UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 23, 2009
CALPINE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-12079 | 77-0212977 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
717 Texas Avenue, Suite 1000, Houston, Texas 77002
(Address of principal executive office and zip code)
Registrant’s telephone number, including area code: (713) 830-8775
Not applicable
(Former name or former address if changed since last report)
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
| ITEM 8.01 — OTHER EVENTS | ||
| ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS | ||
| SIGNATURES | ||
| EXHIBIT INDEX |
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Explanatory Note
This amendment to the Current Report on Form 8-K filed on April 24, 2009, is being filed solely to refile the underwriting agreement referred to below in order to correct the purchase price contained in Section 3.
ITEM 8.01 — Other Events
On April 23, 2009, Calpine Corporation (the “Company”) and Harbinger Capital Partners Master Fund I, Ltd. (the “Selling Stockholder”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. Incorporated, as underwriter (the “Underwriter”). Pursuant to the Underwriting Agreement, the Selling Stockholder agreed to sell, and the Underwriter agreed to purchase, 20,000,000 shares of the Company’s common stock, par value $0.001 per share. In addition, the Selling Stockholder has granted the underwriter a 30-day option to purchase up to 3,000,000 additional shares of common stock solely to cover over-allotments. The public offering and sale (the “Offering”) contemplated by the Underwriting Agreement will be completed on or about April 29, 2009. The Company will not sell any shares and will not receive any proceeds from the sale of shares in the Offering.
The Offering of the shares by the Selling Stockholder of the Company’s common stock pursuant to the Underwriting Agreement has been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3 (Registration No. 333-152982). A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated by reference herein.
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated April 23, 2009, among Calpine Corporation, the selling stockholder named therein and Morgan Stanley & Co. Incorporated, the underwriter named therein.* |
__________
* Filed herewith.
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SIGNATURES
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.
CALPINE CORPORATION
| By: | /s/ Zamir Rauf | |||
| Zamir Rauf | ||||
| Executive Vice President and | ||||
| Chief Financial Officer | ||||
| Date: April 24, 2009 |
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated April 23, 2009, among Calpine Corporation, the selling stockholder named therein and Morgan Stanley & Co. Incorporated, the underwriter named therein.* |
__________
* Filed herewith.
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