As filed with the Securities and Exchange Commission on January 20, 2004
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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CHESAPEAKE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1395733
(State of incorporation or organization) (I.R.S. Employer Identification No.)
6100 NORTH WESTERN AVENUE
OKLAHOMA CITY, OKLAHOMA 73118
(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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5.0% Cumulative Convertible Preferred Stock New York Stock Exchange
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g)of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), check the Instruction A.(d), check the
following box [X] following box. [ ]
Securities Act registration statement file number to which this form
relates: N/A
Securities to be registered pursuant to Section 12(g) of the Act: None
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The securities to be registered consist of 5.0% Cumulative Convertible
Preferred Stock, par value $.01 per share (the "Preferred Stock"), of Chesapeake
Energy Corporation (the "Registrant"). The Registrant hereby incorporates by
reference herein the description of the terms, rights and preferences of the
Preferred Stock set forth under the caption "Description of Preferred Stock" in
the Prospectus Supplement dated November 12, 2003 to the Prospectus dated
October 23, 2003 forming a part of the Registrant's registration statement on
Form S-3 (No. 333-109657). Such Prospectus, as supplemented, was filed with the
Commission by the Registrant pursuant to Rule 424(b)(2) under the Securities Act
of 1933 on November 13, 2003.
ITEM 2. EXHIBITS
The following exhibits are filed pursuant to the Instruction to Item 2:
EXHIBIT NO. DESCRIPTION
99.1. Registrant's Restated Certificate of Incorporation.
Incorporated herein by reference to Exhibit 3.1 to
Registrant's Registration Statement on Form S-3 (No.
333-104394) filed April 9, 2003.
99.2. Registrant's Certificate of Designation of 5% Cumulative
Convertible Preferred Stock, par value $0.01 per share and
liquidation preference $100 per share. Incorporated herein
by reference to Exhibit 3.1 to Registrant's current report
on Form 8-K filed November 18, 2003.
99.3. Registrant's Amended and Restated Bylaws. Incorporated
herein by reference to Exhibit 99.B to Registrant's
Registration Statement on Form 8-A filed October 7, 2003.
99.4. Rights Agreement dated July 15, 1998 between Registrant and
UMB Bank, N.A., as Rights Agent. Incorporated herein by
reference to Exhibit 1 to Registrant's registration
statement on Form 8-A filed July 16, 1998. Amendment No. 1
to Rights Agreement dated September 11, 1998. Incorporated
herein by reference to Exhibit 10.3 to Chesapeake's
quarterly report on Form 10-Q for the quarter ended
September 30, 1998 filed November 16, 1998.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
CHESAPEAKE ENERGY CORPORATION
By: /s/ Aubrey K. McClendon
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Aubrey K. McClendon
Chairman and
Chief Executive Officer
Date: January 20, 2004
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