Reg. No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CHESAPEAKE UTILITIES CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware 51-0064146
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(State or other jursdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
909 SILVER LAKE BOULEVARD, DOVER, DELAWARE 19904
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(Address of Principal Executive Offices, including Zip Code)
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CHESAPEAKE UTILITIES CORPORATION
PERFORMANCE INCENTIVE PLAN
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(Full title of the plan)
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Copies to:
MICHAEL P. MCMASTERS D. MICHAEL LEFEVER, ESQ.
VICE PRESIDENT, TREASURER AND CFO COVINGTON & BURLING
CHESAPEAKE UTILITIES CORPORATION 1201 PENNSYLVANIA AVENUE, N.W.
909 SILVER LAKE BOULEVARD P.O. BOX 7566
DOVER, DELAWARE 19904 WASHINGTON, D.C. 20004-7566
(302) 734-6799 (202) 662-5276
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(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) Per Unit (2) Price Fee
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<S> <C> <C> <C> <C>
Common Stock, 200,000 $ 18.59375 $3,718,750 $ 981.75
par value $0.4867
per share
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</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"1933 Act"), the number of shares of Common Stock registered includes
such additional number of shares of Common Stock as are required to
prevent dilution arising from stock splits, stock dividends or similar
transactions affecting the Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the 1933 Act based on the average of the
high and low sale prices as reported in the consolidated reporting
system on January 4, 2000.
NOTE: The documents comprising the Prospectus for the offer and sale of the
shares of Common Stock have been omitted in accordance with the
instructions to Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Statement Pursuant to Instruction E to Form S-8
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This Registration Statement registers additional securities issuable under the
Chesapeake Utilities Corporation Performance Incentive Plan (the "Incentive
Plan") of the same class for which a registration statement filed on Form S-8
relating to the Incentive Plan is effective (File No. 33-301175). The contents
of that registration statement are hereby incorporated by reference in response
to Items 4 through 7 and 9.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, heretofore filed by Chesapeake Utilities Corporation
(the "Registrant") with the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Registration Statement, except as
superseded or modified as described herein:
(a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 1998;
(b) The Registrant's Current Report on Form 8-K dated August 24, 1999;
(c) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999; and
(d) The description of Common Stock contained in the Registrant's
registration statement filed under Section 12(b) of the Exchange Act,
including any amendments or reports filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in any
incorporated document shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained in any
other incorporated document subsequently filed (or in this Registration
Statement, with respect to an incorporated document filed prior to the filing
hereof), modifies or supersedes such statement. Any such 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
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Exhibit
Number Description Reference
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<C> <S> <C>
5 Opinion of Covington & Burling Filed herewith
23.1 Consent of Covington & Burling Incorporated by reference to Exhibit 5
23.2 Consent of PricewaterhouseCoopers, LLP Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Dover, State of Delaware, on January 6, 2000.
Chesapeake Utilities Corporation
By: /s/ John R. Schimkaitis
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President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities indicated.
/s/ Ralph J. Adkins Chairman and Director July 16, 1999
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Ralph J. Adkins
/s/ John R. Schimkaitis President, Chief Executive July 16, 1999
- -------------------------- Officer and Director
John R. Schimkaitis
/s/ Michael P. McMasters Vice President, Chief Financial July 16, 1999
- -------------------------- Officer and Treasurer
Michael P. McMasters (Principal Financial Officer
and Principal Accounting Officer)
/s/ Richard Bernstein Director July 16, 1999
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Richard Bernstein
/s/ Walter J. Coleman Director July 16, 1999
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Walter J. Coleman
/s/ John W. Jardine, Jr. Director July 16, 1999
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John W. Jardine, Jr.
/s/ Rudolph M. Peins, Jr. Director July 16, 1999
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Rudolph M. Peins, Jr.
/s/ Robert F. Rider Director July 16, 1999
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Robert F. Rider
/s/ Jeremiah P. Shea Director July 16, 1999
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Jeremiah P. Shea
/s/ William G. Warden, III Director July 16, 1999
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William G. Warden, III
Exhibit 5
[Covington & Burling Letterhead]
December 30, 1999
Chesapeake Utilities Corporation
909 Silver Lake Boulevard
Dover, Delaware 19904
Gentlemen:
This opinion is being furnished to you in connection with the proposed
offer and sale by Chesapeake Utilities Corporation, a Delaware corporation (the
"Corporation"), of up to 200,000 additional shares (the "Shares") of common
stock, par value $.4867 per share (the "Common Stock"), of the Corporation that
may be newly issued by the Corporation under the terms of the Corporation's
Performance Incentive Plan, as amended (the "Incentive Plan"), pursuant to a
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
the Corporation with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, on or about the date hereof.
We have acted as counsel to the Corporation in connection with the
preparation of the Registration Statement. We have also examined and relied upon
copies of minutes of meetings of the Board of Directors of the Corporation and
meetings of the shareholders of the Corporation relating to the adoption of the
Incentive Plan and the authorization of the Shares.
We also have examined originals or copies, certified or otherwise
identified to your satisfaction, of such other documents, and have made such
other investigations, as we have deemed necessary to form a basis for the
opinions hereinafter expressed. In making such examination, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of documents submitted to us as copies. As to all matters
of fact relevant to our opinion, we have relied exclusively, without independent
investigation or verification, upon the foregoing documents and on the
certificates of public officials and officials of the Company.
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized and, upon the issuance thereof in accordance with the terms
of the Incentive Plan, the Shares will be validly issued, fully paid and
nonassessable.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares under the Plan and only while the
Registration Statement is in effect. We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the use of our name
in the Registration Statement.
Very truly yours,
/s/ COVINGTON & BURLING
Covington & Burling
Exhibit 23.2
[PricewaterhouseCoopers L.L.P. Letterhead]
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 12, 1999 relating to the
financial statements and financial statement schedules, which appear on page 24
of Chesapeake Utilities Corporation Annual Report on Form 10-K for the year
ended December 31, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Washington, D.C.
December 30, 1999
