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): April 14, 2005
CALPINE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of Other Jurisdiction of Incorporation)
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
(Address of principal executive offices and telephone number)
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))
ITEM 7.01 -- REGULATION FD DISCLOSURE.
On April 14, 2005, Calpine Corporation issued the press release attached as
Exhibit 99.1 hereto regarding the continued evaluation of strategic alternatives
for its Saltend Energy Center.
ITEM 9.01 -- FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
99.1. Press release, dated April 14, 2005.
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: April 14, 2005
EXHIBIT 99.1.
NEWS RELEASE CONTACTS: (408) 995-5115
Media Relations: Katherine Potter, X1168
Investor Relations: Rick Barraza, Ext. 1125
Calpine Continues to Evaluate Strategic Alternatives
For the Saltend Energy Centre
(SAN JOSE, Calif.) /PR Newswire - First Call/ April 14, 2005 - Calpine
Corporation [NYSE:CPN], in response to yesterday's news release issued by
Harbert Distressed Investment Master Fund, Ltd. related to the Saltend Energy
Centre, stated:
"Calpine and its subsidiaries are in full compliance with all
covenants and other legal obligations relating to the Saltend Energy
Centre. As previously announced, we are evaluating strategic financial
alternatives for the Saltend Energy Centre, including the potential
sale of the power plant. In the event of a sale, all proceeds will be
distributed as permitted by Calpine's existing bond indentures and in
compliance with applicable laws."
Calpine Corporation is a North American power company dedicated to
providing electric power to customers from clean, efficient, natural gas-fired
and geothermal power plants. The company is listed on the S&P 500. The company
was founded in 1984 and is publicly traded on the New York Stock Exchange under
the symbol CPN. For more information, visit www.calpine.com.
This news release discusses certain matters that may be considered
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, including statements regarding the intent, belief or current
expectations of Calpine Corporation ("the Company") and its management.
Prospective investors are cautioned that any such forward-looking statements are
not guarantees of future performance and involve a number of risks and
uncertainties that could materially affect actual results such as, but not
limited to, (i) the timing and extent of deregulation of energy markets and the
rules and regulations adopted on a transitional basis with respect thereto; (ii)
the timing and extent of changes in commodity prices for energy, particularly
natural gas and electricity; (iii) unscheduled outages of operating plants; (iv)
a competitor's development of lower cost generating gas-fired power plants; (v)
risks associated with marketing and selling power from power plants in the
newly-competitive energy market; (vi) other risks identified from time-to-time
in the Company's reports and registration statements filed with the SEC,
including the risk factors identified in its Annual Report on Form 10-K for the
year ended December 31, 2004, which can also be found on the Company's website
at www.calpine.com. All information set forth in this news release is as of
today's date, and the Company undertakes no duty to update this information.