0001193125-12-013971.txt : 20120117 0001193125-12-013971.hdr.sgml : 20120116 20120117170153 ACCESSION NUMBER: 0001193125-12-013971 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120117 DATE AS OF CHANGE: 20120117 EFFECTIVENESS DATE: 20120117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE MIDSTREAM PARTNERS LP CENTRAL INDEX KEY: 0001483096 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 800534394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-169338 FILM NUMBER: 12530154 BUSINESS ADDRESS: STREET 1: 900 NW 63RD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: (405) 935-1500 MAIL ADDRESS: STREET 1: 900 NW 63RD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FORMER COMPANY: FORMER CONFORMED NAME: Chesapeake Midstream Partners, L.P. DATE OF NAME CHANGE: 20100202 S-8 POS 1 d284159ds8pos.htm POST EFFECTIVE AMENDMENT NO. 1 TO S-8 Post Effective Amendment No. 1 to S-8

As filed with the Securities and Exchange Commission on January 17, 2012.

Registration No. 333-169338

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CHESAPEAKE MIDSTREAM PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   80-0534394

(State or Other Jurisdiction of

Incorporation or Organization)

  

(I.R.S. Employer

Identification No.)

900 N.W. 63rd Street

Oklahoma City, Oklahoma 73118

(Address of principal executive offices, including zip code)

 

 

CHESAPEAKE MIDSTREAM LONG-TERM INCENTIVE PLAN

(Full Title of the Plan)

 

 

copy to:

 

J. Mike Stice

Chesapeake Midstream Partners, L.P.

900 N.W. 63rd Street

Oklahoma City, Oklahoma 73118

(405) 935-1500

  

Connie S. Stamets, Esq.

Bracewell & Giuliani LLP

1445 Ross Avenue, Suite 3800

Dallas, Texas 75202

(Name, Address and Telephone Number

of Agent for Service)

  

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨    Smaller reporting company   ¨

 

 

 

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to Registration Statement on Form S-8 is being filed by Chesapeake Midstream Partners, L.P. (the “Partnership”) solely to include the consent of its independent registered public accounting firm to the incorporation by reference of its reports on the financial statements appearing in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2010. The consent was inadvertently omitted from such Form 10-K. Other than the addition of the consent as an exhibit to this Post-Effective Amendment No. 1, there is no change to any information contained in the original Registration Statement on Form S-8 (File No. 333-169338) filed with the Securities and Exchange Commission on September 13, 2010.

 

2

Part II

Item 8. Exhibits

Reference is made to the attached Exhibit Index, which is incorporated by reference herein.

 

3

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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Oklahoma City, State of Oklahoma, on January 17, 2012.

 

CHESAPEAKE MIDSTREAM PARTNERS, L.P.

By: Chesapeake Midstream GP, L.L.C., its general partner

By: 

   /s/ David C. Shiels
  Name: David C. Shiels
  Title: Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on January 17, 2012.

 

SIGNATURE

   

TITLE

/s/ J. Mike Stice

    Chief Executive Officer

J. Mike Stice

    (Principal Executive Officer)

/s/ David C. Shiels

    Chief Financial Officer

David C. Shiels

    (Principal Financial Officer and
   Principal Accounting Officer)

*

    Director

David A. Daberko

   

*

    Director

Philip L. Frederickson

   

*

    Director

Matthew C. Harris

   

*

    Director

Sudeen G. Kelly

   

*

    Director

Aubrey K. McClendon

   

/s/ Domenic J. Dell’Osso, Jr.

    Director

Domenic J. Dell’Osso, Jr.

   

*

    Director

William A. Woodburn

   

 

* By: 

    /s/ David C. Shiels   
   David C. Shiels, Attorney-in-Fact   

 

4

EXHIBIT INDEX

 

Exhibit

Number

   

Description

23.1    Consent of PricewaterhouseCoopers LLP
 EX-23.1 2 d284159dex231.htm CONSENT OF PRICEWATERHOUSECOOPERS LLP Consent of PricewaterhouseCoopers LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 of our reports dated March 11, 2011 and April 6, 2010 relating to the financial statements which appear in Chesapeake Midstream Partners, L.P.’s Annual Report on Form 10-K for the year ended December 31, 2010.

 

  /s/ PricewaterhouseCoopers LLP
 

Tulsa, Oklahoma

March 11, 2011