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As filed with the Securities and Exchange Commission on February 14, 2000
Registration 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
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
SAVINGS AND INCENTIVE STOCK BONUS 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
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Proposed Proposed
Title of Amount Maximum Maximum
Securities to be Registered to be Offering Price Aggregate Amount of
Registered(1) Per Share(2) Offering Price(2) Registration Fee(2)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par 500,000 $2.81 $1,405,000 $371
value per share
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</TABLE>
(1) Pursuant to Rule 416(c), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
plan named above.
(2) 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 on the New York Stock Exchange on February 10, 2000.
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EXPLANATORY NOTE
On June 28, 1996, Chesapeake Energy Corporation (the "Registrant") filed
a Registration Statement on Form S-8 (the "Prior Registration Statement")
relating to 30,000 shares of its common stock, $.10 par value (60,000 shares of
common stock, $.01 par value, taking into account the subsequent reincorporation
and recapitalization of the Company and as adjusted for stocks splits and
dividends), to be offered under the Chesapeake Energy Corporation Savings and
Incentive Stock Bonus Plan (SEC File No. 333-07255). By this Registration
Statement the Registrant is registering an additional 500,000 shares of its
common stock, $.01 par value. The contents of the Prior Registration Statement
are incorporated by reference into this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
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* 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") and the Chesapeake
Energy Corporation Savings and Incentive Stock Bonus Plan (the "Plan")
incorporate 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;
(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; and
(d) The Plan's Annual Report on Form 11-K for the year ended
December 31, 1998.
All documents filed by the Registrant and the Plan 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
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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
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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).
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. Incorporated herein by
reference to Exhibit 24 to Registrant's
Registration Statement on Form S-8 (No.
333-07255).
In lieu of filing an opinion of counsel or an Internal Revenue Service
determination letter as required by Item 601(b)(5)(ii) of Regulation S-K, the
Registrant 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.
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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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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 February 14,
2000.
CHESAPEAKE ENERGY CORPORATION
By: /s/ AUBREY K. MCCLENDON
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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 14, 2000.
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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
Tom L. Ward Director
(Principal Executive Officer)
/s/ MARCUS C. ROWLAND
- ------------------------------------ Executive Vice President and Chief
Marcus C. Rowland Financial Officer
(Principal Financial Officer)
/s/ MICHAEL A. JOHNSON
- ------------------------------------ Vice President - Accounting and Controller
Michael A. Johnson (Principal Accounting Officer)
EDGAR F. HEIZER, JR.*
- ------------------------------------ Director
Edgar F. Heizer, Jr.
BREENE M. KERR*
- ------------------------------------ Director
Breene M. Kerr
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SHANNON T. SELF*
- ------------------------------------ Director
Shannon T. Self
FREDERICK B. WHITTEMORE*
- ------------------------------------ Director
Frederick B. Whittemore
WALTER C. WILSON*
- ------------------------------------ Director
Walter C. Wilson
</TABLE>
*By /s/ AUBREY K. MCCLENDON
--------------------------------
Aubrey K. McClendon
Attorney in Fact
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Plan administrator 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 14, 2000.
CHESAPEAKE ENERGY CORPORATION
SAVINGS AND INCENTIVE STOCK BONUS
PLAN
By: CHESAPEAKE ENERGY CORPORATION
By: /s/ MARTHA A. BURGER
-------------------------------------
Name: Martha A. Burger
Title: Treasurer and Vice President -
Human Resources
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EXHIBIT INDEX
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Exhibit
Number Description
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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).
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. Incorporated herein by reference to Exhibit 24 to
Registrant's Registration Statement on Form S-8 (No. 333-07255).
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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.
We also consent to the incorporation by reference in the Registration Statement
of our report dated June 11, 1999 relating to the financial statements, which
appears in the Annual Report of the Chesapeake Energy Corporation Savings and
Incentive Stock Bonus Plan on Form 11-K for the year ended December 31, 1998.
PRICEWATERHOUSECOOPERS LLP
Oklahoma City, Oklahoma
February 11, 2000
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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 14, 2000.
WILLIAMSON PETROLEUM CONSULTANTS,
INC.
Midland, Texas
February 14, 2000
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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 14, 2000.
RYDER SCOTT COMPANY PETROLEUM
ENGINEERS
Houston, Texas
February 14, 2000
