Part
I
Omitted
pursuant to the Note to Part 1 of Form S-8.
Part
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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:
The
Registrant’s Annual Report on Form 10-K for the year ended December 31,
2004.
The
Registrant’s Current Reports on Form 8-K filed with the SEC on January 19,
February 24, March 1, March 2 and April 29, 2005.
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 filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and 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 this Registration Statement or in a
document incorporated by reference in this registration statement shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or incorporated by reference
herein or in any subsequently filed document that is also incorporated by
reference in this Registration Statement modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
The
financial statements incorporated by reference to the Annual Report on Form 10-K
of the Registrant for the year ended December 31, 2004, have been so
incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting.
Item
4. Description of Securities.
Not
applicable
Item
5. Interests of Named Experts and Counsel.
Not
applicable
Item
6. Indemnification of Directors and Officers.
Under the
Registrant’s Bylaws, each person who was or is made a party or is threatened to
be made a party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact he is or was a director
or officer of the Registrant, or is or was serving at the request of the
Registrant as a director or officer of another corporation or of a partnership,
joint venture, trust or other enterprise (including employee benefit plans), is
entitled to indemnification and to be held harmless by the Registrant to the
fullest extent permitted by the General Corporation Law of the State of Delaware
(the “DGCL”) against all expense, liabilities and loss (including attorneys'
fees, judgments, fines or penalties and amounts paid in settlement) reasonably
incurred or suffered by such person in connection therewith, including
liabilities arising under the Securities Act of 1933. These indemnification
rights include the right to be paid by the Registrant the expenses incurred in
defending any action, suit or proceeding in advance of its final disposition,
subject to the receipt by the Registrant of an undertaking by or on behalf of
such person to repay all amounts so advanced if it is ultimately determined that
such person is not entitled to be indemnified. These indemnification rights
under the Bylaws are not exclusive of any other indemnification right which any
person may have or acquire under any law, bylaw, agreement, vote of
stockholders, disinterested directors or otherwise.
Under
Section 145 of the DGCL, a corporation may indemnify any person who was or is a
party, or is threatened to be made a party, to any action, suit, or proceeding
by reason of the fact that he is or was a director or officer of such
corporation if such person acted in good faith and in a manner he reasonably
believed to be in and not opposed to the best interest of the corporation and,
with respect to a criminal action or proceeding, such person had no reasonable
cause to believe that his conduct was unlawful, except that, in the case of any
action or suit by or in the right of the corporation (such as a derivative
action), no indemnification is permitted if the person shall be adjudged liable
to the corporation (other than indemnification for such expenses as a court
shall determine such person is fairly and reasonably entitled).
Article
Eleven of the Registrant’s Certificate of Incorporation provides that a director
of the Registrant shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for breach of the director’s duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit.
The
Registrant has in effect liability insurance policies covering certain claims
against any director or officer of the Registrant by reason of certain breaches
of duty, neglect, error, misstatement, omission or other act committed by such
person in his capacity as director or officer.
Item
7. Exemption from Registration Claimed.
Not
applicable
Item
8. Undertakings.
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933,
(ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement,
(iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement;
Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities registered which remain unsold at the termination of the
offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered thereby, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such
issue.
Item
9. Exhibits.
/s/Ralph
J. Adkins Chairman
of the Board of Directors
- - - - -
- - - - - - - - -
Ralph J.
Adkins
/s/
John R. Schimkaitis President,
Chief Executive Officer and Director (principal executive officer)
- - - - -
- - - - - - - - - - - - -
John R.
Schimkaitis
/s/
Michael P. McMasters Senior
Vice President and Chief Financial Officer (principal financial officer
- - - - -
- - - - - - - - - - - - - - - and
principal accounting officer)
Michael
P. McMasters
/s/
Richard Bernstein Director
- - - - -
- - - - - - - - - - - -
Richard
Bernstein
/s/
Thomas J. Bresnan Director
- - - - -
- - - - - - - - - - - -
Thomas J.
Bresnan
/s/
Walter J. Coleman Director
- - - - -
- - - - - - - - - - - -
Walter J.
Coleman
/s/
J. Peter Martin Director
- - - - -
- - - - - - - - -
J. Peter
Martin
/s/
Joseph E. Moore Director
- - - - -
- - - - - - - - - - -
Joseph E.
Moore
/s/
Calvert A. Morgan, Jr. Director
- - - - -
- - - - - - - - - - - - - - -
Calvert
A. Morgan, Jr.
/s/
Rudolph M. Peins, Jr. Director
- - - - -
- - - - - - - - - - - - - -
Rudolph
M. Peins, Jr.
/s/
Robert F. Rider Director
- - - - -
- - - - - - - - - -
Robert F.
Rider
Exhibit
Index
Exhibit
Number |
|
Description |
|
Sequential
Page Number |
|
5.1 |
|
Opinion
of Covington & Burling |
|
9 |
|
23.2 |
|
Consent
of PricewaterhouseCoopers LLP |
|
10 |
|