UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
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OCTOBER 7, 2004 (OCTOBER 1, 2004)
CHESAPEAKE ENERGY CORPORATION
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(Exact name of Registrant as specified in its Charter)
OKLAHOMA 1-13726 73-1395733
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
6100 NORTH WESTERN AVENUE, OKLAHOMA CITY, OKLAHOMA 73118
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(Address of principal executive offices) (Zip Code)
(405) 848-8000
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.1425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 1, 2004, Chesapeake Energy Corporation granted each non-employee
director options to purchase 12,500 shares of its common stock at an exercise
price of $16.08 per share, which was the closing price of the shares on such
date. Directors who received grants are Breene M. Kerr, Frank A. Keating,
Charles T. Maxwell, Shannon T. Self and Frederick B. Whittemore. The options
will expire three years following an optionee's termination of service as a
director or, if earlier, on the tenth anniversary of the date of grant. If an
optionee's membership on the Board of Directors is terminated for cause,
however, the options will expire thirty days after such termination. The grant
of options to purchase 8,000 shares was made subject to shareholder approval.
The remaining options to purchase 4,500 shares are immediately exercisable.
The options are generally nontransferable, but are transferable to (i) the
ex-spouse of an optionee pursuant to the terms of a qualified domestic relations
order, (ii) the spouse, children or grandchildren of the optionee, (iii) a trust
for the exclusive benefit of such immediate family members, or (iv) a
partnership in which such immediate family members are the only partners.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
CHESAPEAKE ENERGY CORPORATION
By: AUBREY K. MCCLENDON
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Aubrey K. McClendon
Chairman of the Board and
Chief Executive Officer
Dated: October 7, 2004
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