chk06042008_8k.htm
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): May 29, 2008
CHESAPEAKE
ENERGY CORPORATION
(Exact
name of Registrant as specified in its Charter)
Oklahoma
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1-13726
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73-1395733
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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6100
North Western Avenue, Oklahoma City, Oklahoma
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73118
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(Address
of principal executive offices)
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(Zip
Code)
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(405)
848-8000
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(Registrant’s
telephone number, including area code)
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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 (see General Instruction A.2. below):
* 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)
*
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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*
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
3 – Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities
Section
5 – Corporate Governance and Management
Item
5.03 Amendments to Articles of Incorporation
Effective
May 29, 2008, Chesapeake Energy Corporation (the “Company”) filed a Certificate
of Elimination with the Oklahoma Secretary of State retiring 703,700 shares of
its 5.00% Cumulative Convertible Preferred Stock (Series 2005B), par value $0.01
per share (the “2005B Preferred Stock”). Such shares of 2005B
Preferred Stock were acquired by the Company on May 29, 2008 as the result of a
privately negotiated exchange of 2,009,064 shares of its common stock, par value
$0.01 per share ("Common Stock"), for the 703,700 shares of 2005B Preferred
Stock. The Certificate of Elimination is attached hereto as Exhibit
3.1.
Effective
May 29, 2008, the Company filed a Certificate of Elimination with the Oklahoma
Secretary of State retiring 3 shares of 4.125% Cumulative Convertible Preferred
Stock, par value $0.01 per share (the “4.125% Preferred Stock”). Such
shares of 4.125% Preferred Stock were acquired by the Company on May 29, 2008 as
the result of a conversion of the 4.125% Preferred Stock into 180 shares of
Common Stock by a holder. The Certificate of Elimination is attached
hereto as Exhibit 3.2.
Effective
June 4, 2008, the Company filed a Certificate of Elimination with the Oklahoma
Secretary of State retiring 325,500 shares of its 2005B Preferred
Stock. Such shares of 2005B Preferred Stock were acquired by the
Company on June 4, 2008 as the result of a privately negotiated exchange of
926,373 shares of Common Stock for the 325,500 shares of 2005B Preferred
Stock. The Certificate of Elimination is attached hereto as Exhibit
3.3.
In each
of the transactions referred to above, the issuance of shares of Common Stock
was exempt from registration under the Securities Act of 1933, as amended,
pursuant to Section 3(a)(9) under the Act. This exemption applies to
any security exchanged by an issuer with its existing security holders
exclusively where no commission or other remuneration is paid or given directly
or indirectly for soliciting such exchange.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
Exhibit
No.
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Document
Description
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3.1
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Certificate
of Elimination dated May 29, 2008 - 5.00% Cumulative Convertible Preferred
Stock (Series 2005B)
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3.2
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Certificate
of Elimination dated May 29, 2008 – 4.125% Cumulative Convertible
Preferred Stock
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3.3
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Certificate
of Elimination dated June 4, 2008 - 5.00% Cumulative Convertible Preferred
Stock (Series 2005B)
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SIGNATURE
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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CHESAPEAKE
ENERGY CORPORATION
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By:
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/s/ Jennifer
M. Grigsby |
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Jennifer
M. Grigsby |
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Senior
Vice President, Treasurer and Corporate Secretary
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Date: June
4, 2008
EXHIBIT
INDEX
Exhibit
No.
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Document
Description
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3.1
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Certificate
of Elimination dated May 29, 2008 - 5.00% Cumulative Convertible Preferred
Stock (Series 2005B)
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3.2
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Certificate
of Elimination dated May 29, 2008 – 4.125% Cumulative Convertible
Preferred Stock
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3.3
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Certificate
of Elimination dated June 4, 2008 - 5.00% Cumulative Convertible Preferred
Stock (Series 2005B)
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