-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NMkmLzw8B/YK9PU0vORhHzZgPLxF0/ZmntonGbFq+r0gzTnhJUkPZMIMohVaqyGh mcuFjnRPosgTnYFh+PU0ew== 0000950123-09-058460.txt : 20091105 0000950123-09-058460.hdr.sgml : 20091105 20091105164502 ACCESSION NUMBER: 0000950123-09-058460 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091104 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20091105 DATE AS OF CHANGE: 20091105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE UTILITIES CORP CENTRAL INDEX KEY: 0000019745 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 510064146 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11590 FILM NUMBER: 091161686 BUSINESS ADDRESS: STREET 1: 909 SILVER LAKE BLVD STREET 2: PO BOX 615 CITY: DOVER STATE: DE ZIP: 19903-0615 BUSINESS PHONE: 3027346799 MAIL ADDRESS: STREET 1: 909 SILVER LAKE BLVD CITY: DOVER STATE: DE ZIP: 19904 8-K/A 1 y80259e8vkza.htm FORM 8-K/A e8vkza
 
 
United States
Securities and Exchange Commission
Washington, D.C. 20549
 
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2009
Chesapeake Utilities Corporation
 
(Exact name of registrant as specified in its charter)
         
Delaware   001-11590   51-0064146
 
(State or other jurisdiction of
incorporation or organization) 		  (Commission
File Number) 		  (I.R.S. Employer
Identification No.)
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):
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Explanatory Note:
The Registrant filed a Current Report on Form 8-K, dated October 29, 2009, to disclose: i) the completion of its previously announced merger with Florida Public Utilities Company, and ii) the appointment of two directors to Chesapeake Utilities Corporation’s Board of Directors. This amendment to the Current Report on Form 8-K provides subsequent information relating to director classes, independence determinations, and committee appointments.
Item 5.02. Election of Directors.
(d) On October 29, 2009, Chesapeake Utilities Corporation (“Chesapeake”) filed a Current Report on Form 8-K announcing that it had: i) completed its merger with Florida Public Utilities Company, a Florida corporation (“Florida Public Utilities”), effective October 28, 2009, and ii) appointed Paul L. Maddock, Jr. and Dennis S. Hudson, III, both former directors of Florida Public Utilities, to the Chesapeake Board of Directors, as a result and by virtue of the merger, effective on October 28, 2009.
On November 4, 2009, the Chesapeake Board of Directors designated Mr. Hudson as a Class I director. The Board also appointed Mr. Hudson to the Audit Committee, determining him to be an “audit committee financial expert,” as defined in regulations promulgated by the Securities and Exchange Commission, based on his experience and knowledge. Concurrently with Mr. Hudson’s appointment, Ralph J. Adkins will no longer serve as a member of the Audit Committee.
Additionally, the Chesapeake Board of Directors designated Mr. Maddock as a Class II director and appointed him to the Corporate Governance Committee.
The Board of Directors has determined that each of Mr. Hudson and Mr. Maddock is an “independent director” as defined in the New York Stock Exchange listing standards.

 

 

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/ Beth W. Cooper      
Beth W. Cooper      
Senior Vice President and Chief Financial Officer     
 
November 5, 2009

 

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