleased to welcome Marty to our executive
leadership team.”
Most
recently, Neese held the position of executive vice president, worldwide
operations, for Flextronics International. Prior to that, he was
executive vice president, operations at Solectron Corp., where he was
responsible for the daily cost, quality, delivery, and end-to-end supply chain
optimization and performance for customers who were partnered with the
company. Previously, Neese held the positions of vice president,
worldwide program management and sales operations at Sanmina-SCI Corp., and
director, business development for Jabil Circuit Co. He also served
in the U.S. Army for five years, reaching the rank of Captain.
Neese is
a graduate of the United States Military Academy at West
Point. He received his master’s degree in business administration
from the University of Florida.
About
SunPower
SunPower
Corporation (Nasdaq: SPWR) designs, manufactures and delivers high-performance
solar electric systems worldwide for residential, commercial and utility-scale
power plant customers. SunPower high-efficiency solar cells and solar
panels generate up to 50 percent more power than conventional solar technologies
and have a uniquely attractive, all-black appearance. With headquarters in San
Jose, Calif., SunPower has offices in North America, Europe and Asia. For more
information, visit www.sunpowercorp.com. SunPower is a majority-owned
subsidiary of Cypress Semiconductor Corp. (NYSE: CY).
Forward-Looking
Statements
This
press release 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. Forward-looking statements are statements that do not represent
historical facts. The company uses words and phrases such as “will,” and similar
expressions to identify forward-looking statements. Forward-looking statements
in this press release include, but are not limited to, the company’s plans and
expectations regarding: (a) execution of the company’s recently
announced solar cell fabrication plant in Malaysia; and (b) lowering the
company’s overall operations costs. These forward-looking statements
are based on information available to the company as of the date of this release
and management’s current expectations, forecasts and assumptions, and involve a
number of risks and uncertainties that could cause actual results to differ
materially from those anticipated by these forward-looking statements. Such
risks and uncertainties include a variety of factors, some of which are beyond
the company’s control. In particular, risks and uncertainties that could cause
actual results to differ include (i) construction and financing of the company’s
announced fabrication plant in Malaysia; (ii) the company’s ability to obtain a
adequate supply of polysilicon, ingots and wafers to manufacture its products
and the price it pays for such materials; (iii) the continuation of governmental
and related economic incentives promoting the use of solar power; (iv) the
company’s ability to ramp new production lines and realize expected
manufacturing efficiencies; (v) unforeseen manufacturing equipment delays at the
company’s fabrication facilities and panel factories; (vi) the company’s ability
to utilize thinner wafers, reduce kerf loss and otherwise achieve anticipated
improvements in polysilicon usage efficiency; (vii) production difficulties that
could arise; (viii) the success of the company’s ongoing research and
development efforts; (ix) the potential renegotiation of or non-performance by
parties to the company’s supply and customer contracts; and (x) other risks
described in the company’s Quarterly Report on Form 10-Q for the quarter ended
March 30, 2008, and other filings with the Securities and Exchange
Commission. 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.
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SunPower
is a registered trademark of SunPower Corp. Cypress is a registered trademark of
Cypress Semiconductor Corp. All other trademarks are the property of
their respective owners.