-----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, SYyuXuai6Xg+Ulxowl2Y9b8II9gvB2NEf1qcgNdCidlG/eaB67MlA2eWE088W4Ar qg15ytWQ0U6xdYsuqcZrbA== 0000895126-04-000012.txt : 20040120 0000895126-04-000012.hdr.sgml : 20040119 20040120170544 ACCESSION NUMBER: 0000895126-04-000012 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE ENERGY CORP CENTRAL INDEX KEY: 0000895126 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731395733 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-13726 FILM NUMBER: 04533144 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 8-A12B 1 chk01202004.txt REGISTRATION OF THE 5.0% CUM CONV PREFERRED STOCK As filed with the Securities and Exchange Commission on January 20, 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 organization) (I.R.S. Employer 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 ------------------- ------------------------------ 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. 2 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 ----------------------------------- Aubrey K. McClendon Chairman and Chief Executive Officer Date: January 20, 2004 3 -----END PRIVACY-ENHANCED MESSAGE-----