<PAGE> 1
As filed with the Securities and Exchange Commission on February 15, 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 1999 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 5400 RENAISSANCE TOWER
6100 NORTH WESTERN AVENUE 1201 ELM STREET
OKLAHOMA CITY, OKLAHOMA 73118 DALLAS, TEXAS 75270
(Name and address for agent for service)
(405) 848-8000
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Proposed
Title of Amount Maximum Maximum
Securities to be to be Offering Price Aggregate Amount of
Registered Registered(1) Per Share Offering Price(2) Registration Fee(2)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share 3,000,000 (2) $5,332,676 $1,408
====================================================================================================================
</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 1999 Sock Option Plan.
(2) Calculated pursuant to paragraphs (c) and (h) of Rule 457, based on
outstanding options to purchase 1,165,000 shares of Common Stock at
$0.94 per share, 5,000 shares of Common Stock at $2.38 per share and
1,613,650 shares of Common Stock at $2.25 per share and, with respect to
the 216,350 remaining shares being registered, the average of the high
and low prices of the Common Stock of Chesapeake Energy Corporation on
the New York Stock Exchange on February 11, 2000, which was $2.75. The
proposed maximum aggregate offering price was therefore determined as
follows:
<TABLE>
<S> <C>
1,165,000 x $0.94 = $1,095,100
5,000 x $2.38 = 11,900
1,613,650 x $2.25 = 3,630,713
216,350 x $2.75 = 594,963
----------
$5,332,676
==========
</TABLE>
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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.
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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 Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998;
(b) All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") since December 31, 1998; and
(c) 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 under the
Exchange Act, filed by the Registrant with the Commission and
declared effective on December 12, 1996, including any
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.
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
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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.
<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 Amendment No. 1 to Registration Statement on
Form S-3 (No. 333-57235).
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).
5.1 Opinion of Winstead Sechrest & Minick P.C. regarding the
validity of the securities being registered.
23.1 Consent of Winstead Sechrest & Minick P.C. (included as part
of Exhibit 5.1).
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 1999 Stock Option Plan.
Incorporated herein by reference to Exhibit 10.1.5 to
Registrant's Form 10-Q for the quarter ended June 30, 1999.
</TABLE>
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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;
(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.
(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
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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 Act and will be governed by the final adjudication of
such issue.
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<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 February 15,
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 February 15, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
/s/ AUBREY K. MCCLENDON Chairman of the Board, Chief Executive
- ------------------------------------
Aubrey K. McClendon Officer and Director
(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 Vice President - Accounting and Controller
- ------------------------------------ (Principal Accounting Officer)
Michael A. Johnson
/s/ EDGAR F. HEIZER, JR. Director
- ------------------------------------
Edgar F. Heizer, Jr.
/s/ BREENE M. KERR Director
- ------------------------------------
Breene M. Kerr
</TABLE>
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<TABLE>
<S> <C>
/s/ SHANNON T. SELF Director
- ------------------------------------
Shannon T. Self
/S/ FREDERICK B. WHITTEMORE
- ------------------------------------ Director
Frederick B. Whittemore
/s/ WALTER C. WILSON Director
- ------------------------------------
Walter C. Wilson
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Pages
- ------- ----------- -------------
<S> <C> <C>
4.1 Certificate of Incorporation of the Registrant, as amended
Incorporated herein by reference to Exhibit 3.1 to
Registrant's Amendment No. 1 to Registration Statement on
Form S-3 (No. 333-57235).
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).
5.1 Opinion of Winstead Sechrest & Minick P.C. regarding the
validity of the securities being registered.
23.1 Consent of Winstead Sechrest & Minick P.C. (included as part
of Exhibit 5.1).
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 1999 Stock Option Plan.
Incorporated herein by reference to Exhibit 10.1.5 to
Registrant's Form 10-Q for the quarter ended June 30, 1999.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
February 15, 2000
Chesapeake Energy Corporation
6100 North Western Avenue
Oklahoma City, OK 73118
Re: Chesapeake Energy Corporation 1999 Stock Option 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 1999 Stock Option Plan (the "Plan"), which
Registration Statement covers the offer and sale of shares of common stock, par
value $.01 per share (the "Shares"), of Chesapeake Energy Corporation (the
"Company") to be issued by the Company pursuant 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 Oklahoma.
2. The Shares, when issued in accordance with the terms of the
Plan, will be legally issued, fully paid and nonassessable in accordance with
the Oklahoma General Corporation Act.
Consent is hereby given for the inclusion of this opinion as part of
the referenced Registration Statement.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
Winstead Sechrest & Minick P.C.
CSS:ds
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 18, 1999 relating to the
consolidated financial statements, which appears in Chesapeake Energy
Corporation's Annual Report on Form 10-K for the year ended December 31, 1998.
PRICEWATERHOUSECOOPERS LLP
Oklahoma City, Oklahoma
February 11, 2000
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
As independent petroleum engineers, Williamson Petroleum Consultants, Inc.
hereby consents to the incorporation by reference in this Registration Statement
on Form S-8 of Chesapeake Energy Corporation (the "Company") of all references
to our reports and our firm included in or made a part of the Company's Annual
Report on Form 10-K for the year ended December 31, 1998. This registration
statement on Form S-8 is to be filed on or about February 15, 2000.
WILLIAMSON PETROLEUM CONSULTANTS, INC.
Midland, Texas
February 14, 2000
<PAGE> 1
EXHIBIT 23.4
CONSENT OF RYDER SCOTT COMPANY PETROLEUM ENGINEERS
As independent petroleum engineers, Ryder Scott Company Petroleum Engineers
hereby consents to the incorporation by reference in this Registration Statement
on Form S-8 of Chesapeake Energy Corporation (the "Company") of all references
to our reports and our firm included in or made a part of the Company's Annual
Report on Form 10-K for the year ended December 31, 1998. This registration
statement on Form S-8 is to be filed on or about February 15, 2000.
RYDER SCOTT COMPANY PETROLEUM ENGINEERS
Houston, Texas
February 15, 2000
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Chesapeake Energy Corporation (the "Company"), an Oklahoma
corporation, hereby constitutes and appoints Aubrey K. McClendon, Tom L. Ward
and Marcus C. Rowland, and each of them, his or her true and lawful
attorneys-in-fact to sign on his or her behalf, as a director or officer, as the
case may be, of the Company, a Registration Statement(s) on Form S-8 (the
"Registration Statement") for the purpose of registering under the Securities
Act of 1933, as amended, shares of the Company's Common Stock, par value, $.01
per share, issuable pursuant to the Chesapeake Energy Corporation 1999 Stock
Option Plan, and to sign any or with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, any or
all amendments and any or all post-effective amendments to the Registration
Statement whether on Form S-8 or otherwise, and all other documents in
connection therewith, to be filed with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and 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 or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact or any of them, or their substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.
EXECUTED this 15th day of February, 2000.
/s/ AUBREY K. MCCLENDON /s/ TOM L. WARD
- --------------------------- ---------------
Aubrey K. McClendon, Chairman of the Tom L. Ward, President, Chief
Board, Chief Executive Officer and Director Operating Officer and Director
(Principal Executive Officer) (Principal Executive Officer)
/s/ MARCUS C. ROWLAND /s/ MICHAEL A. JOHNSON
- ------------------------------ -----------------------------------
Marcus C. Rowland, Executive Vice Michael A. Johnson, Vice President-
President and Chief Financial Officer Accounting and Controller
(Principal Financial Officer) (Principal Accounting Officer)
/S/ EDGAR F. HEIZER, JR. /s/ BREENE M. KERR
- ------------------------------ -----------------------------------
Edgar F. Heizer, Jr., Director Breene M. Kerr, Director
/s/ SHANNON T. SELF /S/ FREDERICK B. WHITTEMORE
- ------------------------------ ----------------------------------
Shannon T. Self, Director Frederick B. Whittemore, Director
/s/ WALTER C. WILSON
- ------------------------------
Walter C. Wilson, Director
