<PAGE> 1
As filed with the Securities and Exchange Commission on December 22, 2000
Registration No. 333-______________
--------------------------------------------------------------------------------
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 73-1395733
(State of Incorporation) (I.R.S. Employer Identification No.)
6100 NORTH WESTERN AVENUE, OKLAHOMA CITY, OKLAHOMA 73118
(Address of principal executive offices) (zip code)
CHESAPEAKE ENERGY CORPORATION 2000 EXECUTIVE OFFICER STOCK OPTION PLAN
(Full title of the plan)
AUBREY K. MCCLENDON COPIES TO:
CHAIRMAN OF THE BOARD AND CONNIE S. STAMETS, ESQ.
CHIEF EXECUTIVE OFFICER WINSTEAD, SECHREST & MINICK P.C.
CHESAPEAKE ENERGY CORPORATION A PROFESSIONAL CORPORATION
6100 NORTH WESTERN AVENUE 5400 RENAISSANCE TOWER
OKLAHOMA CITY, OKLAHOMA 73118 1201 ELM STREET
(Name and address for agent for service) DALLAS, TEXAS 75270
(405) 848-8000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Title of Amount Proposed Proposed Amount of
Securities to be to be Maximum Maximum Registration Fee(2)
Registered Registered(1) Offering Price Aggregate
Per Share Offering Price(2)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 2,500,000 (2) $ 11,872,000 $2,968.00
value per share
====================================================================================================================
</TABLE>
(1) Pursuant to Rule 416, there are registered hereunder such indeterminate
number of additional shares as may become issuable upon exercise of the
options as a result of the antidilution provisions of the Chesapeake
Energy Corporation 2000 Executive Officer Stock Option Plan.
(2) Calculated pursuant to paragraphs (c) and (h) of Rule 457, based on
outstanding options to purchase 1,300,000 shares of Common Stock at $4.00
per share, and 1,200,000 shares of Common Stock at $5.56 per share.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
---------
* Information required by Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities
Act of 1933 is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I of
Form S-8.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Chesapeake Energy Corporation (the "Registrant") incorporates by
reference into this Registration Statement the following documents filed by the
Registrant with the Securities and Exchange Commission (the "Commission"):
(a) The prospectus filed by the Registrant pursuant to Rule
424(b)(3) on October 13, 2000 in connection with the
Registrant's Registration Statement on Form S-1 (No.
333-46966);
(b) The Registrant's quarterly reports on Form 10-Q for the
periods ended March 31, June 30 and September 30, 2000;
(c) The Registrant's current reports on Form 8-K filed on February
28, March 9, March 16, May 4, June 19, June 30, July 20, July
28, September 13, October 4, October 23, October 26, November
14, November 16, December 4, December 18 and December 21,
2000;
(d) The description of the Registrant's common stock, par value
$.01 per share (the "Common Stock"), contained in the
Registrant's Registration Statement on Form 8-B (No.
001-13726), including the amendment to such description filed
by the Registrant on Form 8-K on December 18, 2000 and any
other amendments or reports filed for the purpose of updating
such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
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 filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The Registrant's Common Stock has been registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1031 of the Oklahoma General Corporation Act, under which the
Registrant is incorporated, authorizes the indemnification of directors and
officers under certain circumstances. Article VIII of the Certificate of
Incorporation of the Registrant and Article VI of the Bylaws of the Registrant
also provide for indemnification of directors and officers under certain
circumstances. 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, as amended. 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.
Exhibit Number Description
4.1 Certificate of Incorporation of the Registrant, as amended .
Incorporated herein by reference to Exhibit 3.1 to
Registrant's registration statement on Form S-1 (No.
333-45872).
4.2 Bylaws of the Registrant. Incorporated herein by reference
to Exhibit 3.2 to Registrant's registration statement on
Form 8-B (No. 001-13726).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Williamson Petroleum Consultants, Inc.
23.4 Consent of Ryder Scott Company Petroleum Engineers.
24.1 Power of Attorney.
99 Chesapeake Energy Corporation 2000 Executive Officer Stock
Option Plan. Incorporated herein by reference to Exhibit
10.1.7 to Registrant's Form 10-Q for the quarter ended March
31, 2000.
<PAGE> 5
ITEM 9. UNDERTAKINGS.
(a) The 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 this
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 this Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value
of securities offered would not exceed that which
was registered) and any deviation from the low or
high end of the estimated maximum offering range
may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price
represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) to include any material information with respect
to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(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 this Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment 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.
(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.
<PAGE> 6
(b) The 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 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) 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 Securities Act of 1933 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 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<PAGE> 7
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 December 21,
2000.
CHESAPEAKE ENERGY CORPORATION
By: /s/ 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 below by the following persons in the
capacities indicated on December 21, 2000
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Aubrey K. McClendon Chairman of the Board, Chief Executive
-------------------------------------------- Officer and Director
Aubrey K. McClendon (Principal Executive Officer)
/s/ Tom L. Ward President, Chief Operating Officer and
-------------------------------------------- Director
Tom L. Ward (Principal Executive Officer)
/s/ Marcus C. Rowland Executive Vice President and Chief
-------------------------------------------- Financial Officer
Marcus C. Rowland (Principal Financial Officer)
/s/ Michael A. Johnson Senior Vice President - Accounting
-------------------------------------------- (Principal Accounting Officer)
Michael A. Johnson
/s/ Edgar F. Heizer, Jr. Director
--------------------------------------------
Edgar F. Heizer, Jr.
/s/ Breene M. Kerr Director
--------------------------------------------
Breene M. Kerr
/s/ Shannon T. Self Director
--------------------------------------------
Shannon T. Self
/s/ Frederick B. Whittemore Director
---------------------------------------------
Frederick B. Whittemore
</TABLE>
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4.1 Certificate of Incorporation of the Registrant, as amended
Incorporated herein by reference to Exhibit 3.1 to
Registrant's registration statement on Form S-1
(No. 333-45872).
4.2 Bylaws of the Registrant. Incorporated herein by reference
to Exhibit 3.2 to Registrant's registration statement on
Form 8-B (No. 001-13726).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Williamson Petroleum Consultants, Inc.
23.4 Consent of Ryder Scott Company L.P.
24.1 Power of Attorney.
99 Chesapeake Energy Corporation 2000 Executive Officer Stock
Option Plan. Incorporated herein by reference to Exhibit
10.1.7 to Registrant's Form 10-Q for the quarter ended
March 31, 2000.
</TABLE>
