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 29, 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 1.01 -- ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 1, 2005, the Board of Directors of the Company approved an
amendment (the "12/1/05 Amendment") to the Company's 1996 Stock Incentive Plan,
as amended (the "Stock Incentive Plan"). The 12/1/05 Amendment rescinds in part
the September 14, 2005 amendment to the Stock Incentive Plan (the "9/14/05
Amendment") in two respects:
1. The 12/1/05 Amendment rescinds the extension of the post-termination
exercise period of directors' options granted by the 9/14/05 Amendment
as it applied to options held by outside directors that were
outstanding on September 14, 2005. The provisions establishing the
exercise period of the options outstanding on such date were
reinstated to those that were in effect prior to the 9/14/05
Amendment. The provisions of the 9/14/05 Amendment extending the
post-termination exercise period of directors' options otherwise
remains in effect and shall apply to any options granted to an outside
director after September 14, 2005.
2. The 12/1/05 Amendment provides that the provisions of the 9/14/05
Amendment accelerating the vesting of directors' options shall remain
in effect and shall apply to all options held by an outside director
regardless of when such options were granted, except for any options
issued under the Director Fee Option Grant Program under the Stock
Incentive Plan. Such acceleration was rescinded by the 12/1/05
Amendment as to any options granted under the Director Fee Option
Grant Program (whether outstanding on September 14, 2005 or granted
thereafter).
ITEM 3.01 -- NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING.
On December 2, 2005, the staff of the New York Stock Exchange (the "NYSE")
orally advised the Company that it intends to suspend trading in the Company's
common stock prior to the opening of the market on Tuesday, December 6, 2005, or
earlier if it deems necessary. On December 5, 2005, the NYSE issued a press
release stating that an application by the NYSE to the SEC to delist the
Company's common stock is pending the completion of applicable procedures,
including any appeal by the Company of the NYSE staff's decision. The Company
believes that the NYSE application to delist the Company's common stock would be
pursuant to Section 801.01D of the NYSE's Listed Company Manual. The NYSE
attributed its decision to the abnormally low selling price of the Company's
common stock and the Company's current financial condition. The Company expects
its common stock will be quoted on the OTC Bulletin Board.
The Company has not yet determined what action, if any, it will take in
response to the notification.
On December 5, 2005, the Company issued a press release regarding this
event. A copy of the press release is attached as Exhibit 99.1 hereto.
ITEM 8.01 -- OTHER EVENTS
On November 29, 2005, pursuant to the terms of the Company's 2000 Employee
Stock Purchase Plan (the "ESPP"), the Company determined to (a) suspend the
ESPP, effective November 29, 2005; (b) cancel the purchase interval scheduled to
end on November 30, 2005, terminate all outstanding purchase rights for such
interval and refund to employees any payments made pursuant to the ESPP in
respect of such interval; and (c) postpone the new offering scheduled to begin
on December 1, 2005, until further action by the Company's Board of Directors
and to refund any contributions collected in anticipation of the commencement of
the new offering.
In addition, On December 1, 2005, the Company determined that the Calpine
Unitized Stock Fund investment election (the "Stock Fund") under the Calpine
Corporation Retirement Savings Plan (the "401k Plan") shall be closed to new
investment with respect to future contributions effective after settlement on
December 2, 2005. 401k Plan participants and beneficiaries will continue to be
allowed to make transfers out of the Stock Fund and into other investments
offered under the 401k Plan.
On December 1, 2005, the Company issued a press release entitled "Calpine
Announces Offer to Purchase 9 5/8% First Priority Senior Secured Notes due 2014
for Up to $400,000,000 Million in Aggregate Cash Consideration," a copy of which
is attached as Exhibit 99.2 hereto.
On December 2, 2005, the Company issued a press release entitled "Calpine
Provides Update on Delaware Litigation," a copy of which is attached as Exhibit
99.3 hereto.
ITEM 9.01 -- FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
99.1 Press Release dated December 5, 2005.
99.2 Press Release dated December 1, 2005.
99.3 Press Release dated December 2, 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: December 5, 2005
EXHIBIT INDEX
Exhibit Description
------- ------------------------------------
99.1 Press release dated December 5, 2005
99.2 Press release dated December 1, 2005
99.3 Press release dated December 2, 2005
================================================================================
EXHIBIT 99.1
NEWS RELEASE
Media Relations: Investor Relations:
Katherine Potter, 408-792-1168 Rick Barraza, 408-792-1125
kpotter@calpine.com rickb@calpine.com
Karen Bunton, 408-792-1121
kbunton@calpine.com
Calpine's Common Stock to Cease Trading on New York Stock Exchange
(SAN JOSE, Calif.) /PR Newswire - First Call/ Dec. 5, 2005 - Calpine
Corporation [NYSE:CPN] was notified by the New York Stock Exchange (NYSE) that
the company's common stock will no longer be traded on the NYSE. The NYSE
advised the company that it expects to suspend trading in CPN prior to the
opening of the market on Tuesday, December 6, 2005, or earlier if it deems
necessary. The NYSE attributed its decision to suspend trading to the abnormally
low selling price of Calpine's common stock and the company's current financial
condition. Calpine expects its common stock will be quoted on the OTC Bulletin
Board.
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. For more information, visit http://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, including 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, and in its
Quarterly Report on Form 10-Q for the three months ended September 30, 2005,
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.
================================================================================
EXHIBIT 99.2
NEWS RELEASE
Media Relations: Investor Relations:
Katherine Potter, 408-792-1168 Rick Barraza, 408-792-1125
kpotter@calpine.com rickb@calpine.com
Karen Bunton, 408-792-1121
kbunton@calpine.com
Calpine Announces Offer to Purchase 9 5/8% First Priority
Senior Secured Notes due 2014 for Up to $400,000,000
in Aggregate Cash Consideration
(SAN JOSE, Calif.) /PR Newswire - First Call/ Dec. 1, 2005 - Calpine
Corporation [NYSE:CPN] announced today the commencement of a tender offer (the
"Offer") to purchase for aggregate cash consideration not to exceed $400,000,000
(the "Maximum Tender Amount") such portion of the outstanding 9 5/8% First
Priority Senior Secured Notes due 2014 (the "Notes") as are validly issued and
not withdrawn up to the Maximum Tender Amount. The aggregate principal amount of
the outstanding Notes is currently $646,105,000.
Subject to the terms and conditions of the Offer, the consideration for the
Notes validly tendered pursuant to the Offer on or prior to 12:00 midnight, New
York City time, on the Expiration Date (as defined below) (the "Offer
Consideration") shall be $1,000 per $1,000 principal amount of the Notes, plus
accrued and unpaid interest up to, and including, the settlement date for the
tender offer, which will be promptly following the Expiration Date.
The Offer is scheduled to expire at 12:00 midnight, New York City Time, on
December 29, 2005, unless extended or earlier terminated (the "Expiration
Date"). Tendered Notes may be withdrawn at any time prior to 12:00 midnight, New
York City Time, on the Expiration Date.
The Company is making this Offer to avail itself of the opportunity to
reduce its first lien indebtedness by applying the proceeds of the sale in July
2005 of certain U.S. natural gas assets to the purchase of the Notes.
Notwithstanding any other provision of the Offer, Calpine's obligation to
accept for purchase, and to pay for, Notes validly tendered pursuant to the
Offer is conditioned upon satisfaction or waiver of certain conditions as set
forth in the Offer to Purchase. Calpine, in its sole discretion, may waive any
of the conditions of the tender offer in whole or in part, at any time or from
time to time. Calpine reserves the right in its sole discretion to extend, amend
or terminate the Offer, subject to applicable law.
This press release is not an offer to purchase or a solicitation of an
offer to sell any securities, which is being made only pursuant to the Offer to
Purchase, dated December 1, 2005. Calpine has retained The Bank of New York to
serve as the Tender Agent and MacKenzie Partners, Inc. to serve as Information
Agent for the Tender Offer. Additional information, and copies of the Offer to
Purchase, the Letter of Transmittal and other documents, may be obtained from
MacKenzie Partners, Inc. at (800) 322-2885 or by calling (212) 929-5500 collect
or in writing at 105 Madison Avenue, New York, New York 10016.
None of Calpine, the Tender Agent or the Information Agent makes any
recommendation as to whether or not holders of Notes should tender their Notes
pursuant to the Offer. Holders must make their own decision as to whether to
tender their Notes, and if tendering, the principal amount of Notes to tender.
In any jurisdiction where the laws require the Offer to be made by a licensed
broker or dealer, the Offer will be deemed made on behalf of Calpine by one or
more registered brokers or dealers under the laws of such jurisdiction.
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, three Canadian provinces and in the United Kingdom.
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 publicly traded on the New York Stock Exchange under
the symbol CPN. For more information, visit http://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 risks include,
but are not limited to, those 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 and in its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2005, which can 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.
================================================================================
EXHIBIT 99.3
NEWS RELEASE
Media Relations: Katherine Potter Investor Relations: Rick Barraza
408-792-1168 408-792-1125
kpotter@calpine.com rickb@calpine.com
Karen Bunton
408-792-1121
kbunton@calpine.com
Calpine Provides Update on Delaware Litigation
(SAN JOSE, Calif.) /PR Newswire - First Call/ Dec. 2, 2005 - Calpine
Corporation [NYSE:CPN] provided the following update to today's Delaware Court
of Chancery's ruling in the company's action against The Bank of New York, as
collateral trustee for Calpine's Senior Secured Note Holders, and Wilmington
Trust Company, as indenture trustee for Calpine's First Lien Note Holders and
Second Lien Note Holders. In his ruling today, Vice Chancellor Leo E. Strine,
Jr. ordered Calpine to restore to the Bank of New York collateral account
approximately $313 million, plus accrued interest at 3.5% per annum by January
22, 2006.
Upon receipt of the final order, Calpine expects to file a notice of appeal
with the Supreme Court of Delaware and request expedited treatment.
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. It is publicly traded on the New York Stock Exchange under the symbol
CPN. For more information, visit http://www.calpine.com.