CHESAPEAKE UTILITIES CORP — Capital/Financing Update 2000

Jan 6, 2000

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)

(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

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