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: June 29, 2007
(Date
of
earliest event reported)
Rosetta
Resources Inc.
(Exact
name of registrant as specified in its charter)
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DE
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000-51801
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43-2083519
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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717
Texas, Suite 2800
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77002
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(Address
of principal executive offices)
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(Zip
Code)
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713-335-4000
(Registrant's
telephone number, including area code)
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))
Item
8.01. Other Events.
On
June
29, 2007, Calpine Corporation (“Calpine”) filed a lawsuit against Rosetta
Resources Inc. (the “Company”) in the United States Bankruptcy Court for the
Southern District of New York. The complaint alleges that the
purchase by the Company of the domestic oil and natural gas assets formally
owned by Calpine (the “Assets”) in July 2005 for $1.05 billion, prior to
Calpine’s declaring bankruptcy, was for less than reasonably equivalent
value. Calpine is seeking (i) monetary damages for the alleged
missing value of these assets which it estimates to be approximately $400
million dollars, plus interest, or (ii) in the alternative, return of the
Assets
from the Company. The Company intends to deny and vigorously defend
against all claims made by Calpine and is further considering additional
steps
it may take to fully protect the Company’s interests.
The
Company vigorously denounces Calpine’s claims and believes them to be incorrect
and wholly unsupportable. The Company is confident that Calpine
received fair and reasonably equivalent value for the Assets and that the
Company will prevail in any litigation. The Company understands that
Calpine weighed and considered the value of and alternative transactions
with
respect to the Assets before electing to proceed with the sale of the Assets
at
the price Calpine established. The Company also understands Calpine
received one or more competing offers from third parties before agreeing
to the
sale of the Assets.
Item
9.01. Financial Statements and Exhibits
(a)
Financial statements:
None
(b)
Pro forma financial information:
None
(c)
Shell company transactions:
None
(d)
Exhibits
None
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.
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Dated:
July 6, 2007
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ROSETTA
RESOURCES INC.
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By:
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/s/
Michael J. Rosinski
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Michael
J. Rosinski
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Executive
Vice President and Chief Financial
Officer
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