8-K

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): October 6, 2009

SOLAR POWER, INC.

(Exact name of registrant as specified in its charter)

California	000-50142	20-4956638
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1115 Orlando Avenue
Roseville, California 95661-5247

(Address and telephone number of principal executive offices) (Zip Code)

(916) 746-0900

(Registrant’s telephone number, including area code)

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))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 3.02 Recent Sales of Unregistered Securities
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EX-99.1

Item 1.01 Entry into a Material Definitive Agreement.

Private Placement

          As previously reported on September 23, 2009, Solar Power, Inc. (“Solar Power” or the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) in connection with a private placement of its securities to certain institutional and accredited investors for aggregate gross proceeds of approximately $12,077,000, before placement agent fees and offering expenses of approximately $845,390 (the “Initial Closing”). At the Initial Closing, the purchasers purchased an aggregate of 12,077,000 shares of Common Stock of the Company (“Common Shares”) at a price of $1.00 per share. A second closing under the Purchase Agreement occurred on October 5, 2009 at which time certain institutional and accredited investors purchased an aggregate of 2,000,000 shares of Common Stock for aggregate gross proceeds of approximately $2 million, before placement agent fees and offering expenses of approximately $140,000. Deutsche Bank Securities Inc. (“DBSI”) served as the exclusive placement agent for the transaction.

     Pursuant to the Purchase Agreement, the Company is obligated to file a registration statement with the Securities and Exchange Commission within 30 days following the last closing of the sale of Common Shares, covering the resale of those shares by the purchasers. Each of the Company and the purchasers has agreed to indemnify the other party and certain affiliates against certain liability related to the registration statement.

          The foregoing summary of the terms and conditions of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, attached as an Exhibit to the Company’s Current Report on Form 8-K filed on September 23, 2009, and which is hereby incorporated herein by reference.

Item 3.02 Recent Sales of Unregistered Securities

          See Item 1.01 above, which disclosures are incorporated herein by reference. The issuance of Common Shares was completed in accordance with the exemption provided by Rule 506 of Regulation D of the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). Each of the purchasers represented that it is an accredited investor, as defined in Rule 501 of Regulation D, and that it was acquiring the securities for its own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(a) Exhibits.

          99.1 Press Release

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SIGNATURE

          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.

	SOLAR POWER, INC. a California Corporation
Dated: October 6, 2009	/s/ Alan M. Lefko
	Alan M. Lefko
	Vice President of Finance and Secretary

3

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

For additional information contact:

Steve Kircher, CEO
Solar Power, Inc.
(916) 745-0900 Brion Tanous
CleanTech IR, Inc.
(310) 541-6824
btanous@cleantech-ir.com

Solar Power, Inc. Announces Private Placement of $2,000,000 From One Additional Investor

Roseville, CA October 6, 2009—Solar Power, Inc. (“SPI”) (OTCBB: SOPW) announced today that it has entered into a definitive agreement for an additional $2,000,000 with one additional accredited investor who was unable to participate in the first closing of its previously announced private placement. This additional investment brings the aggregate gross proceeds to approximately $14,000,000 from the sale of approximately 14,000,000 shares of common stock before payment of placement agent commissions and offering expenses. The Company intends to use the net proceeds from this financing for general corporate purposes, including working capital.

Stephen Kircher, Chief Executive Officer of Solar Power, Inc. stated, “This second closing concludes this placement round and will allow us to continue to capitalize on our pipeline of opportunities and business growth.”

Deutsche Bank Securities, Inc. served as sole placement agent for the transaction.

The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and were sold in a private placement transaction in reliance on Section 4(2) of the Securities Act. Accordingly, the securities acquired in the private placement may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

In connection with this financing, Solar Power has agreed to prepare and file a registration statement covering the resale of the common stock purchased by the investors in the private placement. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities discussed herein, nor may there be any sale of the securities in any jurisdiction in which such offering would be unlawful.

For additional information, please refer to Solar Power’s current report on Form 8-K to be filed with the Securities and Exchange Commission with respect to this transaction.

About Solar Power, Inc.:

Founded in 2005, Solar Power, Inc. is a vertically integrated solar energy solution provider offering the North American commercial and public sector building markets a complete solution through a single brand. Throughout Europe, Asia and Australia the Company sells its products direct to distributors and turnkey solutions providers. The company’s Yes! Solar, Inc. subsidiary provides the U.S. small- to mid-sized business and residential market segments with turnkey PV solar systems. Solar Power, Inc. operates from its Roseville, California headquarters.

Safe Harbor Statement:

This release contains certain “forward-looking statements” relating to the business of Solar Power, Inc., its subsidiaries and the solar industry, which can be identified by the use of forward looking terminology such as “believes, expects” or similar expressions. The forward looking statements contained in this press release include statements regarding the Company’s ability to execute its growth plan and meet revenue and sales estimates, enter into formal long-term supply agreements, and market acceptance of products and services. These statements involve known and unknown risks and uncertainties, including, but are not limited to, general business conditions, managing growth, and political and other business risk. All forward-looking statements are expressly qualified in their entirety by this Cautionary Statement and the risks and other factors detailed in the Company’s reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities law.