form10-qa.htm

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
FORM 10-Q/A
 Amendment No. 1
 
 
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 4, 2010

OR

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission file number 001-34166

SunPower Corporation
(Exact Name of Registrant as Specified in Its Charter)

Delaware
  
94-3008969
(State or Other Jurisdiction of Incorporation or Organization)
  
(I.R.S. Employer Identification No.)

3939 North First Street, San Jose, California 95134
(Address of Principal Executive Offices and Zip Code)

(408) 240-5500
(Registrant’s Telephone Number, Including Area Code)

 
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer x
Accelerated Filer o
Non-accelerated filer o
Smaller reporting company o
 
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  o    No  x

The total number of outstanding shares of the registrant’s class A common stock as of August 6, 2010 was 55,663,828.
The total number of outstanding shares of the registrant’s class B common stock as of August 6, 2010 was 42,033,287.
            

 
 
 
 
 
 
 
 


 
EXPLANATORY NOTE

This Amendment No. 1 to Form 10-Q (this “Amendment”) amends the Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2010, originally filed on August 13, 2010 (the “2010 2Q Form 10-Q”) of SunPower Corporation (the “Company” or “we”). We are filing this Amendment solely for the purpose of refiling Exhibit 10.15 in connection with a request for confidential treatment.  This Amendment to the 2010 2Q Form 10-Q does not alter or affect any other part or any other information set forth in the 2010 2Q Form 10-Q.


Item 6.
Exhibits

Exhibit
Number
  
Description
10.1
  
Convertible Debenture Hedge Transaction Confirmation, dated April 5, 2010, by and between SunPower Corporation and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 9, 2010).
10.2
  
Convertible Debenture Hedge Transaction Confirmation, dated April 5, 2010, by and between SunPower Corporation and Barclays Bank PLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 9, 2010).
10.3
  
Convertible Debenture Hedge Transaction Confirmation, dated April 5, 2010, by and between SunPower Corporation and Credit Suisse International (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 9, 2010).
10.4
  
Convertible Debenture Hedge Transaction Confirmation, dated April 5, 2010, by and between SunPower Corporation and Deutsche Bank AG, London Branch (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 9, 2010).
10.5
  
Warrant Transaction Confirmation, dated April 5, 2010, by and between SunPower Corporation and Bank of America, N.A. (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 9, 2010).
10.6
  
Warrant Transaction Confirmation, dated April 5, 2010, by and between SunPower Corporation and Barclays Bank PLC (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 9, 2010).
10.7
  
Warrant Transaction Confirmation, dated April 5, 2010, by and between SunPower Corporation and Credit Suisse International (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 9, 2010).
10.8
  
Warrant Transaction Confirmation, dated April 5, 2010, by and between SunPower Corporation and Deutsche Bank AG, London Branch (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 9, 2010).
10.9
  +
Fifth Amendment to Amended and Restated Credit Agreement, dated April 12, 2010, by and among SunPower Corporation, SunPower North America, LLC, SunPower Corporation, Systems, and Wells Fargo Bank, National Association.
10.10
  +†
Letter of Credit Facility Agreement, dated April 12, 2010, by and among SunPower Corporation, the Subsidiary Guarantors and Subsidiary Applicants parties thereto from time to time, the Banks thereto from time to time, Bank of America, N.A., as Syndication Agent, Deutsche Bank AG New York Branch, as Issuing Bank and Administartive Agent, and Deutsche Bank Securities Inc., as Sole Bookrunner and Arranger.
10.11
  +
Security Agreement, dated April 12, 2010, by and among SunPower Corporation, SunPower North America LLC, SunPower Corporation, Systems, and Deutsche Bank AG New York Branch, as Administrative Agent.
10.12
  +
Cash Collateral Account Security, Pledge and Assignment Agreement and Control Agreement, dated April 12, 2010, by and among SunPower Corporation, Deutsche Bank AG New York Branch, as Administrative Agent, and Deutsche Bank Trust Company Americas, as depository bank and securities intermediary.
10.13
  +†
Mortgage Loan Agreement, dated May 6, 2010, by and among SunPower Philippines Manufacturing Ltd., SPML Land, Inc. and International Finance Corporation.
10.14
  +
Guarantee Agreement, dated May 6, 2010, between SunPower Corporation and International Finance Corporation.
10.15
  *†
Joint Venture Agreement, dated May 27, 2010, by and among SunPower Technology, Ltd., AU Optronics Singapore Pte. Ltd., AU Optronics Corporation and SunPower Malaysia Manufacturing Sdn. Bhd.
31.1
  *
Certification by Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
31.2
  *
Certification by Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).
32.1
  +
Certification Furnished Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
  +^
XBRL Instance Document.
101.SCH
  +^
XBRL Taxonomy Schema Document.
101.CAL
  +^
XBRL Taxonomy Calculation Linkbase Document.
101.LAB
  +^
XBRL Taxonomy Label Linkbase Document.
101.PRE
  +^
XBRL Taxonomy Presentation Linkbase Document.
101.DEF 
  +^ 
XBRL Taxonomy Definition Linkbase Document.

 
Exhibits marked with an addition (+) were filed with the 2010 2Q Form 10-Q.

Exhibits marked with an asterisk (*) are filed herewith.
 
Exhibits marked with a cross (†) are subject to a request for confidential treatment filed with the Securities and Exchange Commission.

Exhibits marked with a carrot (^) are XBRL (Extensible Business Reporting Language) information.

 
 
 
 
 
 
 
 


 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned thereto duly authorized.

 
       
     
  SUNPOWER CORPORATION  
     
     
Dated: October 1, 2010
 By: /s/ DENNIS V. ARRIOLA
       
    Dennis V. Arriola
   
Executive Vice President and
Chief Financial Officer


 
 
 
 
 
 
 
 



EXHIBITS FILED HEREWITH

Exhibit
Number
  
Description
10.15
*†
Joint Venture Agreement, dated May 27, 2010, by and among SunPower Technology, Ltd., AU Optronics Singapore Pte. Ltd., AU Optronics Corporation and SunPower Malaysia Manufacturing Sdn. Bhd.
31.1
*
Certification by Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
31.2
*
Certification by Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).

 
Exhibits marked with an asterisk (*) are filed herewith.
 
Exhibits marked with a cross (†) are subject to a request for confidential treatment filed with the Securities and Exchange Commission.