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): November 28, 2005
CALPINE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
Commission File Number: 001-12079
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)
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))
ITEM 5.02 -- DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
(b) On November 29, 2005, the Company announced the departure, effective
November 28, 2005, of Peter Cartwright, the Company's Chairman, President and
Chief Executive Officer, and Robert D. Kelly, the Company's Executive Vice
President and Chief Financial Officer. Mr. Cartwright and Mr. Kelly will also no
longer serve as director or officer of any Company subsidiary. Mr. Cartwright
will continue to serve as a member of the Board of Directors of the Company, but
effective November 28, 2005, he will no longer serve as Chairman of the Board.
(c) Effective November 28, 2005, the Board appointed Kenneth T. Derr, the
Company's Lead Director, as Chairman of the Board and Acting Chief Executive
Officer. Eric N. Pryor, the Company's Executive Vice President and Deputy Chief
Financial Officer, will serve as interim Chief Financial Officer.
Mr. Derr, who is 69 years old, became a director of the Company in May
2001. Mr. Derr retired as the Chairman and Chief Executive Officer of Chevron
Corporation, an international oil company, in 1999, a position that he held
since 1989, after a 39-year career with that company. Mr. Derr obtained a Master
of Business Administration degree from Cornell University in 1960 and a Bachelor
of Science degree in Mechanical Engineering from Cornell University in 1959. Mr.
Derr serves as a director of AT&T Corp., Citigroup, Inc. and Halliburton Co.
Eric N. Pryor, who is 40 years old, has served as Executive Vice President,
Deputy Chief Financial Officer and Corporate Risk Officer of the Company since
July 2005. From March 2002 to June 2005 he served as Senior Vice President and
Deputy Chief Financial Officer. From July 1999 to April 2001 he served as Vice
President - Finance. From January 1998 to June 1999 he served as Director -
Finance. From January 1997 to December 1997 he served as Senior Analyst. Prior
to joining the Company, Mr. Pryor served as Enterprise Tax Specialist with
Arthur Andersen from 1990 to 1995. He obtained a Bachelor of Arts degree in
Economics from the University of California, Davis in 1988 and a Master of
Business Administration degree also from the University of California, Davis in
1990. Mr. Pryor is a certified public accountant.
On November 29, 2005, the Company issued a press release, attached as
Exhibit 99.1 hereto, regarding the foregoing.
ITEM 9.01 -- FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
99.1 Press Release dated November 29, 2005. (The Company notes that,
as of the close of trading on December 1, 2005, the Company will no longer
be included in the S&P 500.)
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: December 1, 2005
EXHIBIT INDEX
Exhibit Description
------- -------------------------------------
99.1 Press release dated November 29, 2005 (The Company
notes that, as of the close of trading on December 1,
2005, the Company will no longer be included in the
S&P 500.)
================================================================================
EXHIBIT 99.1
Press Release
Calpine's Board of Directors Announces Changes in Executive Management
SAN JOSE, Calif., Nov. 29 /PRNewswire-FirstCall/ -- Calpine Corporation's
(NYSE: CPN) Board of Directors today announced changes in Calpine's executive
management with the departure of Peter Cartwright, Calpine Chairman, President
and Chief Executive Officer, and Executive Vice President and Chief Financial
Officer Robert D. Kelly. The Board believes that these management changes are
essential to better address Calpine's financial challenges and to provide a new
direction for the company.
Calpine's Lead Director Kenneth T. Derr has been named Chairman of the
Board and Acting Chief Executive Officer of Calpine. Derr retired from Chevron
Corporation in 1999, having served 11 years as Chairman of the Board and Chief
Executive Officer. The Board expects to announce a new Chief Executive Officer
in the very near future. Eric N. Pryor, Executive Vice President and Deputy
Chief Financial Officer, will serve as interim Chief Financial Officer. Speaking
on behalf of the Board, Derr said, "Pete founded Calpine and has been the
driving force behind the company's tremendous growth in the North American power
industry. His 20 plus years of leadership have culminated in Calpine becoming
one of North America's largest power producers."
A major power company, Calpine Corporation supplies customers and
communities with electricity from clean, efficient, natural gas-fired and
geothermal power plants. Calpine owns, leases and operates integrated systems of
plants in 21 U.S. states and in three Canadian provinces and is building a plant
in Mexico. Calpine was founded in 1984. It is included in the S&P 500 Index and
is publicly traded on the New York Stock Exchange under the symbol CPN. For more
information, visit http://www.calpine.com.
SOURCE Calpine Corporation
CONTACT: media, Katherine Potter, +1-408-792-1168, or kpotter@calpine.com, or
investors, Rick Barraza, +1-408-792-1125, or rickb@calpine.com, or Karen Bunton,
+1-408-792-1121, or kbunton@calpine.com, all of Calpine Corporation Web site:
http://www.calpine.com