1 As filed with the Securities and Exchange Commission on February 14, 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 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 ======================================================================================================================= 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) - ----------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par 500,000 $2.81 $1,405,000 $371 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 February 10, 2000.
2 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.* - -------------------- * 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. I-2
3 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 II-1
4 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 - -------------- ----------- 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. II-2
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; (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 II-3
6 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. II-4
7 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 ------------------------------------------------- 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. SIGNATURE TITLE --------- ----- /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 II-5
8 SHANNON T. SELF* - ------------------------------------ Director Shannon T. Self FREDERICK B. WHITTEMORE* - ------------------------------------ Director Frederick B. Whittemore WALTER C. WILSON* - ------------------------------------ Director Walter C. Wilson *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 II-6
9 EXHIBIT INDEX Exhibit Number Description ------- ----------- 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).
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. 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
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 14, 2000. WILLIAMSON PETROLEUM CONSULTANTS, INC. Midland, Texas February 14, 2000
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 14, 2000. RYDER SCOTT COMPANY PETROLEUM ENGINEERS Houston, Texas February 14, 2000