Delaware | 94-3008969 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
77 Rio Robles San Jose, California | 95134 |
(Address of Principal Executive Offices) | (Zip Code) |
Large accelerated filer x | Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Emerging growth company o |
Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share (2) | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration Fee | |||||||
Common Stock, par value $0.001 per share | 4,189,819 | $8.23 | $34,482,210.37 | $4,293.04 |
(1) | Represents shares of common stock, par value $0.001 per share (the “Common Stock”), of SunPower Corporation, a Delaware corporation (the “Registrant”), approved for issuance pursuant to the SunPower Corporation 2015 Omnibus Incentive Plan. Each share of Common Stock includes a right to purchase shares of a participating series of the Registrant’s preferred stock. In the event of a stock split, stock dividend or similar transaction involving the Registrant’s Common Stock, the number of shares registered hereby shall automatically be adjusted in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”). |
(2) | Estimated solely for purposes of calculating the amount of the registration fee, calculated pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sales prices of the Common Stock on May 4, 2018 as reported on the NASDAQ Global Select Market. |
(a) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed February 15, 2018; |
(b) | The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2018 filed May 8, 2018; |
(c) | The Registrant’s Current Reports on Form 8-K filed February 5, 2018, February 22, 2018, March 1, 2018, March 28, 2018, April 18, 2018, and May 2, 2018 (two reports, filed portions only); |
(d) | The description of the Registrant’s Common Stock included in the Registrant’s Form 8-A (File No. 001-34166) filed on November 16, 2011, the Registrant’s Form 8-A/A (File No. 001-34166) filed on May 10, 2012, and any amendment or report the Registrant may file with the SEC for the purpose of updating such description; and |
(e) | The description of the rights issued pursuant to the Amended and Restated Rights Agreement, dated as of November 16, 2011 (as amended), between the Registrant and Computershare Trust Company, N.A., as rights agent, included in the Registrant’s Form 8-A (File No. 001-34166) filed on August 25, 2008, the Registrant’s Form 8-A/As filed on May 6, 2011, June 15, 2011, November 16, 2011 and May 10, 2012, and any amendment or report the Registrant may file with the SEC for the purpose of updating such description. |
• | breach of the director’s duty of loyalty to the corporation or its stockholders; |
• | acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
• | unlawful payment of dividends or unlawful stock purchases or redemptions; and |
• | any transaction from which a director derived an improper personal benefit. |
Exhibit Number | Description of Exhibit | |
4.1 | SunPower Corporation 2015 Omnibus Incentive Plan and forms of agreements thereunder (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-205207) filed with the Securities and Exchange Commission on June 25, 2015). | |
4.2 | Forms of agreements under SunPower Corporation 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.60 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-34166) filed with the Securities and Exchange Commission on May 6, 2016). | |
Opinion of Jones Day | ||
Consent of Ernst & Young LLP, independent registered public accounting firm | ||
Consent of Jones Day (included in Exhibit 5.1) | ||
Powers of Attorney (included on the signature page to this Registration Statement) |
(a) | The undersigned Registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised |
SUNPOWER CORPORATION | ||
By: | /S/ CHARLES D. BOYNTON | |
Name: | Charles D. Boynton | |
Title: | Executive Vice President and Chief Financial Officer |
Signature | Title | Date | ||
/S/ THOMAS H. WERNER | Chief Executive Officer and Chairman of the Board of Directors | May 8, 2018 | ||
Thomas H. Werner | (Principal Executive Officer) | |||
/S/ CHARLES D. BOYNTON | Executive Vice President and Chief Financial Officer | May 8, 2018 | ||
Charles D. Boynton | (Principal Financial Officer) | |||
/S/ VIDUL PRAKASH | Vice President and Principal Accounting Officer | May 8, 2018 | ||
Vidul Prakash | (Principal Accounting Officer) | |||
/S/ FRANCOIS BADOUAL | Director | May 8, 2018 | ||
Francois Badoual | ||||
/S/ HELLE KRISTOFFERSEN | Director | May 8, 2018 | ||
Helle Kristoffersen | ||||
/S/ ANTOINE LARENAUDIE | Director | May 8, 2018 | ||
Antoine Larenaudie | ||||
/S/ CATHERINE A. LESJAK | Director | May 8, 2018 | ||
Catherine A. Lesjak | ||||
/S/ THOMAS R. MCDANIEL | Director | May 8, 2018 | ||
Thomas R. McDaniel | ||||
/S/ LADISLAS PASZKIEWICZ | Director | May 8, 2018 | ||
Ladislas Paszkiewicz | ||||
/S/ JULIEN POUGET | Director | May 8, 2018 | ||
Julien Pouget | ||||
/S/ PATRICK WOOD III | Director | May 8, 2018 | ||
Patrick Wood III |
1. | the Shares that may be issued or delivered and sold pursuant to the Plan and the authorized forms of stock option, restricted stock or other applicable award agreements thereunder (the “Award Agreements”) will be, when issued or delivered and sold in accordance with the Plan and the Award Agreements, validly issued, fully paid and nonassessable, provided that the consideration for such shares is at least equal to the stated par value thereof. |
2. | when issued in accordance with the terms of the Rights Agreement, the Rights will constitute valid and binding obligations of the Company. |
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