0000867773SUNPOWER CORPfalse00008677732020-08-262020-08-26



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form 8-K/A

 
(Amendment No. 2)

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 26, 2020
 
SunPower Corporation
(Exact name of registrant as specified in its charter)

 
001-34166
(Commission File Number)
 
Delaware 94-3008969
(State or other jurisdiction
of incorporation)
(I.R.S. Employer
Identification No.)

51 Rio Robles, San Jose, California 95134
(Address of principal executive offices, with zip code)

(408) 240-5500
(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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class Trading Symbol Name of exchange on which registered
Common Stock SPWR NASDAQ
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Explanatory Note

On August 27, 2020, SunPower Corporation (the “Company”) filed with the Securities and Exchange Commission a current report on Form 8-K (the “Original Form 8-K”) which announced the completion of the spin-off ("Spin-Off") of Maxeon Solar Technologies, Ltd. (“Maxeon Solar”), a Singapore public company limited by shares. On September 1, 2020, the Company filed on Form 8-K/A an amendment to the Original Form 8-K (“Amendment No. 1”) to include the unaudited pro forma condensed consolidated financial information required by Item 9.01(b) of Form 8-K.

This amendment (“Amendment No. 2”) corrects revenue and cost of revenue amounts for all periods presented, and pro forma income (loss) before income taxes and equity in losses of unconsolidated investees, net income (loss), and net income attributable to shareholders for the fiscal year ended December 29, 2019, included in the unaudited pro forma condensed consolidated financial information originally reported in Amendment No. 1.




Item 9.01.
Financial Statements and Exhibits.
(b) Pro forma financial information.

In Amendment No. 1, the Company incorrectly stated the historical revenue and cost of revenue of Maxeon separation and as a result, pro forma revenue and cost of revenue for SunPower, for all periods presented. Also, pro forma Income (loss) before income taxes and equity in losses of unconsolidated investees, net income (loss), and net income attributable to shareholders were incorrectly stated due to a mathematical error.

The unaudited pro forma condensed consolidated balance sheet of the Company as of June 28, 2020 and the updated unaudited pro forma condensed consolidated statements of income of the Company for the six months ended June 28, 2020 and for the years ended December 31, 2019, December 30, 2018 and December 29, 2017 giving pro forma effect to the Spin-Off are included as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated into this Item 9.01 by reference.

(d) Exhibits.

Exhibit Title
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL







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.
 
SUNPOWER CORPORATION
September 14, 2020 By:
/S/ MANAVENDRA S. SIAL
Name: Manavendra S. Sial
Title:
Executive Vice President and
Chief Financial Officer



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