-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DY0Y8lR23lv2mr/+DFzJiDuCAaIHwcmnITsytVc1hBVDTDv9rnMqgo5tNEFTB1w3 S2rsx8kpADFzeXCdWol0nA== 0000891618-99-001128.txt : 19990326 0000891618-99-001128.hdr.sgml : 19990326 ACCESSION NUMBER: 0000891618-99-001128 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-72583 FILED AS OF DATE: 19990325 EFFECTIVENESS DATE: 19990325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALPINE CORP CENTRAL INDEX KEY: 0000916457 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 770212977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-75039 FILM NUMBER: 99572952 BUSINESS ADDRESS: STREET 1: 50 WEST SAN FERNANDO ST CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 4089955115 MAIL ADDRESS: STREET 1: 50 W SAN FERNANDO STREET 2: SUITE 500 CITY: SAN JOSE STATE: CA ZIP: 95113 S-3MEF 1 FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 25, 1999 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CALPINE CORPORATION [EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER] DELAWARE 4911 (STATE OF INCORPORATION) (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)
50 WEST SAN FERNANDO STREET SAN JOSE, CA 95113 (408) 995-5115 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ PETER CARTWRIGHT PRESIDENT AND CHIEF EXECUTIVE OFFICER CALPINE CORPORATION 50 WEST SAN FERNANDO STREET SAN JOSE, CA 95113 (408) 995-5115 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES TO: SCOTT D. LESTER, ESQ. JOSEPH A. COCO, ESQ. BROBECK, PHLEGER & HARRISON LLP SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP ONE MARKET 919 THIRD AVENUE SPEAR STREET TOWER NEW YORK, NY 10022-3897 SAN FRANCISCO, CA 94105 (212) 735-3000 (415) 442-0900
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-72583 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(c) OF THE SECURITIES ACT OF 1933, AS AMENDED. CALCULATION OF REGISTRATION FEE -------------------------------
Proposed Maximum Proposed Maximum Title of each class of Amount to Be Aggregate Offering Aggregate Offering Amount of Securities To Be Registered Registered Price Per Unit Price(1) Registration Fee - --------------------------- ------------ ------------------ ------------------ ---------------- 7-5/8% Senior Notes Due 2006 and 7-3/4% Senior Notes Due 2009............. $100,000,000 -- $100,000,000 $27,800
(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 2 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), by Calpine Corporation (the "Company"). In accordance with Rule 429 under the Securities Act, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-3 (Registration No. 333-72583) which was declared effective by the Commission on March 22, 1999 relating to the offering of $500,000,000 of Senior Notes and 6,900,000 shares of Common Stock. CERTIFICATION The Company hereby certifies to the Commission that (i) it has instructed its bank to pay the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission's account at Mellon Bank as soon as practicable (but no later than the close of business on March 25, 1999), (ii) it will not revoke such instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee, and (iv) it will confirm receipt of such instructions by its bank during the bank's regular business hours no later than March 25, 1999. 3 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS
EXHIBIT NO. DESCRIPTION ------- ----------- 5.1 Opinion of Brobeck, Phleger & Harrison LLP 23.1 Consent of Arthur Andersen LLP, independent accountants 23.2 Consent of Moss Adams LLP, independent accountants 23.3 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).
4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Jose, State of California, on this 24th day of March, 1999. CALPINE CORPORATION By /s/ ANN B. CURTIS ------------------------------- Ann B. Curtis Executive Vice President and Director Pursuant to the requirements of the Securities Act of 1933, as amended, this the registration statement has been signed below by the following persons on behalf of Calpine and in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- * Chairman, President, March 24, 1999 - ------------------------------ Chief Executive Officer, Peter Cartwright and Director (Principal Executive Officer) /s/ ANN B. CURTIS Executive Vice President March 24, 1999 - ------------------------------ and Director Ann B. Curtis (Principal Financial and Accounting Officer) * Director March 24, 1999 - ------------------------------ Jeffrey E. Garten * Director March 24, 1999 - ------------------------------ Susan C. Schwab * Director March 24, 1999 - ------------------------------ George J. Stathakis * Director March 24, 1999 - ------------------------------ John O. Wilson * Director March 24, 1999 - ------------------------------ V. Orville Wright *By: /s/ ANN B. CURTIS Attorney-in-fact March 24, 1999 - ------------------------------ Ann B. Curtis
5 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ------- ----------- 5.1 Opinion of Brobeck, Phleger & Harrison LLP 23.1 Consent of Arthur Andersen LLP, independent accountants 23.2 Consent of Moss Adams LLP, independent accountants 23.3 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).
EX-5.1 2 OPINION OF BROBECK, PHLEGER & HARRISON LLP 1 EXHIBIT 5.1 March 24, 1999 Calpine Corporation 50 West San Fernando Street San Jose, CA 95113 Re: Calpine Corporation Registration Statement on Form S-3 for 6,900,000 Shares of Common Stock and $600.0 million of Senior Notes Ladies and Gentlemen: We have acted as counsel to Calpine Corporation, a Delaware corporation (the "Company"), in connection with the proposed issuance and sale by the Company of up to 6,900,000 shares of the Company's Common Stock (the "Shares") and $600.0 million in aggregate principal amount of Senior Notes (the "Senior Notes") pursuant to the Company's Registration Statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"). This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K. We have reviewed the Company's charter documents and the corporate proceedings taken by the Company in connection with the issuance and sale of the Shares and the Senior Notes. Based on such review, we are of the opinion that: 1. The Shares have been duly authorized, and if, as and when issued in accordance with the Registration Statement and the related prospectus (as amended and supplemented through the date of issuance) will be legally issued, fully paid and nonassessable; and 2. The Senior Notes have been duly authorized, and, when duly executed by the Company and duly authenticated by the trustee in accordance with the provisions of the Indenture, will constitute valid and legally binding obligations of the Company. We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in 2 Calpine Corporation Page 2 the prospectus which is part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K. This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Shares and the Senior Notes. Very truly yours, BROBECK, PHLEGER & HARRISON LLP EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated February 5, 1999 in Calpine Corporation's Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP March 24, 1999 EX-23.2 4 CONSENT OF MOSS ADAMS LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-3 of Calpine Corporation for the registration of 6,900,000 shares of its common stock and 7 5/8% Senior Notes due 2006 and 7 3/4% Senior Notes due 2009, of our report of Sumas Cogeneration Company, L.P. and Subsidiary dated January 20, 1999, on our audits of the consolidated financial statements of Sumas Cogeneration Company, L.P. and Subsidiary as of December 31, 1998 and 1997, and for each of the three years ended December 31, 1998, which report is included in Calpine Corporation's 1998 Annual Report on Form 10-K, filed with the Securities and Exchange Commission. We also consent to the reference to our firm under the caption "Experts." MOSS ADAMS LLP Everett, Washington March 24, 1999 -----END PRIVACY-ENHANCED MESSAGE-----