As filed with the Securities and Exchange Commission on June 28, 2005
Registration No. 333-52668
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CHESAPEAKE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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Oklahoma |
73-1395733 |
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(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 2000 EMPLOYEE
STOCK OPTION PLAN
(Full title of the plan)
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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) |
Copies to: Connie S. Stamets, Esq. Winstead Sechrest & Minick P.C. 5400 Renaissance Tower 1201 Elm Street Dallas, Texas 75270 |
EXPLANATORY NOTE
Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), registered, pursuant to a Registration Statement on Form S-8 (Registration Number 333-52668) filed with the Securities and Exchange Commission on December 22, 2000 (the “Registration Statement”), the offer and sale of up to 3,000,000 shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), issuable under the Chesapeake Energy Corporation 2000 Employee Stock Option Plan (the “2000 Plan”). On March 4, 2005, the Company’s Board of Directors adopted the Chesapeake Energy Corporation Long Term Incentive Plan (the “LTIP”), which is intended to replace the 2000 Plan. The Company’s shareholders approved the LTIP on June 10, 2005, and the LTIP became effective on October 1, 2004. No future awards will be made under the 2000 Plan.
Pursuant to the undertakings in Item 9 of the Registration Statement, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to remove 84,356 shares of Common Stock (the “Deregistered Shares”) remaining under the 2000 Plan from registration under the Registration Statement.
The filing fee related to the Deregistered Shares will be carried over to a new Registration Statement on Form S-8 that is being filed by the Company contemporaneously with the filing of this Post-Effective Amendment No. 1 to the Registration Statement.
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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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma on June 28, 2005.
CHESAPEAKE ENERGY CORPORATION
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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 Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities indicated on June 28, 2005.
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SIGNATURE |
TITLE |
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/s/ Aubrey K. McClendon |
Chairman of the Board, Chief Executive | ||
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Aubrey K. McClendon |
Officer and Director |
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(Principal Executive Officer)
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* |
President, Chief Operating Officer and | ||
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Tom L. Ward |
Director |
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(Principal Executive Officer)
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* |
Executive Vice President and Chief | |
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Marcus C. Rowland |
Financial Officer |
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(Principal Financial Officer)
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* |
Senior Vice President - Accounting | |
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Michael A. Johnson |
(Principal Accounting Officer) |
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* |
Director |
Breene M. Kerr
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* |
Director |
Frederick B. Whittemore
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* By: |
/s/ Aubrey K. McClendon |
Aubrey K. McClendon
Attorney-in-fact