8-K

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 4, 2006

CALPINE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

Commission File Number: 1-12079

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)

Not applicable
(Former name or former address if changed since last report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 8.01 — OTHER EVENTS
	ITEM 9.01 — FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

ITEM 8.01 — OTHER EVENTS

     On December 4, 2006, Calpine Corporation (the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) filed a motion with the United States Bankruptcy Court for the Southern District of New York (the “U.S. Bankruptcy Court”) in the matter of In re Calpine Corporation, et al., Case No. 05-60200 (BRL) for the entry of (a) an interim order (the “Interim Order”) establishing the effective date for notice and sell-down procedures for trading in claims against the Debtors’ estates and scheduling a hearing to approve an order (the “Final Order”) establishing notice and sell-down procedures for trading in claims against the Debtors’ estates, and (b) the Final Order. The notice and sell-down procedures will allow the Debtors to identify substantial claim holders and to require certain claim holders who purchase claims after the Interim Order Date (as defined below) to sell down a portion of those claims, if necessary, to protect the Debtors’ ability to utilize their accumulated net operating losses and other tax attributes. As described in the Company’s Current Report on Form 8-K filed with the SEC on January 27, 2006, the U.S. Bankruptcy Court previously approved certain trading notification and transfer procedures designed to allow the Company to restrict trading in its common stock (and related securities) which could negatively impact the Debtors’ accumulated net operating losses and other tax attributes.

     On December 6, 2006 (the “Interim Order Date”), the U.S. Bankruptcy Court entered the Interim Order and scheduled a hearing before the U.S. Bankruptcy Court to consider approval of the Final Order to be held on February 7, 2007 (the “Final Hearing”). Pursuant to the Interim Order potential purchasers of claims against the Debtors are deemed notified that, to the extent the Final Order is approved at the Final Hearing or thereafter, they may be subject to a required sell-down of any claims purchased after the Interim Order Date pursuant to the terms of the Final Order. The foregoing description of the Interim Order is qualified in its entirety by reference to the Interim Order a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

     Access to documents filed with the U.S. Bankruptcy Court and other general information about the Chapter 11 cases is available at www.kccllc.net/calpine. Certain information regarding the Canadian proceedings under the CCAA, including the reports of the monitor appointed by the Canadian Court, is available at the monitor’s website at www.ey.com/ca/calpinecanada. The content of the foregoing websites is not a part of this Report.

ITEM 9.01 — FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (d) Exhibits

99.1 Interim Order Pursuant to 11 U.S.C. §§ 105, 362, 541 and Bankruptcy Rule 3001 (A) Establishing Effective Date for Notice and Sell-Down Procedures for Trading in Claims Against the Debtors’ Estates and (B) Scheduling Hearing for Final Order.

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, Chief Accounting Officer

Date: December 8, 2006

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Interim Order Pursuant to 11 U.S.C. §§ 105, 362, 541 and Bankruptcy Rule 3001 (A) Establishing Effective Date for Notice and Sell-Down Procedures for Trading in Claims Against the Debtors’ Estates and (B) Scheduling Hearing for Final Order.

EX-99.1

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

		)
In re:		)
		)	Chapter 11
Calpine Corporation, et al.,		)
		)	Case No. 05-60200 (BRL)
	Debtors.	)	Jointly Administered
		)

INTERIM ORDER PURSUANT TO 11 U.S.C. §§ 105, 362, 541 AND BANKRUPTCY RULE 3001 (A) ESTABLISHING
EFFECTIVE DATE FOR NOTICE AND SELL-DOWN PROCEDURES FOR TRADING IN CLAIMS AGAINST THE DEBTORS’
ESTATES AND (B) SCHEDULING HEARING ON THE FINAL ORDER

     Upon the motion, dated December 4, 2006 (the “Motion”), ¹ of the above-captioned debtors and debtors in possession (collectively, the “Debtors”), for the entry of (a) an interim order (the “Interim Order”) establishing the effective date for notice and sell-down procedures for trading in claims against the Debtors’ estates and scheduling a hearing to approve an order (the “Final Order”) establishing notice and sell-down procedures for trading in claims against the Debtors’ estates, and (b) the Final Order establishing notice and sell-down procedures for trading in claims against the Debtors’ estates; and upon the Declaration of Scott J. Davido In Support Of The Motion; sworn to on December 4, 2006; and upon the Declaration of David P. Madden In Support Of The Motion; sworn to on November 30, 2006; it appearing that the relief requested is in the best interests of the Debtors’ estates, their creditors, and other parties in interest; it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); it appearing that venue of this proceeding and the Motion in this District is proper pursuant to 28 U.S.C. §§ 1408 and 1409; notice of the Motion and the opportunity for a hearing on this Motion was appropriate under the particular

¹ Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Motion.

circumstances and that no other or further notice need be given; and after due deliberation and good and sufficient cause appearing therefore, it is hereby ORDERED:

     1. The Motion, solely to the extent of the relief request for entry of an Interim Order, is approved.

     2. The hearing to consider approval of the Final Order shall be held on February 7, 2007 at 10:00 a.m. EST, before the Hon. Burton R. Lifland, United States Bankruptcy Judge, in Room 623 of the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10004-1408 (the “Final Hearing”).

     3. The “Interim Order Date” as defined in the Final Order (to the extent subsequently approved by this Court) shall be the date of entry of this Interim Order.

     4. Potential purchasers of claims against the Debtors are hereby deemed notified that, to the extent the Final Order is approved at the Final Hearing or thereafter, they may be subject to a required sell-down of any claims purchased after the Interim Order Date pursuant to the terms of the Final Order.

     5. The entry of this Interim Order shall in no way be deemed a determination of any kind that entry of the Final Order is necessary or warranted in these cases and this Court’s review of any request for entry of a Final Order shall be without regard to entry of the Interim Order, provided however, that, to the extent that a Final Order is entered, the Interim Order Date shall be December 6, 2006.

     6. The entry of this Interim Order shall in no way prejudice the rights of any party to oppose the entry of the Final Order, on any grounds, and all parties’ rights are expressly preserved hereby.

     7. Upon entry of this Interim Order, the Debtors shall file a copy of this Interim Order on Form 8-K with the SEC and shall serve a copy on each party, within 2 days of entering this Interim Order, who has previously identified itself to the Debtors as a

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Substantial Claimholder and such other parties required to receive notice under Bankruptcy Rule 2002.

     8. Notwithstanding the possible applicability of Bankruptcy Rules 6004(g), 7062, 9014, or otherwise, the terms and conditions of this Interim Order shall be immediately effective and enforceable upon its entry.

     9. All time periods set forth in this Interim Order shall be calculated in accordance with Bankruptcy Rule 9006(a).

     10. The requirement set forth in Local Rule 9013-1(b) that any motion or other request for relief be accompanied by a memorandum of law is hereby deemed satisfied by the contents of the Motion or otherwise waived.

     11. To the extent that this Interim Order is inconsistent with any prior order or pleading with respect to the Motion in these Chapter 11 Cases, the terms of this Interim Order shall govern.

     12. The Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Interim Order.

Dated:	December 6, 2006
	New York, New York

/s/ Burton R. Lifland  

United States Bankruptcy Judge 

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