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): September 12, 2008
Chesapeake Utilities
Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-11590
|
51-0064146
|
(State
or other jurisdiction of
|
(Commission
|
|
incorporation
or organization)
|
File
Number)
|
|
909 Silver Lake Boulevard,
Dover, Delaware 19904
(Address
of principal executive offices, including Zip Code)
(302)
734-6799
(Registrant's
Telephone Number, including Area Code)
_______________________________________________________________
(Former
name, former address and former fiscal year, if changed since last
report.)
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))
Item
3.03. Material Modification to Rights of Security Holders.
On
September 12, 2008, Chesapeake Utilities Corporation (the “Company”) and
Computershare Trust Company, N.A., as successor rights agent to BankBoston, N.A.
(the “Rights Agent”), amended the Company’s Rights Agreement dated August 20,
1999 (the “Agreement”). The Agreement governs the rights of the Company’s
stockholders to purchase from the Company one-fiftieth of a share of Series A
Participating Cumulative Preferred Stock, par value $.01 per share
(collectively, the “Preferred Shares”) of the Company for each share of the
Company’s common stock, par value $0.4867, owned by the stockholders (each right
to purchase one-fiftieth of a Preferred Share, a “Right” and all such rights,
collectively, the “Rights”). Pursuant to the First Amendment to Rights Agreement
(the “Amendment”), each Right may be exercised at a purchase price of $105 per
share (the “Exercise Price”), subject to adjustment as provided in the
Agreement. The Rights are not exercisable until the Distribution Date (as
defined in the Agreement) and, pursuant to the Amendment, will expire at the
close of business on August 20, 2019, unless earlier redeemed by the Company as
described in the Agreement.
Other
than extending the expiration date of the Rights from August 20, 2009 to August
20, 2019 and increasing the Exercise Price from $54.56 to $105, the Amendment
did not modify any other material terms or conditions of the Agreement. A copy
of the Amendment is included as Exhibit 4.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
Exhibit
4.1 — First Amendment to Rights Agreement, dated September 12,
2008.
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
Utilities Corporation
/s/
Michael P. McMasters
——————————————
Michael
P. McMasters
Senior
Vice President and Chief Financial Officer
Date:
September 12, 2008