As filed with the Securities and Exchange Commission on July 19, 2004
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHESAPEAKE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1395733
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
6100 NORTH WESTERN AVENUE
OKLAHOMA CITY, OKLAHOMA 73118
(Address of principal executive offices) (Zip Code)
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
4.125% Cumulative Convertible New York Stock Exchange
Preferred Stock
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 12(g) of the Exchange Act and
is effective pursuant to General is 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 4.125% 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 the Preferred Stock"
in the Prospectus dated July 8, 2004 forming a part of the Registrant's
registration statement on Form S-3 (No. 333-116461). Such Prospectus was filed
with the Commission by the Registrant pursuant to Rule 424(b(3) under the
Securities Act of 1933 on July 12, 2004.
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 Quarterly Report on Form 10-Q for the quarter
ended March 31, 2004.
99.2. Registrant's Amendment to Restated Certificate of
Incorporation dated June 9, 2004. Incorporated herein by
reference to Exhibit 4.2 to Registrant's Registration
Statement on Form S-3 (No. 333-116461) filed June 14, 2004.
99.3. Registrant's Amended and Restated Bylaws. Incorporated
herein by reference to Exhibit 3.2 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 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/ MARCUS C. ROWLAND
------------------------------------
Marcus C. Rowland
Executive Vice President and
Chief Financial Officer
Date: July 19, 2004
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
99.1. Registrant's Restated Certificate of Incorporation.
Incorporated herein by reference to Exhibit 3.1 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2004.
99.2. Registrant's Amendment to Restated Certificate of
Incorporation dated June 9, 2004. Incorporated herein by
reference to Exhibit 4.2 to Registrant's Registration
Statement on Form S-3 (No. 333-116461) filed June 14, 2004.
99.3. Registrant's Amended and Restated Bylaws. Incorporated
herein by reference to Exhibit 3.2 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 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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