UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2004 CALPINE CORPORATION (A Delaware Corporation) Commission File Number: 001-12079 I.R.S. Employer Identification No. 77-0212977 50 West San Fernando Street San Jose, California 95113 Telephone: (408) 995-5115 ITEM 5. OTHER EVENTS NEWS RELEASE CONTACTS: (408) 995-5115 Media Relations: Katherine Potter, x1168 Investor Relations: Rick Barraza, x1125 Calpine Announces Initial Purchaser Exercises Option to Purchase Additional $250 Million of 4 3/4% Senior Unsecured Convertible Notes Due 2023 (SAN JOSE, CALIF.) /PRNEWSWIRE - First Call/ Jan. 6, 2004 - Calpine Corporation [NYSE:CPN] today announced that it has sold an additional $250 million of its 4 3/4% Senior Unsecured Convertible Notes Due 2023, pursuant to the exercise by the initial purchaser of its entire remaining option. This transaction is expected to close on January 9, 2004. Net proceeds from the offering will be used to repurchase or repay existing indebtedness. The 4 3/4% Senior Unsecured Convertible Notes Due 2023 were offered in a private placement under Rule 144A, have not been registered under the Securities Act of 1933, and may not be offered in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy. Securities laws applicable to private placements under Rule 144A limit the extent of information that can be provided at this time. 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/ Charles B. Clark, Jr. ------------------------- Charles B. Clark, Jr. Senior Vice President and Controller Chief Accounting Officer Date: January 6, 2004