As filed with the Securities and Exchange Commission on June 22, 2007.

 

 

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)

 

 

 

CHESAPEAKE ENERGY CORPORATION AMENDED AND RESTATED

LONG TERM INCENTIVE PLAN

(Full Title of the Plan)

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

EXPLANATORY NOTE

By this registration statement, Chesapeake Energy Corporation is registering an additional 10,000,000 shares of its common stock, $.01 par value, issuable under the Chesapeake Energy Corporation Amended and Restated Long Term Incentive Plan. The company has previously filed registration statements relating to 3,000,000 shares of its common stock issuable under the plan (SEC File No. 333-126191 filed on June 28, 2005) and an additional 4,000,000 shares of its common stock issuable under the plan (SEC File No. 333-135949 filed on July 21, 2006). The contents of these prior registration statements are incorporated by reference into this registration statement pursuant to General Instruction E of Form S-8.

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

The following documents of the company filed with the Securities and Exchange Commission are incorporated by reference into this registration statement:

(a) The company’s annual report on Form 10-K for its fiscal year ended December 31, 2006 filed on March 1, 2007;

(b) The company’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2007 filed on May 8, 2007;

(c) The company’s current reports on Form 8-K filed on January 16, 2007, January 19, 2007, January 23, 2007, February 2, 2007, February 6, 2007, February 23, 2007, March 16, 2007, April 17, 2007, May 2, 2007 (two reports on same date), May 4, 2007, May 10, 2007, May 15, 2007, May 21, 2007, May 24, 2007, June 12, 2007 and June 13, 2007 (two reports on same date) (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any such current report on Form 8-K).

(d) The description of the company's common stock contained in the registration statement on Form 8-B (No. 001-13726), including the amendment to such description filed on Form 8-K on August 13, 2001, and any other amendments or reports filed for the purpose of updating such description.

All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any current report on Form 8-K) subsequent to the date of this filing 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 the filing of such documents.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 8. Exhibits

For a list of exhibits to this registration statement, see the Exhibit Index, which is incorporated into this item by reference.

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 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 22, 2007.

 

CHESAPEAKE ENERGY CORPORATION

 

Aubrey K. McClendon

Chairman of the Board and Chief Executive Officer

 

Each person whose signature appears below authorizes Aubrey K. McClendon and Marcus C. Rowland, and each of them, each of whom may act without joinder of the other, to execute in the name of each such person who is then an officer or director of the company and to file any amendments to this registration statement necessary or advisable to enable the company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of this registration statement, which amendments may make such changes in the registration statement as such attorney may deem appropriate.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 22, 2007.

 

(Principal Executive Officer)

 

(Principal Financial Officer)

 

(Principal Accounting Officer)

 

Richard K. Davidson

 

 

Breene M. Kerr

 

Merrill A. Miller, Jr.

 

Charles T. Maxwell

 

Don L. Nickles

 

Frederick B. Whittemore

 

 

 

 

 

 

 

 

 

 

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.