-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QjOFrwjt+C80+/6/BsejWeAsIn85GRQztqt6hTw+DtDhHwjKrvDiBVc/mqhJ3y7O g5SmLm2BcWmI+bVW7SWAag== 0000019745-00-000001.txt : 20000107 0000019745-00-000001.hdr.sgml : 20000107 ACCESSION NUMBER: 0000019745-00-000001 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000106 EFFECTIVENESS DATE: 20000106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE UTILITIES CORP CENTRAL INDEX KEY: 0000019745 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 510064146 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-94159 FILM NUMBER: 502404 BUSINESS ADDRESS: STREET 1: 909 SILVER LAKE BLVD STREET 2: PO BOX 615 CITY: DOVER STATE: DE ZIP: 19904 BUSINESS PHONE: 3027346799 MAIL ADDRESS: STREET 1: 909 SILVER LAKE BLVD CITY: DOVER STATE: DE ZIP: 19904 S-8 1 Reg. No. 333-_________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________ CHESAPEAKE UTILITIES CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) ________________ Delaware 51-0064146 - ------------------------------ ------------------- (State or other jursdiction of (I.R.S. Employer incorporation or organization) Identification No.) 909 SILVER LAKE BOULEVARD, DOVER, DELAWARE 19904 ------------------------------------------------------------ (Address of Principal Executive Offices, including Zip Code) ________________ CHESAPEAKE UTILITIES CORPORATION PERFORMANCE INCENTIVE PLAN -------------------------------- (Full title of the plan) ________________ Copies to: MICHAEL P. MCMASTERS D. MICHAEL LEFEVER, ESQ. VICE PRESIDENT, TREASURER AND CFO COVINGTON & BURLING CHESAPEAKE UTILITIES CORPORATION 1201 PENNSYLVANIA AVENUE, N.W. 909 SILVER LAKE BOULEVARD P.O. BOX 7566 DOVER, DELAWARE 19904 WASHINGTON, D.C. 20004-7566 (302) 734-6799 (202) 662-5276 ------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered (1) Per Unit (2) Price Fee - -------------------------------------------------------------------------------- Common Stock, 200,000 $ 18.59375 $3,718,750 $ 981.75 par value $0.4867 per share ================================================================================
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "1933 Act"), the number of shares of Common Stock registered includes such additional number of shares of Common Stock as are required to prevent dilution arising from stock splits, stock dividends or similar transactions affecting the Common Stock. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the 1933 Act based on the average of the high and low sale prices as reported in the consolidated reporting system on January 4, 2000. NOTE: The documents comprising the Prospectus for the offer and sale of the shares of Common Stock have been omitted in accordance with the instructions to Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Statement Pursuant to Instruction E to Form S-8 - ------------------------------------------------------ This Registration Statement registers additional securities issuable under the Chesapeake Utilities Corporation Performance Incentive Plan (the "Incentive Plan") of the same class for which a registration statement filed on Form S-8 relating to the Incentive Plan is effective (File No. 33-301175). The contents of that registration statement are hereby incorporated by reference in response to Items 4 through 7 and 9. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, heretofore filed by Chesapeake Utilities Corporation (the "Registrant") with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference in this Registration Statement, except as superseded or modified as described herein: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1998; (b) The Registrant's Current Report on Form 8-K dated August 24, 1999; (c) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999; and (d) The description of Common Stock contained in the Registrant's registration statement filed under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any incorporated document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any other incorporated document subsequently filed (or in this Registration Statement, with respect to an incorporated document filed prior to the filing hereof), modifies or supersedes such statement. Any such 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
Exhibit Number Description Reference - -------------------------------------------------------------------------------------------- 5 Opinion of Covington & Burling Filed herewith 23.1 Consent of Covington & Burling Incorporated by reference to Exhibit 5 23.2 Consent of PricewaterhouseCoopers, LLP Filed herewith
SIGNATURES Pursuant to the requirements of the Securities Act, 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 Dover, State of Delaware, on January 6, 2000. Chesapeake Utilities Corporation By: /s/ John R. Schimkaitis -------------------------- President and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated. /s/ Ralph J. Adkins Chairman and Director July 16, 1999 - ---------------------- Ralph J. Adkins /s/ John R. Schimkaitis President, Chief Executive July 16, 1999 - -------------------------- Officer and Director John R. Schimkaitis /s/ Michael P. McMasters Vice President, Chief Financial July 16, 1999 - -------------------------- Officer and Treasurer Michael P. McMasters (Principal Financial Officer and Principal Accounting Officer) /s/ Richard Bernstein Director July 16, 1999 - ----------------------- Richard Bernstein /s/ Walter J. Coleman Director July 16, 1999 - ------------------------ Walter J. Coleman /s/ John W. Jardine, Jr. Director July 16, 1999 - ---------------------------- John W. Jardine, Jr. /s/ Rudolph M. Peins, Jr. Director July 16, 1999 - ----------------------------- Rudolph M. Peins, Jr. /s/ Robert F. Rider Director July 16, 1999 - ---------------------- Robert F. Rider /s/ Jeremiah P. Shea Director July 16, 1999 - ----------------------- Jeremiah P. Shea /s/ William G. Warden, III Director July 16, 1999 - ------------------------------ William G. Warden, III EX-5 2 OPINION OF COUNSEL Exhibit 5 [Covington & Burling Letterhead] December 30, 1999 Chesapeake Utilities Corporation 909 Silver Lake Boulevard Dover, Delaware 19904 Gentlemen: This opinion is being furnished to you in connection with the proposed offer and sale by Chesapeake Utilities Corporation, a Delaware corporation (the "Corporation"), of up to 200,000 additional shares (the "Shares") of common stock, par value $.4867 per share (the "Common Stock"), of the Corporation that may be newly issued by the Corporation under the terms of the Corporation's Performance Incentive Plan, as amended (the "Incentive Plan"), pursuant to a Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Corporation with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, on or about the date hereof. We have acted as counsel to the Corporation in connection with the preparation of the Registration Statement. We have also examined and relied upon copies of minutes of meetings of the Board of Directors of the Corporation and meetings of the shareholders of the Corporation relating to the adoption of the Incentive Plan and the authorization of the Shares. We also have examined originals or copies, certified or otherwise identified to your satisfaction, of such other documents, and have made such other investigations, as we have deemed necessary to form a basis for the opinions hereinafter expressed. In making such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, and the conformity to original documents of documents submitted to us as copies. As to all matters of fact relevant to our opinion, we have relied exclusively, without independent investigation or verification, upon the foregoing documents and on the certificates of public officials and officials of the Company. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon the issuance thereof in accordance with the terms of the Incentive Plan, the Shares will be validly issued, fully paid and nonassessable. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares under the Plan and only while the Registration Statement is in effect. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement. Very truly yours, /s/ COVINGTON & BURLING Covington & Burling EX-23.2 3 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.2 [PricewaterhouseCoopers L.L.P. Letterhead] CONSENT OF INDEPENDENT ACCOUNTANTS ______________ We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 12, 1999 relating to the financial statements and financial statement schedules, which appear on page 24 of Chesapeake Utilities Corporation Annual Report on Form 10-K for the year ended December 31, 1998. /s/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP Washington, D.C. December 30, 1999 -----END PRIVACY-ENHANCED MESSAGE-----