As filed with the Securities and Exchange Commission on June 28, 1996
Registration No. 333-_____
FORM S-8
Registration Statement under the Securities Act of 1933
CHESAPEAKE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 73-1395733
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6104 North Western Avenue
Oklahoma City, Oklahoma 73118
(Address of Principal Executive Offices) (Zip Code)
CHESAPEAKE ENERGY CORPORATION
SAVINGS AND INCENTIVE STOCK BONUS PLAN
(Full title of the plan)
Aubrey K. McClendon Copies to:
Chairman of the Board and
Chief Executive Officer Connie S. Stamets, Esq.
Chesapeake Energy Corporation McAfee & Taft
6104 North Western Avenue A Professional Corporation
Oklahoma City, Oklahoma 73118 Tenth Floor
(Name and address of agent Two Leadership Square
for service) Oklahoma City, Oklahoma 73102
405/848-8000
(Telephone number, including area code, of agent for service)
-------------------------------
Calculation of Registration Fee
- -------------------------------------------------------------------------------
Title of Proposed maxi- Proposed maxi- Amount of
securities to Amount to be mum offering mum aggregate registra-
be registered registered price per unit offering price tion fee
- -------------------------------------------------------------------------------
Common Stock, 30,000
$.10 par value shares* $78.94** $2,368,200** $817**
- ------------------------------------------------------------------------------
* In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
** Calculated pursuant to Rule 457(h), based on the average of
the high and low prices of the common stock as reported on the
New York Stock Exchange for June 21, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Chesapeake Energy Corporation (the "Registrant") and the
Chesapeake Energy Corporation Savings and Incentive Stock Bonus
Plan (the "Plan") incorporate herein by reference the following
documents filed with the Securities and Exchange Commission:
(a) The Registrant's Prospectus dated April 3, 1996
relating to its common stock, which was filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the
"Securities Act"), and formed a part of the Registrant's
registration statements on Form S-3 (Nos. 333-1588 and 333-3206)
under the Securities Act;
(b) The Plan's annual report on Form 11-K for the year
ended December 31, 1995 filed on June 27, 1996;
(c) All other reports filed by the Registrant pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") since June 30, 1995; and
(c) The description of the Registrant's common stock
contained in its registration statement on Form 8-A registering
such class under Section 12(b) of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
All documents hereafter filed by the Registrant and the
Plan pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment
which indicates that all of the shares of the Registrant's common
stock covered by this registration statement have been sold or
which deregisters all such shares then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State
of Delaware, under which the Registrant is incorporated, authorizes
the indemnification of directors and officers under certain
circumstances. Article VIII of the Certificate of Incorporation
and Article VI of the Bylaws of the Registrant also provide for
indemnification of directors and officers under certain circum-
stances. These provisions, together with the Registrant's
indemnification obligations under individual indemnity agreements
with its directors and officers, may be sufficiently broad to
indemnify such persons for liabilities under the Securities Act of
1933. In addition, the Registrant maintains insurance which
insures its directors and officers against certain liabilities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit No.
5 Opinion of McAfee & Taft A Professional Corporation
23.1 Consent of Price Waterhouse LLP
23.2 Consent of McAfee & Taft A Professional Corporation
(included in Exhibit 5)
23.3 Consent of Williamson Petroleum Consultants, Inc.
24 Power of Attorney
In lieu of filing an opinion of counsel or an Internal
Revenue Service ("IRS") determination letter as required by Item
601(b)(5)(ii) of Regulation S-K, the undersigned Registrant hereby
undertakes to submit the Plan, as amended and restated to date, to
the IRS in a timely manner and will make all changes required by
the IRS in order to qualify the Plan under Section 401 of the
Internal Revenue Code.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purposes of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement re-
lating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. 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 28, 1996.
CHESAPEAKE ENERGY CORPORATION
By AUBREY K. MCCLENDON
Aubrey K. McClendon, Chairman of
the Board and Chief Executive
Officer
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 28, 1996.
AUBREY K. MCCLENDON TOM L. WARD
Aubrey K. McClendon, Chairman Tom L. Ward, President and Director
of the Board and Chief Execu-
tive Officer (Principal
Executive Officer) RONALD A. LEFAIVE
Ronald A. Lefaive, Controller
(Principal Accounting Officer)
MARCUS C. ROWLAND
Marcus C. Rowland, Vice
President - Finance and Chief BREENE M. KERR
Financial Officer (Principal Breene M. Kerr, Director
Financial Officer)
FREDERICK B. WHITTEMORE
E. F. HEIZER, JR. Frederick B. Whittemore, Director
E. F. Heizer, Jr., Director
SHANNON SELF
Shannon Self, Director
WALTER C. WILSON
Walter C. Wilson, Director
<PAGE>
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the trustee of the Plan 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 28, 1996.
CHESAPEAKE ENERGY CORPORATION
SAVINGS AND INCENTIVE STOCK BONUS
PLAN
By JANICE A. DOBBS
Janice A. Dobbs, Trustee
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
- -------
5 Opinion of McAfee & Taft A Professional
Corporation
23.1 Consent of Price Waterhouse LLP
23.2 Consent of McAfee & Taft A Professional
Corporation (included in Exhibit 5)
23.3 Consent of Williamson Petroleum Consultants,
Inc.
24 Power of Attorney
Law Offices
McAfee & Taft
A Professional Corporation
Tenth Floor, Two Leadership Square
211 North Robinson
Oklahoma City, Oklahoma 73102-7101
(405) 235-9621
Fax (405) 235-0439
June 28, 1996
Chesapeake Energy Corporation
6104 North Western Avenue
Oklahoma City, Oklahoma 73118
Re: Chesapeake Energy Corporation
Savings and Incentive Stock Bonus
Plan
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8
to be filed by you with the Securities and Exchange Commission in
connection with the Chesapeake Energy Corporation Savings and
Incentive Stock Bonus Plan (the "Plan"), which Registration
Statement covers the offer and sale of shares of common stock,
par value $.10 per share (the "Shares"), of Chesapeake Energy
Corporation (the "Company") to be issued by the Company to the
Plan. We have also examined your minute books and other corporate
records, and have made such other investigation as we have deemed
necessary in order to render the opinions expressed herein.
Based on the foregoing, we are of the opinion that:
1. The Company is duly organized and existing under the
laws of the State of Delaware.
2. The Shares, when contributed by or purchased from
the Company and issued to the Plan in accordance with the terms of
the Plan, will be legally issued, fully paid and nonassessable in
accordance with the Delaware General Corporation Law.
Consent is hereby given for the inclusion of this opinion
as part of the referenced Registration Statement.
Very truly yours,
McAFEE & TAFT A PROFESSIONAL CORPORATION
McAfee & Taft A Professional Corporation
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of (a) our report on the
financial statements of Chesapeake Energy Corporation (the
"Company") dated September 20, 1996, except as to the first
paragraph of Note 9 which is as of February 19, 1996, and our
report on the financial statements of Chesapeake Exploration
Limited Partnership dated September 20, 1995, which appear on pages
F-2 and F-32, respectively, of the Company's Prospectus dated April
3, 1996 relating to its common stock, which Prospectus was filed
pursuant to Rule 424(b) under the Securities Act of 1933, and
formed a part of the Company's registration statements on Form S-3
(Nos. 333-1588 and 333-3206) under the Act, and (b) our report
dated June 24, 1996 appearing in the Annual Report of the
Chesapeake Energy Savings and Incentive Stock Bonus Plan on Form
11-K for the year ended December 31, 1995.
PRICE WATERHOUSE LLP
Price Waterhouse LLP
Oklahoma City, Oklahoma
June 25, 1996
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
As independent petroleum engineers, Williamson Petroleum Consultants, Inc.
hereby consents to the incorporation by reference in this Registration State-
ment on Form S-8 of Chesapeake Energy Corporation (the Company) of all refer-
ences to our reports and our firm included in or made a part of the
Company Prospectus dated April 3, 1996 relating to its common stock,
which Prospectus was filed pursuant to Rule 424(b) under the Securities
Act of 1933, as amended, and formed a part of the Company registration
statements on Form S-3 (Nos. 333-1588 and 333-3206) under the Act. This
registration statement on Form S-8 is to be filed on or about June 28, 1996.
WILLIAMSON PETROLEUM CONSULTANTS, INC.
Williamson Petroleum Consultants, Inc.
Houston, Texas
June 26, 1996
POWER OF ATTORNEY
We, the undersigned officers and directors of Chesapeake
Energy Corporation (hereinafter, the "Company") and trustee of the
Chesapeake Energy Corporation Savings and Incentive Stock Bonus Plan
(the "Plan") hereby severally constitute Aubrey K. McClendon, Tom
L. Ward and Marcus C. Rowland, and each of them, severally, our true
and lawful attorneys in fact with full power to them and each of
them to sign for us, and in our names as officers or directors, or
both, of the Company, or as trustee of the Plan, one or more
Registration Statements on Form S-8, and any amendments thereto
(including post-effective amendments), for the purpose of
registering under the Securities Act of 1933 (i) shares of the
Company's Common Stock, par value $.10 per share, to be distributed
pursuant to the Plan and (ii) interests in the Plan, each as it may
be amended from time to time, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and to
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
DATED this 28th day of June, 1996.
AUBREY K. MCCLENDON TOM L. WARD
Aubrey K. McClendon, Chairman Tom L. Ward, President and Director
of the Board and Chief Execu-
tive Officer (Principal RONALD A. LEFAIVE
Executive Officer) Ronald A. Lefaive, Controller
(Principal Accounting Officer)
MARCUS C. ROWLAND
Marcus C. Rowland, Vice BREENE M. KERR
President - Finance and Chief Breene M. Kerr, Director
Financial Officer (Principal
Financial Officer) FREDERICK B. WHITTEMORE
Frederick B. Whittemore, Director
E. F. HEIZER, JR.
E. F. Heizer, Jr., Director JANICE A. DOBBS
Janice A. Dobbs, Plan Trustee
SHANNON SELF
Shannon Self, Director
WALTER C. WILSON
Walter C. Wilson, Director
