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): December 12, 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), (c) On December 12, 2005, the Board of Directors of Calpine
Corporation (the "Company") named Robert P. May as its new Chief Executive
Officer and unanimously elected Mr. May as a member of the Company's Board of
Directors. Effective with the appointment of Mr. May, Kenneth T. Derr, who had
been acting Chief Executive Officer since November 28, 2005, has stepped down as
Chief Executive Officer. Mr. Derr will continue to serve as Chairman of the
Company's Board of Directors.
Over the past 30 years, Mr. May has served in various senior management and
executive positions, most recently as non-executive chairman of the board of
HealthSouth Corporation from July 2004 to October 2005. Mr. May, who had joined
HealthSouth Corporation's board in 2002, also served as interim CEO of
HealthSouth Corporation from March 2003 to May 2004 and as interim president of
its outpatient and diagnostic division from August 2003 to January 2004. In
addition, from January 2005 to August 2005, Mr. May served as interim CEO of
Charter Communications Inc., where he has been a member of the board of
directors since October 2004. Mr. May served as chief executive officer and as a
member of the board of directors of PNV, Inc. from March 1999 to March 2001. Mr.
May was chief operating officer and a member of the board of directors of
Cablevision Systems Corp. from 1996 to 1998. Since 2001, Mr. May has served as
principal of RPM Systems, a strategic and private investing consulting firm.
Currently, Mr. May continues to serve as a member of the board of directors of
Charter Communications and also serves as a member of the advisory board of
Deutsche Bank Americas.
The Company expects to enter into an employment agreement with Mr. May in
the near future, and will provide the information required by Form 8-K with
respect to such agreement when it is entered into.
On December 12, 2005, the Company issued a press release regarding the
foregoing. A copy of the press release is attached hereto as Exhibit 99.1.
ITEM 9.01 -- FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 Press Release dated December 12, 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 16, 2005
EXHIBIT INDEX
Exhibit Description
------- -------------------------------------
99.1 Press release dated December 12, 2005
================================================================================
EXHIBIT 99.1
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 Names Robert P. May as New Chief Executive Officer
(SAN JOSE, Calif.) /PR Newswire - First Call/ Dec. 12, 2005 - Calpine
Corporation [OTC Pink Sheets:CPNL] announced today that its Board of Directors
has named Robert P. May as Calpine's new Chief Executive Officer and member of
the Board. Mr. May succeeds Acting Chief Executive Officer Kenneth T. Derr, who
will continue serving as Calpine's Chairman of the Board.
"Calpine is exceptionally fortunate to have Bob May at the helm, especially
during this important period of transition," stated Mr. Derr. "We are excited
about what Bob brings to Calpine. His leadership qualities, experience and
knowledge will help lead Calpine through a critical period in the company's
history. And his proven ability to implement and manage operational and
financial improvements - as he successfully demonstrated at HealthSouth, Charter
Communications, FedEx and Cablevision - are what we need to help enhance the
value of Calpine, strengthen operations and address current financial
challenges."
Mr. May said, "I am honored to have the opportunity to lead Calpine. The
Board, management team, and I have a solid understanding of the challenges that
lay ahead. We are committed to successfully addressing our operational and
financial issues in the best interests of all stakeholders. In short, we need to
reduce our debt levels, improve our balance sheet and align our business
strategy and operational structure with the current economic climate and energy
market conditions."
Over the past 30 years, Mr. May, age 56, has served in various senior
management and executive positions. Most recently, he served as non-executive
Chairman of the Board of HealthSouth from July 2004 to October 2005, and as
Interim President and Chief Executive Officer of Charter Communications from
January 2005 to August 2005.
At Cablevision Systems, Corp., where he was Chief Operating Officer and a
director from 1996 to 1998, Mr. May was part of the executive team that helped
transition the company through new operating strategies and the use of new
technologies. From 1973 to 1993, Mr. May held several senior executive and
operational positions at Federal Express Corporation, where he was most recently
President, Business Logistics, and was a Board member of HealthSouth
Corporation, a national provider of healthcare services, since October 2002. He
also served as HealthSouth's Interim Chief Executive Officer from March 2003
until May of 2004, and as Interim President of its Outpatient and Diagnostic
Division from August 2003 to January 2004. Currently, he serves as a member of
Charter Communications' Board of Directors and Deutsche Bank of Americas
Advisory 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. 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. 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 the 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.