chk06302009_s8.htm
As filed
with the Securities and Exchange Commission on June 30, 2009.
Registration
No. 333-________
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CHESAPEAKE
ENERGY CORPORATION
(Exact
name of registrant as specified in its charter)
Oklahoma
(State
or Other Jurisdiction of
Incorporation
or Organization)
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73-1395733
(I.R.S.
Employer Identification No.)
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6100
North Western Avenue
Oklahoma
City, Oklahoma
(Address
of Principal Executive Offices)
|
73118
(Zip
Code)
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CHESAPEAKE
ENERGY CORPORATION AMENDED AND RESTATED
LONG
TERM INCENTIVE PLAN
(Full
Title of the Plan)
Aubrey
K. McClendon
Chairman
of the Board and
Chief
Executive Officer
Chesapeake
Energy Corporation
6100
North Western Avenue
Oklahoma
City, Oklahoma 73118
(Name
and Address of Agent For Service)
(405)
848-8000
(Telephone
Number, Including Area Code,
of
Agent for Service)
|
Copies to:
Connie
S. Stamets, Esq.
Bracewell
& Giuliani LLP
1445
Ross Avenue, Suite 3800
Dallas,
Texas 75202-2711
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Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
[X] Large
accelerated filer
[ ]
Accelerated filer
[ ]
Non-accelerated filer (Do not check if a smaller reporting company)
[ ]
Smaller reporting company
CALCULATION
OF REGISTRATION FEE
Title
of
Securities
To Be Registered
|
Amount
To
Be
Registered(1)
|
Proposed
Maximum
Offering
Price
Per
Share (2)
|
Proposed
Maximum
Aggregate
Offering
Price(2)
|
Amount
of
Registration
Fee(2)
|
Common
Stock, $.01 par value per share
|
6,500,000
|
$19.20
|
$124,800,000
|
$6,964
|
(1)
|
Pursuant
to Rule 416, there are registered hereunder such indeterminate number of
additional shares as may become issuable as a result of the anti-dilution
provisions of the plan.
|
(2)
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Calculated
pursuant to paragraphs (c) and (h) of Rule 457, based on the average of
the high and low prices of the common stock of Chesapeake Energy
Corporation reported on the New York Stock Exchange on June 23,
2009.
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EXPLANATORY
NOTE
By this
registration statement, Chesapeake Energy Corporation is registering an
additional 6,500,000 shares of its common stock, $0.01 par value, issuable under
the Chesapeake Energy Corporation Amended and Restated Long Term Incentive
Plan. The company has previously filed registration statements
relating to 3,000,000 shares of its common stock issuable under the plan (SEC
File No. 333-126191 filed on June 28, 2005), an additional 4,000,000 shares of
its common stock issuable under the plan (SEC File No. 333-135949 filed on July
21, 2006), an additional 10,000,000 shares of its common stock issuable under
the plan (SEC File No. 333-143990 filed on June 22, 2007) and an additional
8,000,000 shares of its common stock issuable under the plan (SEC File No.
333-151762 filed on June 18, 2008). The contents of these prior
registration statements are incorporated by reference into this registration
statement pursuant to General Instruction E of Form S-8.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Certain Documents by Reference
The
following documents of Chesapeake Energy Corporation filed with the Securities
and Exchange Commission are incorporated by reference into this registration
statement:
(a) The
company’s annual report on Form 10-K for its fiscal year ended December 31,
2008 filed on March 2, 2009;
(b) The
company’s quarterly report on Form 10-Q for the fiscal quarter ended March 31,
2009 filed on May 11, 2009;
(c) The
company’s current reports on Form 8-K filed on January 7, 2009, January 13,
2009, January 28, 2009, February 3, 2009, February 17, 2009, March 2, 2009,
March 10, 2009, March 17, 2009, March 31, 2009, April 20, 2009, May 26, 2009,
June 17, 2009 (two reports on such date) and June 25, 2009 (excluding any
information furnished pursuant to Item 2.02 or Item 7.01 of any such current
report on Form 8-K).
(d) The
description of the company's common stock contained in the registration
statement on Form 8-B (SEC File No. 001-13726) filed on December 12, 1996,
including the amendment to such description filed on Form 8-K on March 26, 2008,
and any other amendments or reports filed for the purpose of updating such
description.
All
documents filed by the company pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 (excluding any information furnished
pursuant to Item 2.02 or Item 7.01 of any current report on Form 8-K) subsequent
to the date of this filing and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of the filing of such documents.
Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
herein, or in any other subsequently filed document which also is or is deemed
to be incorporated by reference, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Item
8. Exhibits
For a
list of exhibits to this registration statement, see the Exhibit Index, which is
incorporated into this item by reference.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Oklahoma City, State of Oklahoma on June 30, 2009.
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CHESAPEAKE
ENERGY CORPORATION |
|
|
|
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By:
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/s/ Aubrey
K. McClendon |
|
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Aubrey
K. McClendon |
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Chairman
of the Board and Chief Executive Officer |
|
|
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Each
person whose signature appears below authorizes Aubrey K. McClendon and Marcus
C. Rowland, and each of them, each of whom may act without joinder of the other,
to execute in the name of each such person who is then an officer or director of
the company and to file any amendments to this registration statement, including
post effective amendments, and to do any and all acts they or either of them
determines may be necessary or advisable to enable the company to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration of the securities which are the subject of this
registration statement.
Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed by the
following persons in the capacities indicated on June 30, 2009.
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SIGNATURE
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TITLE
|
|
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|
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|
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/s/
Aubrey K. McClendon
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Chairman
of the Board, Chief
|
|
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Aubrey
K. McClendon
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Executive
Officer & Director
|
|
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|
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(Principal
Executive Officer)
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|
|
|
|
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/s/
Marcus C. Rowland
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Executive
Vice President & Chief
|
|
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Marcus
C. Rowland
|
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Financial
Officer
|
|
|
|
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(Principal
Financial Officer)
|
|
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|
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/s/
Michael A. Johnson
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Senior
Vice President – Accounting,
|
|
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Michael
A. Johnson
|
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Controller
& Chief Accounting Officer
|
|
|
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(Principal
Accounting Officer)
|
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/s/
Richard K. Davidson
|
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Director
|
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Richard
K. Davidson
|
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/s/
V. Burns Hargis
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Director
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V.
Burns Hargis
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/s/
Frank Keating
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Director
|
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Frank
Keating
|
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/s/
Merrill A. Miller, Jr.
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Director
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Merrill
A. Miller, Jr.
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/s/
Charles T. Maxwell
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Director
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Charles
T. Maxwell
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/s/
Don L. Nickles
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Director
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Don
L. Nickles
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/s/
Frederick B. Whittemore
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Director
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Frederick
B. Whittemore
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EXHIBIT
INDEX
Exhibit
Number
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Description
|
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5.1
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Opinion
of Bracewell & Giuliani LLP regarding the validity of the securities
being registered.
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23.1
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Consent
of PricewaterhouseCoopers LLP.
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23.2
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Consent
of Netherland, Sewell & Associates, Inc.
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23.3
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Consent
of Data & Consulting Services Division of Schlumberger Technology
Corporation
|
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23.4
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Consent
of Lee Keeling and Associates, Inc.
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23.5
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Consent
of Ryder Scott Company, L.P.
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23.6
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Consent
of LaRoche Petroleum Consultants, Ltd.
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23.7
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Consent
of Bracewell & Giuliani LLP (included as part of Exhibit
5.1)
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24.1
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Power
of Attorney (included on signature page)
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99.1
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Chesapeake
Energy Corporation Amended and Restated Long Term Incentive
Plan. Incorporated herein by reference to Exhibit 10.1.14 to
the Registrant’s current report on Form 8-K filed June 17,
2009.
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