Filed
Pursuant to Rule 424(b)(3)
Registration
Statement No. 333-140272
Prospectus
Supplement No 2
(To
Prospectus dated January 29, 2007 and Prospectus Supplement dated April 23,
2009)
55,417
Shares
Class A
Common Stock
On April
23, 2009, SunPower Corporation (“SunPower”) filed a prospectus supplement (the
“April 23 Prospectus Supplement”) to the Prospectus, dated January 29, 2007,
included as part of the registration statement on Form S-3 (File No.
333-140272), registering for resale the shares of SunPower’s class A common
stock, par value $0.001 per share (the “SunPower Common Stock”), issued to the
selling stockholders named in the April 23 Prospectus Supplement who acquired an
aggregate of 55,417 shares of SunPower Common Stock in connection with
SunPower's acquisition of Tilt Solar, LLC on April 14, 2009 (the
“Acquisition”).
In
connection with the Acquisition, SunPower entered into a Registration Rights
Agreement dated April 14, 2009 (the “Registration Rights Agreement”), pursuant
to which the former Tilt Solar membership interest holders were granted certain
registration rights with respect to the shares of SunPower Common Stock they
received pursuant to the terms of the Acquisition. SunPower has no
further obligation under the Registration Rights Agreement to continue to
register for resale such shares of SunPower Common Stock issued pursuant to the
terms of the Acquisition. Therefore, the offering contemplated by the
April 23 Prospectus Supplement has been completed and, effective immediately,
SunPower hereby amends the April 23 Prospectus Supplement in order to revoke,
withdraw and cancel the April 23 Prospectus Supplement. SunPower
hereby confirms that the April 23 Prospectus Supplement shall no longer be
available to be used by the selling stockholders named in the April 23
Prospectus Supplement for resale of the shares of SunPower Common Stock
described in the April 23 Prospectus Supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus supplement and the accompanying prospectus. Any
representation to the contrary is a criminal offense.
Prospectus
Supplement dated October 29, 2009.