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): August 7, 2008
___________________
|
SunPower
Corporation
|
|
(Exact
Name of Registrant as Specified in
Charter)
|
___________________
|
Delaware
|
000-51593
|
94-3008969
|
|
(State
or Other Jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
Incorporation)
|
File
No.)
|
Identification
No.)
|
|
3939
North First Street, San Jose, California 95134
|
|
(Address
of Principal Executive Offices) (Zip
Code)
|
Registrant’s
telephone number, including area code: (408) 240-5500
|
N/A
|
|
(Former
Name or Former Address, if Changed Since Last
Report)
|
___________________
|
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):
|
|
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On August
7, 2008, the Board of Directors of SunPower Corporation, a Delaware corporation
(“SunPower”), elected Dr. Uwe-Ernst Bufe to serve as a member of the Board of
Directors and on its Compensation Committee and Nominating and Corporate
Governance Committee. Under the terms of the Second Amended and Restated
SunPower Corporation 2005 Stock Incentive Plan, Dr. Bufe received a grant of
6,600 restricted Stock Units, of which 20% will vest on each anniversary of the
date of grant until entirely vested by the 5th
anniversary of the date of grant.
|
Item
7.01.
|
Regulation
FD Disclosure.
|
On August
12, 2008, SunPower issued a press release announcing the election of Dr. Bufe as
a new director of SunPower. A copy of the press release is attached to this
report as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K,
the information set forth herein and in the press release is deemed to be
“furnished” and shall not be deemed to be “filed” for purposes of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The information set forth
in Item 7.01 of this report shall not be deemed an admission as to the
materiality of any information in this report on Form 8-K that is required to be
disclosed solely to satisfy the requirements of Regulation FD.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
(d)
Exhibits
|
Exhibit No.
|
Description
|
|
|
99.1
|
Press
Release dated August 12, 2008
|
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
|
|
|
Date:
August 12, 2008
|
By:
/s/ THOMAS H. WERNER
|
|
Name:
Thomas H. Werner
|
|
|
Title: Chief Executive
Officer
|
|
Exhibit No.
|
Description
|
|
|
99.1
|
Press
Release dated August 12, 2008
|
FOR
IMMEDIATE RELEASE
Press
Contacts:
Helen
Kendrick
SunPower
Corp.
408-249-5585
hkendrick@sunpowercorp.com
SunPower
Elects Uwe-Ernst Bufe to its
Board
of Directors
SAN JOSE, Calif., August 12, 2008 –
SunPower Corporation (Nasdaq: SPWR), a Silicon Valley-based manufacturer
of high-efficiency solar cells, solar panels and solar systems, today announced
that it has elected Uwe-Ernst Bufe, Ph.D., to its board of directors. Bufe
is currently a member of various international councils and supervisory boards,
including UBS Investment Banking.
With more
than 27 years working in the chemical industry, Bufe’s career includes president
and chief executive officer of Degussa and Degussa-Hüls AG, where he spent most
of his career in the United States, Asia and Europe, gaining valuable
international experience. Before joining the executive board of Degussa AG
in 1987, he was executive vice president of its U.S.
subsidiary. After the company’s merger with Hüls, he accepted the
role of president and chief executive officer of Degussa-Hüls AG.
Bufe
studied Chemistry at the Technical University in Munich where he received
his Ph.D. in metal-organic chemistry. He is a member of the American
Chemical Society, the Society of the Chemical Industry and the Council of German
Chemists.
“With
SunPower’s growing international presence, we will benefit from Dr. Bufe’s vast
expertise to guide us as we move forward,” said Tom Werner, SunPower
CEO. “His solid background in the chemical industry and his strong
knowledge of the financial community will provide invaluable insights, and we
welcome him to our board.”
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 “growing,” “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 the company’s growing international presence. 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) the company’s ability to obtain an adequate supply of
polysilicon, ingots and wafers to manufacture its products and the price it pays
for such materials; (ii) business and economic conditions and growth trends in
the solar power industry; (iii) the continuation of governmental and related
economic incentives promoting the use of solar power; (iv) the continued
availability of third-party financing arrangements for the company’s customers;
(v) the company’s ability to ramp new production lines and realize expected
manufacturing efficiencies; (vi) unforeseen manufacturing equipment delays at
the company’s fabrication facilities and panel factories; (vii) the company’s
ability to utilize thinner wafers, reduce kerf loss and otherwise achieve
anticipated improvements in polysilicon usage efficiency; (viii) production
difficulties that could arise; (ix) the success of the company’s ongoing
research and development efforts; (x) the company’s ability to compete with
other companies and competing technologies; (xi) the potential renegotiation of
or non-performance by parties to the company’s supply and customer contracts;
(xii) the price and availability of third-party cells and solar panels; (xiii)
liquidated damages or customer refunds for late installations arising on large
scale solar projects; (xiv) unanticipated changes in the mix of balance of
systems sales; (xv) construction and financing of the company’s announced
manufacturing facility in Malaysia; and (xvi) other risks described in the
company’s Quarterly Report on Form 10-Q for the quarter ended June 29, 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.
#
# #
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.