As filed with the Securities and Exchange Commission on August 17, 2004
Registration No. 333-_______
UNITED STATES
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 SAVINGS AND
INCENTIVE STOCK BONUS PLAN
(Full title of the plans)
AUBREY K. MCCLENDON
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
CHESAPEAKE ENERGY CORPORATION
6100 NORTH WESTERN AVENUE
OKLAHOMA CITY, OKLAHOMA 73118
(Name and address for agent for service)
(405) 848-8000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
============================= ================ ================= ==================== ====================
Title of Amount Proposed Proposed Amount of
Securities to be Registered to be Maximum Maximum Registration Fee(2)
Registered(1) Offering Price Aggregate
Per Share(2) Offering Price(2)
----------------------------- ---------------- -------------------------------------- --------------------
Common Stock, $.01 par 1,000,000 $14.23 $14,230,000 $1,803
value per share
============================= ================ ================= ==================== ====================
(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 August 13, 2004.
EXPLANATORY NOTE
By this registration statement, Chesapeake Energy Corporation is
registering an additional 1,000,000 shares of its common stock, $.01 par
value, to be offered under the Chesapeake Energy Corporation Savings and
Incentive Stock Bonus Plan. Chesapeake has previously filed two registration
statements relating to plan interests and 560,000 shares of its common stock
offered pursuant to the plan (SEC File Nos. 333-07255 and 333-30324 filed on
January 28, 1996 and February 14, 2000, respectively). The contents of these two
prior registration statements are incorporated by reference into this
registration statement pursuant to General Instruction E of Form S-8. The
consents filed with this registration statement are set forth in the Exhibit
Index.
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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 August 17,
2004.
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 17, 2004.
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
/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/ FRANK KEATING Director
------------------------------------
Frank Keating
/S/ BREENE M. KERR* Director
------------------------------------
Breene M. Kerr
/S/ CHARLES T. MAXWELL Director
------------------------------------
Charles T. Maxwell
/S/ SHANNON SELF* Director
------------------------------------
Shannon Self
/S/ FREDERICK B. WHITTEMORE* Director
-------------------------------------
Frederick B. Whittemore
*By: /S/ AUBREY K. MCCLENDON
------------------------------
Aubrey K. McClendon
Attorney in Fact
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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 August 17, 2004.
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
Senior Vice President -
Human Resources
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EXHIBIT INDEX
Exhibit
NUMBER DESCRIPTION
------ -----------
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ryder Scott Company L.P.
23.3 Consent of Lee Keeling and Associates, Inc.
23.4 Consent of Netherland, Sewell & Associates, Inc.
24.1 Power of Attorney
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