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): February 3, 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
Pre-Arranged Trading Plan Executed on Behalf of Calpine Executive
(SAN JOSE, CALIF.) /PR Newswire-First Call/ February 3, 2004 - Calpine
Corporation [NYSE:CPN] today announced that Chairman, Chief Executive Officer
and President Peter Cartwright plans to exercise certain of his Calpine options,
which otherwise would expire on September 30, 2004 and December 31, 2004. On
each exercise date, Mr. Cartwright will sell only a sufficient amount of option
shares to pay the exercise price of the options and to cover taxes and fees. He
expects to hold the majority of the exercised option shares. Mr. Cartwright's
transactions are pursuant to a pre-arranged structured sales plan that is in
accordance with both the Securities and Exchange Commission's Rule 10b5-1 and
Calpine's insider trading policy. The first of these pre-arranged exercises and
sales occurred on February 2, 2004 and will continue on the 1st and 15th of each
month, or the next trading day if those dates fall on a weekend or holiday,
through November 15, 2004.
As of February 2, 2004, Mr. Cartwright held 11,633,115 total options,
1,246,560 of which will expire on September 30, 2004, and 1,429,384 of which
will expire December 31, 2004. As of December 31, 2003, he owned 691,604 shares
of Calpine stock.
Pre-arranged trading plans created under Rule 10b5-1 allow company
employees to sell and purchase a company's stock pursuant to a predetermined
trading program established by the employee at a time the employee is not aware
of material non-public information. Mr. Cartwright entered into this arrangement
to exercise his expiring options during an open trading window in accordance
with Calpine's insider trading policy. A third-party broker administers Mr.
Cartwright's structured trading plan.
Calpine Corporation, celebrating its 20th year in power in 2004, is the
leading North American power company dedicated to providing electric power to
wholesale and industrial customers from clean, efficient, natural gas-fired and
geothermal power facilities. The company was founded in 1984 and is publicly
traded on the New York Stock Exchange under the symbol CPN. For more information
about Calpine, visit www.calpine.com.
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: February 3, 2004