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.
2
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
3
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
4
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
5
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Chesapeake Energy Corporation of our report dated
February 29, 2004 relating to the consolidated financial statements and
financial statement schedule of Chesapeake Energy Corporation, which appears in
Chesapeake Energy Corporation's Annual Report on Form 10-K for the year ended
December 31, 2003.
/S/PRICEWATERHOUSECOOPERS LLP
- -----------------------------
PricewaterhouseCoopers LLP
Oklahoma City, Oklahoma
August 16, 2004
EXHIBIT 23.2
CONSENT OF RYDER SCOTT COMPANY, L.P.
------------------------------------
As independent oil and gas consultants, Ryder Scott Company, L.P., hereby
consents to the incorporation by reference in the Registration Statement on
Form S-8, to be filed with the Securities and Exchange Commission on or about
August 17, 2004, of information from our reserve report dated February 23,
2004, entitled "Chesapeake Energy Corporation - Estimated Future Reserves and
Income Attributable to Certain Leasehold Interests as of December 31, 2003."
/S/ RYDER SCOTT COMPANY, L.P.
- -----------------------------
Ryder Scott Company, L.P.
Houston, Texas
August 17, 2004
EXHIBIT 23.3
CONSENT OF LEE KEELING AND ASSOCIATES, INC.
-------------------------------------------
As independent oil and gas consultants, Lee Keeling and Associates, Inc. hereby
consents to the incorporation by reference in the Chesapeake Energy Corporation
Registration Statement on Form S-8 to be filed on or about August 17, 2004, of
information from our reserve report with respect to the oil and gas reserves of
Chesapeake Energy Corporation dated February 16, 2004 and entitled "Appraisal
Oil and Gas Properties Interests Owned by Chesapeake Energy Corporation Selected
Properties Constant Prices and Expenses Effective Date January 1, 2004."
/S/ LEE KEELING AND ASSOCIATES, INC.
- ------------------------------------
Lee Keeling and Associates, Inc.
Tulsa, Oklahoma
August 17, 2004
EXHIBIT 23.4
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
---------------------------------------------------------
As independent oil and gas consultants, Netherland, Sewell & Associates, Inc.
hereby consents to the incorporation by reference in the Chesapeake Energy
Corporation Registration Statement on Form S-8 to be filed on or about August
17, 2004, of information from our reserve report with respect to the oil and
gas reserves of Chesapeake Energy Corporation dated February 17, 2004 and
entitled "Estimate of Reserves and Future Revenue to Chesapeake Energy
Corporation Interest in Certain Oil and Gas Properties located in Oklahoma and
Texas as of December 31, 2003, Based on Constant Prices and Costs in accordance
with Securities and Exchange Commission Guidelines."
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /S/ C.H. SCOTT REES
-------------------------------------------------
C.H. (Scott) Rees III
President and Chief Operating Officer
Dallas Texas
August 17, 2004
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
We, the undersigned officers and directors of Chesapeake Energy
Corporation (hereinafter, the "Company") hereby severally constitute Aubrey K.
McClendon, Tom L. Ward and Marcus C. Rowland, and each of them, severally, our
true and lawful attorneys in fact with full power to them and each of them to
sign for us, and in our names as officers or directors, or both, of the Company,
one or more Registration Statements on Form S-8, and any amendments thereto
(including post-effective amendments), for the purpose of registering under the
Securities Act of 1933 (i) shares of the Company's Common Stock, $.01 par value
per share, to be acquired pursuant to the Chesapeake Energy Corporation Savings
and Incentive Stock Bonus Plan (the "Plan") and (ii) interests in the Plan, each
as it may be amended from time to time, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and to perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
DATED this 17th day of August, 2004
/S/ MICHAEL A. JOHNSON
- --------------------------------
Michael A. Johnson, Senior
Vice President - Accounting
(Principal Accounting Officer)
/S/ FRANK KEATING
- --------------------------------
Frank Keating, Director
/S/ CHARLES T. MAXWELL
- --------------------------------
Charles T. Maxwell, Director