-----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, DUHn2LqSyTl/eHU23LMH/LQV8ky5Q3syJNHQN2VsyQrNevNtN9BbDLFs+8gkCEkU XINLZZKfE2iatJVbkEjalw== 0000916457-05-000028.txt : 20050323 0000916457-05-000028.hdr.sgml : 20050323 20050323163521 ACCESSION NUMBER: 0000916457-05-000028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050318 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050323 DATE AS OF CHANGE: 20050323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALPINE CORP CENTRAL INDEX KEY: 0000916457 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 770212977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12079 FILM NUMBER: 05699503 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 8-K 1 o31805.txt 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): March 18, 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)) SECTION 1 -- REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT The Board of Directors of Calpine Corporation (the "Company") has approved, and the Company and the Rights Agent have entered into, Amendment No. 2 to Rights Agreement, dated as of March 18, 2005 (the "Amendment"), amending the Company's Amended and Restated Rights Agreement, dated as of September 19, 2001, as amended by Amendment No. 1 to Rights Agreement, dated as of September 28, 2004 (as amended to date, the "Rights Agreement"). Pursuant to the Rights Agreement, each share of the Company's common stock, par value $.001 per share, includes one preferred share purchase right (a "Right") representing a contingent right to purchase, under certain circumstances, one one-thousandth of a share of the Company's Series A Participating Preferred Stock, par value $.001 per share. Pursuant to the Amendment, the "Final Expiration Date," as defined in the Rights Agreement, has been changed from June 5, 2007 (the date that is ten years after the original Rights dividend declaration date), to May 1, 2005. The change will have the effect of causing the Rights Agreement and the Rights to terminate at the close of business on May 1, 2005, unless a change of control event under the Rights Agreement occurs prior thereto. Amendment No. 2 to Rights Agreement is filed herewith as Exhibit 4.1. SECTION 3 -- SECURITIES AND TRADING MARKETS ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS The information set forth under Item 1.01 "Entry into a Material Definitive Agreement" of this From 8-K is incorporated herein by reference. SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Businesses Acquired. Not Applicable (b) Pro Forma Financial Information. Not Applicable (c) Exhibits. 4.1. Amendment No. 2 to Rights Agreement, dated as of March 18, 2005, between Calpine Corporation and EquiServe Trust Company, N.A., as Rights Agent 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: March 22, 2005 EXHIBITS 4.1. Amendment No. 2 to Rights Agreement, dated as of March 18, 2005, between Calpine Corporation and EquiServe Trust Company, N.A., as Rights Agent EX-4 2 ex4-1.txt EXHIBIT 4.1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "Amendment"), dated as of March 18, 2005, is between Calpine Corporation, a Delaware corporation (the "Company"), and EquiServe Trust Company, N.A., as rights agent (the "Rights Agent"). WHEREAS, the Company and the Rights Agent are parties to an Amended and Restated Rights Agreement, dated as of September 19, 2001, between the Company and the Rights Agent, as amended by Amendment No. 1 to Rights Agreement, dated as of September 28, 2004 (as so amended, the "Rights Agreement"); and WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent desire to amend the Rights Agreement as set forth below; NOW, THEREFORE, the Rights Agreement is hereby amended as follows: 1. Amendment of Section 7(a). Section 7(a) of the Rights Agreement is amended by deleting the clause "(i) the Close of Business on the tenth anniversary of the Rights Dividend Declaration Date (the "Final Expiration Date")," and replacing it with "(i) the Close of Business on May 1, 2005 (the "Final Expiration Date"),". 2. Effectiveness. This Amendment shall be deemed effective as of the date set forth above as if executed by both parties hereto on such date. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 3. Miscellaneous. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first set forth above. CALPINE CORPORATION By: /s/ Lisa M. Bodensteiner ------------------------------------- Name: Lisa M. Bodensteiner Title: Executive Vice President and General Counsel EQUISERVE TRUST COMPANY, N.A. By: /s/ Kevin Laurita ------------------------------------- Name: Kevin Laurita Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----