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 14, 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 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 14, 2005, the Board of Directors of Calpine Corporation (the
"Company") approved an amendment to the Company's 1996 Stock Incentive Plan, as
amended (the "Stock Incentive Plan"). The amendment provides that all options
held by a member of the Board of Directors who has completed at least three
years of service on the Board of Directors will become fully vested upon such
director's termination of service on the Board of Directors and will remain
exercisable for the full term of the option.
As described in Item 5.02(d) below, on September 19, 2005, Walter L. Revell
and William J. Keese were elected to the Company's Board of Directors. Upon
their election, Messrs. Revell and Keese each received a stock option grant
under the Stock Incentive Plan exercisable for 50,000 shares of the Company's
common stock. Subject to the amendment described above, each option will vest in
a series of four successive equal annual installments upon the optionee's
completion of each year of Board service over the four-year period measured from
the option grant date.
ITEM 5.02 - DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b) On September 14, 2005, Jeffrey E. Garten retired as a member of the
Company's Board of Directors. On the same day, John O. Wilson, also a member of
the Board of Directors, informed the Board that he plans to retire from the
Board of Directors later this year.
(d) Effective on September 19, 2005, the Board of Directors unanimously
elected two new members: Walter L. Revell, Chairman and Chief Executive Officer
of Revell Investments International, Inc., and William J. Keese, former Chairman
of the California Energy Commission. Mr. Revell has been named to the Audit and
Compensation Committees of the Board, and Mr. Keese has been named to the
Nominating and Governance Committee of the Board. There are no arrangements or
understandings between Messrs. Revell or Keese and any other persons pursuant to
which either was selected as a director, and there are no reportable
transactions under Item 404(a) of Regulation S-K.
A copy of the press release announcing the retirement of Messrs. Garten and
Wilson, and the election of Messrs. Revell and Keese, is filed as Exhibit 99.1
to this Report.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release dated September 20, 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 20, 2005
EXHIBIT INDEX
Exhibit Description
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99.1 Press release dated September 20, 2005
================================================================================
EXHIBIT 99.1
NEWS RELEASE CONTACTS: (408) 995-5115
Media Relations: Katherine Potter, Ext. 1168
Investor Relations: Karen Bunton, Ext. 1121
William J. Keese and Walter L. Revell Join
Calpine's Board of Directors
(SAN JOSE, Calif.) /PR Newswire - First Call/ September 20, 2005 - The
Calpine Corporation [NYSE:CPN] Board of Directors has named two new independent
directors: William J. Keese, former Chairman of the California Energy
Commission, and Walter L. Revell, Chairman and Chief Executive Officer of Revell
Investments International, Inc. Keese and Revell are replacing two distinguished
directors, Jeffrey E. Garten, who retired September 14, and John O. Wilson, who
plans to retire later this year. Calpine Director Gerald Greenwald has been
appointed Chair of Calpine's Compensation Committee, replacing Garten, and
Director Susan Wang will serve as Chair of Calpine's Audit Committee upon
Wilson's retirement.
"We are honored to have Bill Keese and Walter Revell join Calpine's Board
of Directors," said Calpine Chairman, President and Chief Executive Officer
Peter Cartwright. "Together they bring to Calpine extensive experience and
service in the energy, government and private sectors. Their commitment to
excellence and diverse public policy and management leadership will strengthen
our Board and further enhance Calpine's core operating strengths and corporate
culture."
Keese brings to Calpine more than 25 years of experience in the energy
industry, most recently serving as Chairman of the California Energy Commission
(CEC). During his eight-year tenure with the CEC, Keese was Chair of the
National Association of State Energy Officials and the Western Interstate Energy
Board. Prior to his distinguished career at the CEC, he served as a California
public affairs advocate and consultant, representing energy and professional
clients. He currently is a California Representative to, and Co-Chair of, the
Western Governors' Association Clean and Diversified Energy Advisory Committee
and the Board of the Alliance to Save Energy. Keese earned his Juris Doctorate
at Loyola University, Los Angeles and is a member of the American, California
and Sacramento Bar Associations.
Chairman and Chief Executive Officer of Revell Investments International,
Inc., an investment, development and management company, Revell has enjoyed a
successful career in the public and private sectors. Prior to founding Revell
Investments in 1984, he was Chairman and Chief Executive Officer of H. J. Ross
Associates, an engineering services company. He has served in a variety of
senior management positions in leading engineering, telecommunications and real
estate firms. During Revell's years of public service in Florida, he served as
Secretary of Transportation and as Vice Chairman of the Public Facilities
Financing Commission. He chaired the Florida Energy 2020 Study Commission, and
the Florida and Greater Miami Chambers of Commerce. Revell earned a Bachelor of
Science degree from Florida State University.
Calpine Chairman, Chief Executive Officer and President Peter Cartwright
stated, "Jeff Garten and John Wilson have helped guide Calpine during our
company's transition from a small, power plant developer, to a 27,000-megawatt
North American power company, active in every major North American power market.
Their contributions over the past eight years have helped create a collaborative
and independent Board. We wish them every success in their new ventures."
Garten and Wilson joined Calpine's Board in 1997, shortly after the
company's initial public offering. Their counsel, leadership and wide-ranging
contributions have gone well beyond their highly regarded careers in academia,
finance and government service. Garten is retiring to pursue a new business
venture and to devote more time to his new teaching responsibilities at Yale.
Wilson plans to devote his time to academia and will continue to serve as a
faculty member of the University of California at Berkeley.
About Calpine
A major power company, Calpine Corporation supplies customers and
communities with electricity from clean, efficient, natural gas-fired and
geothermal power plants. Calpine owns, leases and operates integrated systems of
plants in 21 U.S. states and in three Canadian provinces. Its customized
products and services include wholesale and retail electricity, natural gas, gas
turbine components and services, energy management, and a wide range of power
plant engineering, construction and operations services. Calpine was founded in
1984. It is included in the S&P 500 Index and is publicly traded on the New York
Stock Exchange under the symbol CPN. For more information, visit
http://www.calpine.com.