SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934

SunPower Corporation

 

(Exact Name of Registrant as Specified in Its Charter)

Delaware		94-3008969
(State of Incorporation or Organization)		(I.R.S. Employer Identification No.)
3939 North First Street, San Jose, California		95134
(Address of Principal Executive Offices)		(Zip Code)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. þ		If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective Pursuant to General Instruction A.(d), please check the following box. o

Securities Act registration statement file number to which this form relates:
		(If applicable)

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

Title of Each Class		Name of Each Exchange on Which
to be so Registered		Each Class is to be Registered
Class A Preferred Stock Purchase Rights		The Nasdaq Stock Market
Class B Preferred Stock Purchase Rights		The Nasdaq Stock Market

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

None.

 

 

Item 1.		Description of Registrant’s Securities to be Registered

     The description of the rights to be issued pursuant to the Rights Agreement, dated as of August 12, 2008, between SunPower Corporation (the “Company”) and Computershare Trust Company, N.A., set forth under the heading “Rights Plan” in the Company’s Form 8-K filed on August 12, 2008, is hereby incorporated by reference.

Item 2.		Exhibits

Number				Description
	4.1			Rights Agreement, dated as of August 12, 2008, between the Company and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on August 12, 2008).

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: August 25, 2008