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Registration
No. 333-________
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Oklahoma
(State
or Other Jurisdiction of
Incorporation
or Organization)
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73-1395733
(I.R.S.
Employer Identification No.)
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6100
North Western Avenue
Oklahoma
City, Oklahoma
(Address
of Principal Executive Offices)
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73118
(Zip
Code)
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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 of Agent For Service)
(405)
848-8000
(Telephone
Number, Including Area Code,
of
Agent for Service)
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Copies to:
Connie
S. Stamets, Esq.
Bracewell
& Giuliani LLP
1445
Ross Avenue, Suite 3800
Dallas,
Texas 75202-2711
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Title
of
Securities
To Be Registered
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Amount
To
Be
Registered(1)
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Proposed
Maximum
Offering
Price
Per
Share (2)
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Proposed
Maximum
Aggregate
Offering
Price(2)
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Amount
of
Registration
Fee(2)
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Common
Stock, $.01 par value per share
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8,000,000
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$58.58
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$468,640,000
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$18,418
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(1)
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Pursuant
to Rule 416, there are registered hereunder such indeterminate number of
additional shares as may become issuable as a result of the anti-dilution
provisions of the plan.
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(2)
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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 reported on the New York Stock Exchange on June 12,
2008.
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| CHESAPEAKE ENERGY CORPORATION | |||
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By:
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/s/ Aubrey K. McClendon | |
| Aubrey K. McClendon | |||
| Chairman of hte Board and Chief Executive Officer | |||
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SIGNATURE
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TITLE
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/s/
Aubrey K. McClendon
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Chairman
of the Board, Chief
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Aubrey
K. McClendon
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Executive
Officer & Director
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(Principal
Executive Officer)
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/s/
Marcus C. Rowland
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Executive
Vice President & Chief
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Marcus
C. Rowland
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Financial
Officer
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(Principal
Financial Officer)
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/s/
Michael A. Johnson
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Senior
Vice President – Accounting,
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Michael
A. Johnson
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Controller
& Chief Accounting Officer
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(Principal
Accounting Officer)
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/s/
Richard K. Davidson
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Director
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Richard
K. Davidson
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||||
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/s/
Frank Keating
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Director
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Frank
Keating
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||||
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/s/
Breene M. Kerr
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Director
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Breene
M. Kerr
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||||
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/s/
Merrill A. Miller, Jr.
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Director
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Merrill
A. Miller, Jr.
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/s/
Charles T. Maxwell
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Director
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Charles
T. Maxwell
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/s/
Don L. Nickles
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Director
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Don
L. Nickles
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/s/
Frederick B. Whittemore
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Director
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Frederick
B. Whittemore
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Exhibit
Number
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Description
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4.1.1
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Restated
Certificate of Incorporation of the Registrant, as amended. Incorporated
herein by reference to Exhibit 3.1.1 to the Registrant’s quarterly report
on Form 10-Q for the quarter ended June 30, 2006.
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4.1.2
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Certificate
of Designation for Series A Junior Participating Preferred Stock, as
amended. Incorporated herein by reference to Exhibit 3.1.2 to
the Registrant’s quarterly report on Form 10-Q for the quarter ended June
30, 2006.
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4.1.3*
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Certificate
of Designation for 4.125% Cumulative Convertible Preferred Stock, as
amended.
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4.1.4
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Certificate
of Designation for 5% Cumulative Convertible Preferred Stock (Series
2005). Incorporated herein by reference to Exhibit 3.1.5 to the
Registrant’s annual report on Form 10-K for the year ended December 31,
2007.
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4.1.5
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Certificate
of Designation for 4.5% Cumulative Convertible Preferred
Stock. Incorporated herein by reference to Exhibit 3.1 to the
Registrant’s current report on Form 8-K filed September 15,
2005.
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4.1.6*
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Certificate
of Designation for 5% Cumulative Convertible Preferred Stock (Series
2005B), as amended.
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4.1.7
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Certificate
of Designation for 6.25% Mandatory Convertible Preferred Stock, as
amended. Incorporated herein by reference to Exhibit 3.1.7 to
the Registrant’s annual report on Form 10-K for the year ended December
31, 2007.
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4.2
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Bylaws
of the Registrant. Incorporated herein by reference to Exhibit 3.1 to the
Registrant’s current report on Form 8-K filed June 13,
2007.
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4.3
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Rights
Agreement dated July 15, 1998 between the Registrant and UMB Bank, N.A.,
as Rights Agent. Incorporated herein by reference to Exhibit 1
to the Registrant’s registration statement on Form 8-A filed July 16,
1998. Amendment No. 1 dated September 11,
1998. Incorporated herein by reference to Exhibit 10.3 to the
Registrant’s quarterly report on Form 10-Q for the quarter ended September
30, 1998. Amendment No. 2 dated March 3,
2006. Incorporated herein by reference to Exhibit 10.6.1 to the
Registrant’s annual report on Form 10-K for the year ended December 31,
2005.
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5.1*
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Opinion
of Bracewell & Giuliani LLP regarding the validity of the securities
being registered.
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23.1*
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Consent
of PricewaterhouseCoopers LLP.
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23.2*
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Consent
of Netherland, Sewell & Associates, Inc.
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23.3*
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Consent
of Data & Consulting Services Division of Schlumberger Technology
Corporation
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23.4*
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Consent
of Lee Keeling and Associates, Inc.
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23.5*
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Consent
of Ryder Scott Company, L.P.
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23.6*
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Consent
of LaRoche Petroleum Consultants, Ltd.
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23.7
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Consent
of Bracewell & Giuliani LLP (included as part of Exhibit
5.1)
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24.1
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Power
of Attorney (included on signature page)
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99.1*
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Chesapeake
Energy Corporation Amended and Restated Long Term Incentive
Plan
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