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): September 9, 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))
ITEM 8.01 -- OTHER EVENTS
On September 9, 2005, the Registrant issued the press release attached
hereto as Exhibit 99.1.
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 September 9, 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/ Robert D. Kelly
------------------------------------
Robert D. Kelly
Executive Vice President and
Chief Financial Officer
Date: September 15, 2005
EXHIBIT INDEX
Exhibit Description
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99.1 Press release dated September 9, 2005
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EXHIBIT 99.1
NEWS RELEASE CONTACTS: (408) 995-5115
Media Relations: Katherine Potter, Ext. 1168
Investor Relations: Karen Bunton, Ext 1121
Calpine Commences Preferred Shares Offering by
CCFC Preferred Holdings, LLC
(SAN JOSE, Calif.) /PR Newswire - First Call/ Sept. 9, 2005 - Calpine
Corporation's [NYSE: CPN] indirect subsidiary, CCFC Preferred Holdings, LLC
(CCFC Holdings), intends to commence a private placement of Redeemable Preferred
Shares due 2011. Proceeds from the offering of the Redeemable Preferred Shares,
which are expected to be $400 million, will ultimately be used as permitted by
Calpine's existing bond indentures.
The Redeemable Preferred Shares have not been registered under the
Securities Act of 1933, as amended, and may not be offered in the United States
or any state absent registration or an applicable exemption from registration
requirements. The Redeemable Preferred Shares will be offered in a private
placement in the United States under Section 4(2) and Regulation D under the
Securities Act of 1933. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy. Securities laws applicable to private
placements limit the extent of information that can be provided at this time.