form8-ka.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________________
FORM
8-K/A
(Amendment No.
1)
___________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): September 5, 2008 (August 12,
2008)
___________________
SunPower
Corporation
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(Exact
Name of Registrant as Specified in
Charter)
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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
N/A
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(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):
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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EXPLANATORY
NOTE
On August 12,
2008, Sunpower Corporation (the “Company”) filed a current report on Form 8-K
(the “Initial Form 8-K”) to announce, among other things, the entry into a
rights agreement with Computershare Trust Company, N.A., as rights agents (the
“Rights Agreement”). As provided for in the Initial Form 8-K, the
Rights Agreement will become effective immediately after the completion of
the proposed spin-off (the “spin-off”) of the Company’s Class B Common Stock by
Cypress Semiconductor Corporation (“Cypress”). On September 5, 2008,
Cypress’s board of directors set the close of business on September 17, 2008 as
the record date (the “record date”) for the purpose of determining the holders
of record of Cypress common stock entitled to receive the dividend of the
Company’s Class B common stock in the spin-off. Also on that date,
Cypress’s board of directors set the close of business on September 29, 2008 as
the distribution date (the “distribution date”) for such shares, contingent upon
all conditions thereto having been satisfied.
Item 3.03. Material
Modification to Rights of Security Holders.
The Company
has set the close of business on September 29, 2008 as the Record Date (as
defined in the Rights Agreement) for the purpose of determining the stockholders
of record entitled to receive a dividend distribution of one right (each, a
“Right”) for each share of either class of the Company’s common stock then
outstanding. The distribution of Rights is contingent upon, and will be
effective immediately upon, the completion of the spin-off by
Cypress.
Item 5.01. Changes
in Control of Registrant.
As of August
29, 2008, the Company had 43,705,713 shares of Class A common stock and
42,033,287 shares of Class B common stock issued and outstanding. Each
share of Class A common stock is entitled to one vote, and each share of Class B
common stock is entitled to eight votes. As of the date hereof,
Cypress beneficially owns 100% of the Class B common stock, representing
approximately 88.5% of the aggregate voting power of the Company’s common
stock. In connection with the spin-off, Cypress is distributing, as a
dividend to its stockholders as of the record date, all of its shares of our
Class B common stock, contingent upon all conditions thereto having been
satisfied. We currently expect these conditions to be
satisfied.
Currently, our by-laws provide that a
representative specifically designated by Cypress shall serve on each committee
of our board of directors, unless otherwise prohibited by the rules of The
Nasdaq Stock Market or applicable law. Following the spin-off,
Cypress shall no longer have this right.
General
The issuer may file a
registration statement (including a prospectus) with the SEC for the offering to
which this communication relates. Before you invest, you should read the
prospectus in that registration statement and other documents the issuer has
filed with the SEC for more complete
information about the issuer and this offering. You may get these documents by
visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company will
arrange to send you the
prospectus after filing if you request it by calling 1-(408) 240-5500,
attention Investor Relations.
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: September 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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