View:
Issuer
Free Writing Prospectus
Filed by:
SunPower Corporation
Pursuant
to Rule 433 under the Securities Act of 1933
Registration
Statement on Form S-3: No. 333-153409
Contacts:
Brad W.
Buss
EVP
Finance & Administration and CFO (Cypress)
(408)
943-2754
Joseph L.
McCarthy
VP
Corporate Communications (Cypress)
(408)
943-2902
Helen
Kendrick
Corporate
Communications (SunPower)
(408)
240-5585
FOR
IMMEDIATE RELEASE
Cypress
and SunPower Announce Registration of SunPower Class B Common Stock to be
Distributed by Cypress
SAN JOSE,
Calif., September 17, 2008 – Cypress Semiconductor Corporation
(NSYE: CY) and SunPower Corporation (NASDAQ: SPWR)
announced that on September 10, 2008, SunPower filed a registration statement
with the Securities and Exchange Commission (the “SEC”) registering the
outstanding shares of Class B common stock held by Cypress. The
registration statement became effective on filing with the SEC. The
registration statement contains important information about the proposed
distribution of the Class B shares to Cypress’s stockholders (the “spin-off”),
including information about the federal income tax consequences of the spin-off
to U.S. holders. The registration statement is available on
SunPower’s website at
http://investors.sunpowercorp.com/secfiling.cfm?filingID=950134-08-16424 and
on the SEC’s website at http://www.sec.gov/Archives/edgar/data/867773/000095013408016424/f43515orsv3asr.htm
Investors
are urged to read the prospectus contained in the registration statement in its
entirety.
SunPower
has applied to list the Class B common stock on the NASDAQ Global Select Market
after the spin-off. SunPower expects that trading in shares of Class
B common stock will begin on a “when-issued” basis as soon as such shares are
approved for listing on the NASDAQ Global Select Market. When, and
if, such shares become eligible for “when-issued” trading, they will trade under
the symbol “SPWRV” until such time as any “when-issued” trades are settled, at
which time “regular way” trading in Class B common stock is expected to continue
on the NASDAQ Global Select Market under the symbol “SPWRB.” In
addition, SunPower expects to change the trading symbol of its Class A common
stock from “SPWR” to “SPWRA” upon completion of the spin-off.
About
Cypress
Cypress
delivers high-performance, mixed-signal, programmable solutions that provide
customers with rapid time-to-market and exceptional system value. Cypress
offerings include the PSoC® Programmable System-on-Chip™,
USB controllers, general-purpose programmable clocks and memories. Cypress also
offers wired and wireless connectivity solutions ranging from its WirelessUSB™
radio system-on-chip, to West Bridge™ and EZ-USB® FX2LP controllers that enhance
connectivity and performance in multimedia handsets. Cypress serves numerous
markets including consumer, computation, data communications, automotive,
industrial, and solar power. Cypress trades on the NYSE under the ticker symbol
CY. Visit Cypress online at www.cypress.com.
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,
Australia, and Asia. For more information, visit http://www.sunpowercorp.com.
SunPower is a majority-owned subsidiary of Cypress Semiconductor Corp. (NYSE:
CY).
The
issuer has filed 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 for free by visiting EDGAR on the
SEC Web site at www.sec.gov .
Alternatively, the issuer will arrange to send you the prospectus after filing
if you request it by calling 1-(408) 240-5500, attention Investor Relations, or
by sending an email request to publicrelations@sunpowercorp.com.
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 companies use words and phrases such as "proposed," "expects,"
"will," "become," and "is expected," and similar expressions to identify
forward-looking statements. Forward-looking statements in this press release
include, but are not limited to, the companies' plans and expectations
regarding: (a) Cypress' spin-off of SunPower Class B common stock to
Cypress stockholders; (b) trading of Class B common stock trading on the NASDAQ
Global Select Market after the spin-off; and (c) shares trading under the
symbols "SPWRV" and "SPWRB." These forward-looking statements are based on
information available to the companies 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 companies' control. In particular, risks and uncertainties that could cause
actual results to differ include: (i) events and circumstances that
could delay or prevent completion of Cypress' spin-off of Class B common stock;
(ii) approval by Nasdaq of the pending listing application; and (iii) 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 companies' views as of any subsequent date, and the companies
are 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.