Peter Aschenbrenner under SEC investigation in AstroPower Saga

Trouble under the SunPower

Well, you can tell I have been distracted by personal issues to not notice this blockbuster and underreported news: SunPower sales up; SEC investigates employee (free registration may be required). This story was first reported by Sarah Jane Tribble at the Mercury News with contributions from Troy Wolverton.

Per an amended Current Report 8-K/A filed by SunPower Corporation (NASDAQ:SPWR) with the SEC on January 25, 2007, Peter Aschenbrenner was sent a Wells Notice from the Securities and Exchange Commission (SEC) on December 12, 2006. The Wells Notice relates to Mr. Aschenbrenner’s role as Sr. Vice President, Global Operations, with AstroPower and alleges improper revenue recognition and insider trading. Here is the relevant section from the amended filing buried on page 50:

From April 1994 through March 2003, Mr. Aschenbrenner served as senior vice President of Global Operations at AstroPower, Inc., a solar product manufacturing company that filed for bankruptcy in February 2004 and was acquired by the General Electric Corporation. By letter dated December 12, 2006, the SEC enforcement staff notified Peter Aschenbrenner (in what is commonly referred to as a “Wells Notice”) that it intended to recommend that the SEC take legal action against him. The Wells Notice alleges that Mr. Aschenbrenner played a role in AstroPower, Inc.’s allegedly improper recognition of revenue and that Mr. Aschenbrenner committed insider trading. Under the SEC’s rules Mr. Aschenbrenner is permitted to make a submission to the staff in which he seeks to persuade the SEC that no such action should be commenced. Mr. Aschenbrenner reports that he has obtained an extension of time to file his response, and that it is now due on February 8, 2007. The transactions at issue in the Wells Notice predate Mr. Aschenbrenner’s tenure with the Company, and the SEC’s inquiry is not directed at, and does not concern, the Company or any other member of the Board or management.

If you need a primer on the AstroPower story, please review my epic forensic post: AstroPower: Decline of a solar photovoltaic star remains an untold tragedy?

Given the notice and this historical article at Solarbuzz, AstroPower Announces Management Changes; CEO And CFO Resign, citing Peter Aschenbrenner leaving AstroPower in the same time frame, it appears Mr. Aschenbrenner is one of the two other management employees removed by AstroPower’s Board of Directors as announced on May 27, 2003. Was the other unnamed management employee also sent a Wells Notice?

Per the Mercury News, SunPower has not disclosed when they learned of the Wells Notice to Mr. Aschenbrenner:

SunPower spokeswoman Julie Blunden declined to disclose when Aschenbrenner told SunPower executives about the notice, but called it a ``personnel matter.''

However, the time line raises questions about when SunPower and their Board of Directors learned of the notice and if this influenced their decision to remove Mr. Aschenbrenner’s Sales responsibilities and executive officer status per the original Current Report 8-K first filed on January 10, 2007:

In connection with the completion of the Merger, the Board appointed Mr. Dinwoodie as Chief Executive Officer of the PowerLight business, Mr. Wenger as Executive Vice President, Sales of the Company and Mr. Ledesma as General Counsel of the Company. In addition, the Board appointed Peter Aschenbrenner, formerly the Vice President, Sales and Marketing of SunPower, as Vice President, Marketing of the Company. In light of the change in Mr. Aschenbrenner’s responsibilities, the Board determined that he would no longer be an executive officer of SunPower.

In an ironic twist, SunPower’s new Vice President, Sales, (or Vice President, Global Business Units?) Mr. Howard Wenger, is also an AstroPower alumnus, last serving as Vice President, North American Business, for AstroPower, Inc.

I was excited to notice a few folks from the SEC reading my AstroPower post last year. It is my sincere hope this may have helped or prodded their further investigation of the events leading up to the AstroPower bankruptcy.

And if you are an email subscriber to GUNTHER Portfolio, I apologize for the random mailings by FeedBurner of two old posts in the last week. I have posted a question about this on one of their support forums, but I am wondering if this is instead a New Blogger issue.