-----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, OvGxrlRtbSt8iAZE073kyhXpM3ZKHglYCwI3bAKP9d8tUWQOPhigXuS6HcBnFPda 8GU8vz/m1W+nlDcX+/aOAw== 0000895126-06-000248.txt : 20060630 0000895126-06-000248.hdr.sgml : 20060630 20060630133858 ACCESSION NUMBER: 0000895126-06-000248 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060626 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060630 DATE AS OF CHANGE: 20060630 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13726 FILM NUMBER: 06936741 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-K 1 chk06302006a_8kcertofelim.htm CERTIFICATE TO ELIMINATE CERTIFS OF DESIGNATION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

June 30, 2006 (June 26, 2006)

CHESAPEAKE ENERGY CORPORATION

(Exact name of Registrant as specified in its Charter)

 

Oklahoma

 

1-13726

 

73-1395733

(State or other jurisdiction of incorporation)

 

(Commission File No.)

 

(IRS Employer Identification No.)

 

 

6100 North Western Avenue, Oklahoma City, Oklahoma

 

73118

(Address of principal executive offices)

 

(Zip Code)

 

(405) 848-8000

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[_]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[_]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

[_]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

 

 

 

 

Section 5 – Corporate Governance and Management

 

Item 5.03 Amendments to Articles of Incorporation.

 

Effective June 26, 2006, Chesapeake Energy Corporation (the “Company”) filed a Certificate to Eliminate Certificates of Designation with the Oklahoma Secretary of State to eliminate from the Company’s Certificate of Incorporation all matters set forth in the Company’s Certificate of Designation of 6.75% Cumulative Convertible Preferred Stock filed with the Oklahoma Secretary of State on November 13, 2001 with respect to the series of preferred stock of the company’s designated 6.75% Cumulative Convertible Preferred Stock, par value $0.01 per share, and the Company’s Certificate of Designation of 6.00% Cumulative convertible Preferred Stock filed with the Oklahoma Secretary of State on March 3, 2003 with respect to the series of preferred stock of the Company’s designated 6.00% Cumulative Convertible Preferred Stock, par value $0.01 per share. The Certificate to Eliminate the Certificates of Designation is attached hereto as Exhibit 3.1.

 

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Final Statements and Exhibits.

 

 

 

 

(c)

Exhibits

 

 

 

Exhibit No.

 

Document Description

 

 

 

3.1

 

Certificate to Eliminate Certificates of Designation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

CHESAPEAKE ENERGY CORPORATION

 

By:


/s/ AUBREY K. MCCLENDON

 

 

 

Aubrey K. McClendon

Chairman of the Board and

Chief Executive Officer

 

 

Date:

June 30, 2006

 

 

3

 

 

 

EXHIBIT INDEX

Exhibit No.

 

Document Description

 

 

 

 

3.1

 

Certificate to Eliminate Certificates of Designation

 

 

 

 

 

 

 

 

 

 

 

 

4

 

 

 

 EX-99 2 chk06302006a_991.htm CERTIFICATE TO ELIMINATE CERTIF OF DESIGANTION

Exhibit 99.1

 

CERTIFICATE TO ELIMINATE

CERTIFICATES OF DESIGNATION

OF

6.75% CUMULATIVE CONVERTIBLE PREFERRED STOCK

AND

6.00% CUMULATIVE CONVERTIBLE PREFERRED STOCK

OF

CHESAPEAKE ENERGY CORPORATION

 

Pursuant to Section 1032.G.1 of the Oklahoma General Corporation Act

 

The undersigned officers of Chesapeake Energy Corporation, an Oklahoma corporation (the "Corporation"), hereby certify in accordance with Section 1032.G.1 of the Oklahoma General Corporation Act that on June 9, 2006, the Corporation's Board of Directors adopted the following resolutions to eliminate from the Corporation's Certificate of Incorporation all matters set forth in the Corporation's Certificate of Designation of 6.75% Cumulative Convertible Preferred Stock filed with the Oklahoma Secretary of State on November 13, 2001 with respect to the series of preferred stock of the Corporation designated 6.75% Cumulative Convertible Preferred Stock, par value $0.01 per share, and the Corporation's Certificate of Designation of 6.00% Cumulative Convertible Preferred Stock filed with the Oklahoma Secretary of State on March 3, 2003 with respect to the series of preferred stock of the Corporation designated 6.00% Cumulative Convertible Preferred Stock, par value $0.01 per share:

WHEREAS, the Corporation has exercised its right to convert all remaining outstanding 6.75% Cumulative Convertible Preferred Stock, par value $0.01 (the "6.75% Preferred Stock"), into common stock of the Corporation in accordance with the Corporation's Certificate of Designation of 6.75% Cumulative Convertible Preferred Stock, filed with the Oklahoma Secretary of State on November 13, 2001 (the "6.75% Preferred Stock Certificate of Designation"); and

WHEREAS, no shares of the 6.75% Preferred Stock remain outstanding, and under the 6.75% Preferred Stock Certificate of Designation no shares of the 6.75% Preferred Stock may be issued in the future;

NOW, THEREFORE, BE IT RESOLVED, that the 6.75% Preferred Stock Certificate of Designation be eliminated from the Corporation's Certificate of Incorporation in accordance with the provisions of Section 1032.G.1 of the Oklahoma General Corporation Act (the "Act").

WHEREAS, the Corporation has exercised its right to convert all remaining outstanding 6.00% Cumulative Convertible Preferred Stock, par value $0.01 (the "6.00% Preferred Stock"), into common stock of the Corporation in accordance with the Corporation's Certificate of Designation of 6.00% Cumulative Convertible Preferred Stock, filed with the Oklahoma Secretary of State on March 3, 2003 (the "6.00% Preferred Stock Certificate of Designation"); and

 

 

 

WHEREAS, no shares of the 6.00% Preferred Stock remain outstanding, and under the 6.00% Preferred Stock Certificate of Designation no shares of the 6.00% Preferred Stock may be issued in the future;

NOW, THEREFORE, BE IT RESOLVED, that the 6.00% Preferred Stock Certificate of Designation be eliminated from the Corporation's Certificate of Incorporation in accordance with the provisions of Section 1032.G.1 of the Act.

FURTHER RESOLVED, that the appropriate officers of the Corporation are hereby authorized to execute, acknowledge and file with the Oklahoma Secretary of State a certificate to eliminate setting forth these resolutions of the Board of Directors and, when such certificate becomes effective, eliminating from the Corporation's Certificate of Incorporation all matters set forth in the Corporation's 6.75% Preferred Stock Certificate of Designation and the Corporation's 6.00% Preferred Stock Certificate of Designation.

WE, THE UNDERSIGNED, certify that the facts herein stated are true, and we have accordingly executed this Certificate this 26th day of June, 2006.

 

 

 

 

 

By: 

/s/ AUBREY K. McCLENDON

 

 

 

Aubrey K. McClendon

 

 

 

Chairman and Chief Executive Officer

 

 

 

 

 

 

 

ATTEST

 

 

 

 


/s/ JENNIFER M. GRIGSBY

 

 

 

Jennifer M. Grigsby

 

 

 

 

Secretary

 

 

 

 

 

 

 

 

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