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): March 18, 2005
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
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 -- REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The Board of Directors of Calpine Corporation (the "Company") has approved,
and the Company and the Rights Agent have entered into, Amendment No. 2 to
Rights Agreement, dated as of March 18, 2005 (the "Amendment"), amending the
Company's Amended and Restated Rights Agreement, dated as of September 19, 2001,
as amended by Amendment No. 1 to Rights Agreement, dated as of September 28,
2004 (as amended to date, the "Rights Agreement"). Pursuant to the Rights
Agreement, each share of the Company's common stock, par value $.001 per share,
includes one preferred share purchase right (a "Right") representing a
contingent right to purchase, under certain circumstances, one one-thousandth of
a share of the Company's Series A Participating Preferred Stock, par value $.001
per share. Pursuant to the Amendment, the "Final Expiration Date," as defined in
the Rights Agreement, has been changed from June 5, 2007 (the date that is ten
years after the original Rights dividend declaration date), to May 1, 2005. The
change will have the effect of causing the Rights Agreement and the Rights to
terminate at the close of business on May 1, 2005, unless a change of control
event under the Rights Agreement occurs prior thereto. Amendment No. 2 to Rights
Agreement is filed herewith as Exhibit 4.1.
SECTION 3 -- SECURITIES AND TRADING MARKETS
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
The information set forth under Item 1.01 "Entry into a Material Definitive
Agreement" of this From 8-K is incorporated herein by reference.
SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
4.1. Amendment No. 2 to Rights Agreement, dated as of March 18, 2005,
between Calpine Corporation and EquiServe Trust Company, N.A., as
Rights Agent
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, Controller and
Chief Accounting Officer
Date: March 22, 2005
EXHIBITS
4.1. Amendment No. 2 to Rights Agreement, dated as of March 18, 2005, between
Calpine Corporation and EquiServe Trust Company, N.A., as Rights Agent