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): November 4, 2005
CALPINE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
Commission File Number: 001-12079
I.R.S. Employer Identification Number: 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 5.02 -- DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
(b) On November 4, 2005, Susan C. Schwab resigned from the Company's Board of
Directors due to her confirmation by the U.S. Senate as a Deputy U.S. Trade
Representative and John O. Wilson retired from the Board. A copy of the
related press release is filed as Exhibit 99.1 to this Report.
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 November 10, 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: November 10, 2005
EXHIBIT INDEX
Exhibit Description
------- -----------------------------------
99.1 Press release dated November 10, 2005
================================================================================
EXHIBIT 99.1
NEWS RELEASE
Media Relations: Katherine Potter Investor Relations: Karen Bunton
408-792-1168 408-792-1121
kpotter@calpine.com kbunton@calpine.com
Calpine Board Member Susan C. Schwab Confirmed
as a Deputy United States Trade Representative
John O. Wilson Retires
(SAN JOSE, Calif.) /PRNewswire-FirstCall/ Nov. 10, 2005 - Susan C. Schwab,
a member of Calpine Corporation's [NYSE:CPN] Board of Directors, was unanimously
confirmed by the United States Senate as a Deputy U.S. Trade Representative. Ms.
Schwab will be a top adviser to U.S. Trade Representative Rob Portman and tasked
to oversee U.S. trade relationships with Europe, the Middle East and the
Americas. As required by her new position, Ms. Schwab is leaving Calpine's
Board.
"We congratulate Susan on her confirmation for this exciting new
opportunity, and we wish her all the best in her important and challenging new
position," said Calpine Chairman, President and Chief Executive Officer Peter
Cartwright. "Since our initial public offering, Susan has brought extensive
public and private sector service experience to our company, helping guide
Calpine's rapid growth in the dynamic North American power industry. It has been
an honor to have Susan serve on Calpine's board."
Ms. Schwab, an independent Calpine Director since January 1997, served as
the Chair of the company's Nominating and Governance Committee, and was a member
and former Chair of the Compensation Committee. She served as President and
Chief Executive Officer of the University System of Maryland Foundation since
last year. Prior to that she was Dean of the University of Maryland School of
Public Policy for eight years. Before joining the University of Maryland, Schwab
was Director of Corporate Business Development for Motorola, Inc. During her
previous government service, Ms. Schwab was Assistant Secretary of Commerce for
the U.S. and Foreign Commercial Service and a trade negotiator.
In September, Calpine announced Director John O. Wilson's plans to retire.
Mr. Wilson officially retired from Calpine's Board of Directors on November 4,
2005.
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 and is building a plant
in Mexico. Its customized products and services include wholesale and retail
electricity, gas turbine components and services, energy management, and a wide
range of power plant engineering, construction and maintenance, and operational
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.