Calpine Corp - Current report filing (8-K)
February 22 2008 - 6:01AM
Edgar (US Regulatory)
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):
February 15,
2008
CALPINE
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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1-12079
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77-0212977
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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50
West San Fernando Street, San Jose, California 95113
717
Texas Avenue, Houston, Texas 77002
(Addresses
of principal executive offices and zip codes)
Registrant’s
telephone number, including area code: (408) 995-5115
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
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|
o
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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))
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TABLE
OF CONTENTS
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ITEM 1.01 — ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
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ITEM 9.01 — FINANCIAL
STATEMENTS AND EXHIBITS
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SIGNATURES
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EXHIBIT
INDEX
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ITEM
1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As
previously announced, pursuant to the Sixth Amended Joint Plan of Reorganization
Pursuant to Chapter 11 of the United States Bankruptcy Code (the “Plan”) of
Calpine Corporation (“Calpine”), upon Calpine’s emergence from Chapter 11
bankruptcy, each share of Calpine’s common stock outstanding immediately prior
to the Effective Date (the “Old Common Stock”) was canceled. Under
the terms of the Plan, holders of such canceled shares are to be issued Series A
Warrants (the “Warrants”). On February 15, 2008, Calpine entered into a
Warrant Agreement (the “Warrant Agreement”) between Calpine, Computershare, Inc.
and Computershare Trust Company, N.A, as warrant agent. Under the
terms of the Warrant Agreement, Calpine may issue Warrants to purchase up to
48,500,000 shares of reorganized Calpine Corporation common stock, $0.001 par
value per share (the “New Common Stock”). Subject to certain
adjustments, each Warrant entitles the holder to purchase one share of New
Common Stock at an exercise price of $23.88 per share. The Warrants
will expire at 5:00 p.m. New York City time on August 25,
2008. Cashless exercises of the Warrants will not be
permitted. Computershare, Inc. and Computershare Trust Company, N.A.
will act as registrar and warrant agent for the Warrants.
Pursuant
to the Plan, the Warrants will be distributed to the holders of the Old Common
Stock pro rata based on the number of shares of Old Common Stock held
(fractional warrants will not be issued). Both Warrants and the
underlying New Common Stock will be exempt from registration pursuant to Section
1145 of the Bankruptcy Code.
This
description of the Warrant Agreement is qualified in its entirety by reference
to the full text of such agreement, a copy of which is filed herewith as
Exhibit 4.1 and is incorporated into this Item 1.01 by
reference.
ITEM
9.01 — FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
Exhibit
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Description
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4.1
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Series
A Warrant Agreement, dated February 15, 2008, among the Company,
Computershare Inc. and Computershare Trust Company, N.A., as warrant
agent, including form of warrants
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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
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By:
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/s/ Charles
B. Clark, Jr.
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Charles
B. Clark, Jr.
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Senior
Vice President and
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Chief
Accounting Officer
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Date: February 21,
2008
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EXHIBIT
INDEX
Exhibit
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Description
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4.1
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Series
A Warrant Agreement, dated February 15, 2008, among the Company,
Computershare Inc. and Computershare Trust Company, N.A., as warrant
agent, including form of warrants
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4
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