SAN JOSE, Calif., Nov. 15, 2011 /PRNewswire/ -- SunPower Corp.
(NASDAQ: SPWRA, SPWRB) today announced that at a special meeting of
stockholders held earlier today, the company's stockholders
approved a proposal to reclassify all outstanding shares of its
Class A common stock and Class B common stock into a single class
of common stock on a one-for-one basis. The reclassification
proposal required the affirmative vote of the holders of a majority
of the voting power of the Class A common stock and Class B common
stock voting as a single class, as well as the affirmative vote of
the holders of a majority of the Class B common stock voting as a
separate class.
To implement the reclassification, the company will file today a
Restated Certificate of Incorporation with the Secretary of State
of the State of Delaware, which
will become effective at 5 p.m. Eastern
Standard Time on November 16,
2011. Upon the effectiveness of the Restated
Certificate of Incorporation, each share of the company's
outstanding Class A common stock and Class B common stock will
automatically be reclassified as, and become one share of, a new
single class of common stock named "common stock" that has the same
voting powers, preferences, rights and qualifications, limitations
and restrictions as the current Class A common stock.
Stockholders need not take any action to reclassify their
shares. Any existing stock certificates validly issued for shares
of the company's Class A common stock or Class B common stock will
represent shares of the company's new, single class of common
stock, and shares held in brokerage accounts will be automatically
adjusted by the broker to reflect the reclassification and name
change.
The company expects that, beginning on November 17, 2011, trading in the Class A common
stock (SPWRA) and Class B common stock (SPWRB) on the Nasdaq Global
Select Market will be suspended, and all trading in SunPower common
stock will be under the ticker symbol SPWR. The new CUSIP number
for SunPower common stock will be 867652 406.
Adoption of the reclassification proposal has no effect upon the
company's future operations or on the substantive rights of holders
of shares of Class A common stock or Class B common stock, except
for the elimination of the different voting powers of the two
classes of stock.
At the special meeting, SunPower stockholders also approved a
proposal to permit, under the Restated Certificate of
Incorporation, action by written consent of the stockholders
without a meeting, so long as Total continues to hold a majority of
the Company's voting shares. In addition, the stockholders
approved the Third Amended and Restated SunPower Corporation 2005
Stock Incentive Plan, which includes an increase in the number of
shares available for issuance under the plan by 2,500,000.
About SunPower
SunPower Corp. (NASDAQ: SPWRA, SPWRB) designs, manufactures and
delivers the highest efficiency, highest reliability solar panels
and systems available today. Residential, business, government and
utility customers rely on the company's quarter century of
experience and guaranteed performance to provide maximum return on
investment throughout the life of the solar system. Headquartered
in San Jose, Calif., SunPower has
offices in North America,
Europe, Australia and Asia. For more information, visit
www.sunpowercorp.com.
Note Concerning Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are statements that do not
represent historical facts and the assumptions underlying such
statements. The company uses words such as "will," "expects,"
and similar expressions to identify forward-looking statements.
These statements include, but are not limited to, statements about
the company's plans and expectations regarding the reclassification
of its Class A common stock and Class B common stock into a single
class of common stock, actions to be taken by the company,
beginning of trading on Nasdaq under a single stock symbol, and
other statements that are not historical facts. The forward-looking
statements in this press release are based on information available
to the company as of the date of this release and involve a number
of risks and uncertainties, some beyond the company's control, that
could cause actual results to differ materially from those
anticipated by these forward-looking statements. All of the
forward-looking statements are qualified in their entirety by
reference to the risk factors discussed in the company's Annual
Report on Form 10-K for the year ended January 2, 2011, Quarterly Reports on Form 10-Q
for the quarters ended April 3, 2011,
July 3, 2011 and October 2, 2011 and other filings with the
Securities and Exchange Commission. There may be other factors of
which the company is not currently aware that may affect matters
discussed in the forward-looking statements and may also cause
actual results to differ materially from those discussed. These
forward-looking statements should not be relied upon as
representing the company's views as of any subsequent date, and the
company is under no obligation to, and expressly disclaims any
responsibility to, update or alter its forward-looking statements,
whether as a result of new information, future events or
otherwise.
SOURCE SunPower Corp.