- Amended Current report filing (8-K/A)
April 24 2009 - 4:18PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report
(Date of
earliest event reported):
April 23,
2009
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)
|
(IRS
Employer
Identification
No.)
|
717
Texas Avenue, Suite 1000, Houston, Texas 77002
(Address
of principal executive office and zip code)
Registrant’s
telephone number, including area code: (713) 830-8775
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))
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TABLE
OF CONTENTS
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ITEM 8.01 — OTHER
EVENTS
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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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Explanatory
Note
This
amendment to the Current Report on Form 8-K filed on April 24, 2009, is
being filed solely to refile the underwriting agreement referred to below in
order to correct the purchase price contained in Section 3.
On
April 23, 2009, Calpine Corporation (the “Company”) and Harbinger Capital
Partners Master Fund I, Ltd. (the “Selling Stockholder”) entered into an
underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley &
Co. Incorporated, as underwriter (the “Underwriter”). Pursuant to the
Underwriting Agreement, the Selling Stockholder agreed to sell, and the
Underwriter agreed to purchase, 20,000,000 shares of the Company’s common stock,
par value $0.001 per share. In addition, the Selling Stockholder has granted the
underwriter a 30-day option to purchase up to 3,000,000 additional shares of
common stock solely to cover over-allotments. The public offering and sale (the
“Offering”) contemplated by the Underwriting Agreement will be completed on or
about April 29, 2009. The Company will not sell any shares and will not
receive any proceeds from the sale of shares in the Offering.
The
Offering of the shares by the Selling Stockholder of the Company’s common stock
pursuant to the Underwriting Agreement has been registered under the Securities
Act of 1933, as amended, by a registration statement on Form S-3
(Registration No. 333-152982). A copy of the Underwriting Agreement is filed as
Exhibit 1.1 hereto and is incorporated by reference herein.
ITEM 9.01 — FINANCIAL
STATEMENTS AND EXHIBITS
(d)
Exhibits
Exhibit No.
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Description
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1.1
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Underwriting
Agreement, dated April 23, 2009, among Calpine Corporation, the
selling stockholder named therein and Morgan Stanley & Co.
Incorporated, the underwriter named
therein.*
|
__________
* Filed
herewith.
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/ Zamir
Rauf
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Zamir
Rauf
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Executive
Vice President and
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Chief
Financial Officer
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Date: April 24,
2009
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EXHIBIT
INDEX
Exhibit No.
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|
Description
|
|
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1.1
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|
Underwriting
Agreement, dated April 23, 2009, among Calpine Corporation, the
selling stockholder named therein and Morgan Stanley & Co.
Incorporated, the underwriter named
therein.*
|
__________
* Filed
herewith.
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