-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O8hL/YxN7e2D7CDcOKGvmVdFCH/A+e2F28hnhF/KW4SmBdH91GJhSozO33QGWxCn fHklr9aKwr9xFfSuF6i/7g== 0000867773-08-000027.txt : 20080328 0000867773-08-000027.hdr.sgml : 20080328 20080327213939 ACCESSION NUMBER: 0000867773-08-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080327 ITEM INFORMATION: Other Events FILED AS OF DATE: 20080328 DATE AS OF CHANGE: 20080327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNPOWER CORP CENTRAL INDEX KEY: 0000867773 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51593 FILM NUMBER: 08716619 BUSINESS ADDRESS: STREET 1: 3939 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 408-240-5500 MAIL ADDRESS: STREET 1: 3939 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 8-K 1 form8-k.htm FORM 8-K 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): March 27, 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):
 
r
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
r
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
r
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
r
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 January 22, 2008, SunPower Corporation (the “Company”) reported the common stock price conversion tests for the $200 million aggregate principal amount of its 1.25% senior convertible debentures due 2027 and the $225 million aggregate principal amount of its 0.75% senior convertible debentures due 2027.  The test was met when the closing price of the Company’s class A common stock equaled or exceeded $70.94 and $102.80, or 125% of the applicable conversion prices for the respective series of convertible debentures, for at least 20 of the last 30 trading days during the quarter ended December 30, 2007.  Accordingly, pursuant to the terms of the applicable indenture and supplemental indentures, the debentures became convertible at the holders’ option during the quarter ending March 30, 2008.  As of close of business on March 27, 2008, no holders of the debentures had exercised their right to convert the debentures.

For the fiscal quarter ending March 30, 2008, the common stock price conversion test will not be met, as the class A common stock closing price has not equaled or exceeded $70.94 and $102.80 for at least 20 of the last 30 trading days of this quarter.  Therefore,  the two outstanding series of convertible debentures will not be convertible into common stock based on this trigger during the fiscal quarter ending on June 29, 2008.  The Company intends to re-classify $425 million aggregate principal amount of the debentures from short-term debt to long-term debt on its March 30, 2008 balance sheet.  If the common stock price conversion test is met in a subsequent quarter, the debentures may again be re-classified as short-term debt.

The disclosure above is qualified in its entirety by the text of the applicable indenture, first supplemental indenture and second supplemental indenture, which describe in further detail all of the conversion features of the debentures and which were filed on February 8, 2007 and July 26, 2007 with Securities and Exchange Commission as exhibits to the Company’s Current Reports on Form 8-K.

 
 
 
 
 
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: March 27, 2008
By: /s/ Bruce Ledesma
 
Name: Bruce Ledesma
 
Title: General Counsel

 
 
 
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