1
As filed with the Securities and Exchange Commission on August 16, 2001
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 2001 NONQUALIFIED 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
====================================================================================================================
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)
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par 3,000,000 (2) $ 17,910,100.00 $4,477.53
value per share
====================================================================================================================
(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 2001 NonQualified Stock Option Plan.
(2) Calculated pursuant to paragraphs (c) and (h) of Rule 457, based on
outstanding options to purchase 790,000 shares of Common Stock at $6.11
per share, and with respect to the balance of the 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
August 13, 2001.
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.
2
3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Chesapeake Energy Corporation (the "Company" or the "Registrant")
incorporates by reference into this Registration Statement the following
documents filed by the Registrant with the Securities and Exchange Commission:
(a) The Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 as amended by Form 10-K/A filed with the SEC
on April 4, 2001;
(b) The Company's quarterly reports on Form 10-Q for the periods
ended March 31 and June 30, 2001;
(c) The Company's current reports on Form 8-K filed on January 17
and 31, February 6, 13, and 21, March 27 and 29, April 2, 2,
9, 16, 17, and 27, July 17 and 27, and August 13, 2001; and
(d) The description of the our common stock, contained in the
registration statement on Form 8-B (No. 001-13726), including
the amendment to such description we filed with the SEC on
Form 8-K on August 13, 2001 and any other amendments or
reports filed for the purpose of updating such description.
All documents filed by the Company 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 Company'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
Company is incorporated, authorizes the indemnification of directors and
officers under certain circumstances. Article VIII of the Certificate of
Incorporation of the Company and Article VI of the Bylaws of the Company also
provide for indemnification of directors and officers under certain
circumstances. These provisions, together with the Company's indemnification
obligations under individual indemnity
3
4
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 Company 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 Restated Certificate of Incorporation of the
Registrant. Incorporated herein by reference to
Exhibit 3.1 to Registrant's Form 10-Q for the quarter
ended June 30, 2001.
4.2 Bylaws, as amended, of the Registrant. Incorporated
herein by reference to Exhibit 3.2 to Registrant's
Form 10-Q for the quarter ended June 30, 2001.
5.1 Opinion of Winstead Sechrest & Minick P.C. regarding
the validity of the securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP as to
Registrant.
23.2 Consent of PricewaterhouseCoopers LLP as to Gothic
Energy Corporation.
23.3 Consent of Williamson Petroleum Consultants, Inc.
23.4 Consent of Ryder Scott Company L.P.
23.5 Consent of Lee Keeling and Associates, Inc. as to
Registrant.
23.6 Consent of Lee Keeling and Associates, Inc. as to
Gothic Energy Corporation
23.7 Consent of Winstead Sechrest and Minick P.C.
(included as part of Exhibit 5.1.)
24.1 Power of Attorney.
99 Chesapeake Energy Corporation 2001 NonQualified Stock
Option Plan. Incorporated herein by reference to
Exhibit 10.1.10 to Registrant's Form 10-Q for the
quarter ended June 30, 2001.
4
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.
5
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.
6
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 August 16, 2001.
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 August 16, 2001.
SIGNATURE TITLE
--------- -----
/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
7
8
/s/ Shannon T. Self Director
--------------------------------------------
Shannon T. Self
/s/ Frederick B. Whittemore Director
--------------------------------------------
Frederick B. Whittemore
8
9
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 Restated Certificate of Incorporation of the
Registrant. Incorporated herein by reference to
Exhibit 3.1 to Registrant's Form 10-Q for the quarter
ended June 30, 2001.
4.2 Bylaws, as amended, of the Registrant. Incorporated
herein by reference to Exhibit 3.2 to Registrant's
10-Q for the quarter ended June 30, 2001
5.1 Opinion of Winstead Sechrest & Minick P.C. regarding
the validity of the securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP as to
Registrant.
23.2 Consent of PricewaterhouseCoopers LLP as to Gothic
Energy Corporation.
23.3 Consent of Williamson Petroleum Consultants, Inc.
23.4 Consent of Ryder Scott Company L.P.
23.5 Consent of Lee Keeling and Associates, Inc. as to
Registrant.
23.6 Consent of Lee Keeling and Associates, Inc. as to
Gothic Energy Corporation.
23.7 Consent of Winstead Sechrest & Minick P.C. (included
as part of Exhibit 5.1).
24.1 Power of Attorney.
99 Chesapeake Energy Corporation 2001 NonQualified Stock
Option Plan. Incorporated herein by reference to
Exhibit 10.1.10 to Registrant's Form 10-Q for the
quarter ended June 30, 2001.
9