form8-k.htm
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): September 16, 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
8.01. Other
Events.
On
September 16, 2008, SunPower Corporation (“SunPower”) issued a press release
commenting on the bankruptcy announcement by Lehman Brothers Holdings Inc.
(“Lehman”). A copy of the press release is filed as Exhibit 99.1 to
this report and is incorporated by reference herein.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits
Exhibit No.
|
|
Description
|
99.1
|
|
Press
Release dated September 16, 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:
September 16, 2008
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By:
/s/ Emmanuel Hernandez
|
|
Name:
Emmanuel Hernandez
|
|
Title: Chief Financial
Officer
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Exhibit No.
|
|
Description
|
99.1
|
|
Press
Release dated September 16, 2008
|
ex99-1.htm
Contacts:
Helen
Kendrick
SunPower
Corporation
hkendrick@sunpowercorp.com
408/240-5585
Bob
Okunski
SunPower
Corp.
bokunski@sunpowercorp.com
408/240-5447
SunPower
Comments on Bankruptcy Announcement by Lehman Brothers
SunPower
did not enter into a call spread or other similar arrangement with Lehman, LBIE,
or Lehman Brothers Inc. in connection with the share lending
agreement. In addition, SunPower does not have any investments or
cash held by Lehman, LBIE or Lehman Brothers Inc.
The share
lending agreement provides that we have the right to terminate the share loans
and demand that the borrowed shares be returned to us in the event of a default
by LBIE under the share lending agreement, including a breach by LBIE of any of
its representations and warranties, covenants or agreements under the share
lending agreement, or the bankruptcy of LBIE, and other certain
circumstances. If not returned earlier, the share lending agreement
provides that all of the loaned shares must be returned to us at such time as
none of the February 2007 or July 2007 debentures remain
outstanding.
While the
share lending agreement does not require cash payment upon return of the shares,
physical settlement is required (i.e., the loaned shares must be returned to us
at the end of the arrangement). In view of this and the contractual undertakings
of LBIE in the share lending agreement, which have the effect of substantially
eliminating the economic dilution that otherwise would result from the issuance
of the borrowed shares, to date the borrowed shares have not been considered
outstanding for the purpose of computing and reporting our earnings per
share. Excluding the 2.9 million class A shares lent to LBIE, as of
August 29, 2008 we had 85,739,000 shares of common stock issued and outstanding,
comprised of 43,705,713 shares of class A common stock and
42,033,287 shares of class B common stock.
About
SunPower Corp.
SunPower
Corporation (Nasdaq: SPWR - News) 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,
Australia, and Asia. For more information, visit http://www.sunpowercorp.com.
SunPower is a majority-owned subsidiary of Cypress Semiconductor Corp. (NYSE: CY
- - News).
Forward
Looking Statements
This
press release contains forward-looking statements, and assumptions underlying
those 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. We use words and phrases such as "would,"
“intend,” and similar expressions to identify forward-looking statements.
Forward-looking statements in this press release include, but are not limited
to, statements regarding the ability of LBIE to return the borrowed shares to
us, our legal rights and remedies in the Lehman and LBIE proceedings, and the
legal and accounting ramifications for us of the Lehman and LBIE
proceedings. These forward-looking statements are based on
information available to us 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, most of which are beyond our
control. In particular, risks and uncertainties that could cause actual results
to differ include the difficulty of predicting the outcome of legal proceedings
involving Lehman and LBIE, uncertainty regarding the assets available in the
Lehman and LBIE estates to satisfy claims of creditors, the uncertain nature of
our legal position vis-a-vis Lehman and LBIE, the uncertainty surrounding the
accounting impact on us of the events involving Lehman and LBIE, and other risks
described in our 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 our
views as of any subsequent date, and we are under no obligation to, and
expressly disclaim any responsibility to, update or alter our forward-looking
statements, whether as a result of new information, future events or
otherwise.
# # #
SunPower
is a registered trademark of SunPower Corporation. Cypress is a registered
trademark of Cypress Semiconductor Corp. All other trademarks are the property
of their respective owners.