As filed with the Securities and Exchange Commission on February 9, 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-8 REGISTRATION STATEMENT NO. 333-216483
FORM S-8 REGISTRATION STATEMENT NO. 333-196977
FORM S-8 REGISTRATION STATEMENT NO. 333-192175
FORM S-8 REGISTRATION STATEMENT NO. 333-189651
FORM S-8 REGISTRATION STATEMENT NO. 333-187018
FORM S-8 REGISTRATION STATEMENT NO. 333-178067
FORM S-8 REGISTRATION STATEMENT NO. 333-171468
FORM S-8 REGISTRATION STATEMENT NO. 333-160350
FORM S-8 REGISTRATION STATEMENT NO. 333-157504
FORM S-8 REGISTRATION STATEMENT NO. 333-151762
FORM S-8 REGISTRATION STATEMENT NO. 333-143990
FORM S-8 REGISTRATION STATEMENT NO. 333-135949
FORM S-8 REGISTRATION STATEMENT NO. 333-126191
FORM S-8 REGISTRATION STATEMENT NO. 333-118312
FORM S-8 REGISTRATION STATEMENT NO. 333-67736
FORM S-8 REGISTRATION STATEMENT NO. 333-52666
FORM S-8 REGISTRATION STATEMENT NO. 333-30324
FORM S-8 REGISTRATION STATEMENT NO. 333-48585
POST-EFFECTIVE AMENDMENT NO. 2 TO:
FORM S-8 REGISTRATION STATEMENT NO. 333-07255
FORM S-8 REGISTRATION STATEMENT NO. 033-84256
FORM S-8 REGISTRATION STATEMENT NO. 033-88196
FORM S-8 REGISTRATION STATEMENT NO. 033-84258
FORM S-8 REGISTRATION STATEMENT NO. 033-89282
UNDER THE SECURITIES ACT OF 1933
Chesapeake Energy Corporation
(Exact name of registrant as specified in its charter)
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Oklahoma
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73-1395733
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(State or Other Jurisdiction
of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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6100 North Western Avenue
Oklahoma City, Oklahoma
(405) 848-8000
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Chesapeake Energy Corporation 2014 Long Term Incentive Plan
Chesapeake Energy Corporation Savings and Incentive Stock Bonus Plan
Chesapeake Energy Corporation Amended and Restated Long Term Incentive Plan
Chesapeake Energy Corporation Long Term Incentive Plan
Chesapeake Energy Corporation 2001 Executive Officer Stock Option Plan
Chesapeake Energy Corporation 2000 Executive Officer Stock Option Plan
Replacement Option Agreements Pursuant to Jay W. Decker Nonstatutory Stock Option Agreements
(Full title of the plans)
James R. Webb
Executive Vice President — General Counsel
and Corporate Secretary
Chesapeake Energy Corporation
6100 North Western Avenue
Oklahoma City, Oklahoma 73118-1044
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Julian J. Seiguer
Kirkland & Ellis LLP
609 Main Street
Houston, Texas 77002
(713) 836-3600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
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(14)
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Registration Statement on Form S-8 (No. 333-118312), pertaining to the registration of 1,000,000 shares of common stock for the Chesapeake Energy Corporation Savings and Incentive Stock Bonus Plan, which was filed with the SEC on August 17, 2004;
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(15)
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Registration Statement on Form S-8 (No. 333-67736), pertaining to the registration of 4,000,000 shares of common stock for the Chesapeake Energy Corporation 2001 Executive Officer Stock Option Plan, which was filed with the SEC on August 16, 2001;
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(16)
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Registration Statement on Form S-8 (No. 333-52666), pertaining to the registration of 2,500,000 shares of common stock for the Chesapeake Energy Corporation 2000 Executive Officer Stock Option Plan, which was filed with the SEC on December 22, 2000;
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(17)
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Registration Statement on Form S-8 (No. 333-30324), pertaining to the registration of 500,000 shares of common stock for the Chesapeake Energy Corporation Savings and Incentive Stock Bonus Plan, which was filed with the SEC on February 14, 2000;
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(18)
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Registration Statement on Form S-8 (No. 333-48585), pertaining to the registration of 243,750 shares of common stock for the Replacement Option Agreements Pursuant to Jay W. Decker Nonstatutory Stock Option Agreements, which was filed with the SEC on March 25, 1998; and
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(19)
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Registration Statement on Form S-8 (No. 333-07255), pertaining to the registration of 30,000 shares of common stock for the Chesapeake Energy Corporation Savings and Incentive Stock Bonus Plan, which was filed with the SEC on June 28, 1996.
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On June 28, 2020, the Company and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas. The Company’s Chapter 11 Cases were jointly administered under the caption In re Chesapeake Energy Corporation, et al., No. 20-33233 (DRJ).
In connection with the foregoing, the Company has terminated all offerings of securities pursuant to the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that remain unsold at the termination of each offering, the Company hereby removes from registration any and all securities registered but unsold under the Registration Statements, if any, as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities, and the Company hereby terminates the effectiveness of the Registration Statements.
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