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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CALPINE CORPORATION
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(Exact name of registrant as specified in charter)
DELAWARE 77-0212977
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(State of incorporation or organization) (IRS Employer
Identification No.)
50 WEST SAN FERNANDO STREET, SAN JOSE, CALIFORNIA 95113
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 995-5115
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
COMMON STOCK, $.001 PAR VALUE NEW YORK STOCK EXCHANGE
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
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(Title of Class)
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the common stock, $.001 par value (the "Common
Stock"), of Calpine Corporation (the "Registrant") is incorporated herein by
reference to the section entitled "Description of Capital Stock" in the
Company's registration statement, as amended, on Form S-1 (File No. 333-07497)
(the "S-1 Registration Statement") filed under the Securities Act of 1933, as
amended. In the event that the Registrant subsequently files a prospectus
pursuant to Rule 424(b) under the Securities Act, the description of the Common
Stock of the Registrant shall be deemed to be incorporated by reference to the
section entitled "Description of Capital Stock" in such prospectus and not
deemed to be incorporated by reference to the S-1 Registration Statement.
ITEM 2. EXHIBITS.
The following exhibits are filed as a part of this registration
statement:
A. Specimen of Common Stock Certificate (incorporated herein by
reference to Exhibit 4.3 to the S-1 Registration Statement, File
No. 333-07497).
B. Amended and Restated Articles of Incorporation of Calpine
Corporation, a California corporation (incorporated herein by
reference to Exhibit 3.1 to the Registrant's Quarterly Report on
Form 10-Q dated March 31, 1996 and filed on May 15, 1996).
C. Amended and Restated Certificate of Incorporation of Calpine
Corporation, a Delaware corporation (incorporated herein by
reference to Exhibit 3.2 to the Registration Statement, File No.
333-07497).
D. Amended and Restated Bylaws of Calpine Corporation, a California
corporation (incorporated herein by reference to the Registrant's
Registration Statement on Form S-1, File No. 33-73160).
E. Amended and Restated Bylaws of Calpine Corporation, a Delaware
corporation (incorporated herein by reference to Exhibit 3.4 to
the S-1 Registration Statement, File No. 333-07497).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: August 19, 1996 CALPINE CORPORATION
By /s/ Peter Cartwright
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Peter Cartwright
President and Chief Executive Officer
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INDEX TO EXHIBITS
Page No.
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A. Specimen of Common Stock Certificate Incorporated by
reference.
B. Amended and Restated Articles of Incorporation Incorporated by
reference.
C. Amended and Restated Certificate of Incorporation Incorporated by
reference.
D. Amended and Restated Bylaws Incorporated by
reference.
E. Form of Amended and Restated Bylaws Incorporated by
reference.
