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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): November 15, 2006
Chesapeake Utilities Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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001-11590
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51-0064146 |
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| (State or other jurisdiction of
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(Commission
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(I.R.S. Employer |
| incorporation or organization)
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File Number)
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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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On November 15, 2006, Chesapeake Utilities Corporation (the “Company”) entered into an Underwriting
Agreement with Robert W. Baird & Co. Incorporated, and A.G. Edwards (collectively, the
“Underwriters”), relating to the sale and issuance of 600,300 shares of the Company’s common stock,
par value $0.4867 per share (the “Shares”). The Shares are registered under the Securities Act of
1933, as amended (the “Securities Act”), pursuant to the shelf registration statement (Registration
No. 333-135602) of the Company. A Prospectus Supplement, dated
November 15, 2006, was filed with
the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act.
The
Company also granted to the Underwriters a 30-day option to purchase up to an additional 90,045
Shares at the public offering price less underwriter discounts and
commissions. The Underwriters
may exercise this option only to cover over-allotments made in connection with the sale of the
Shares offered by the Prospectus Supplement.
The offering is expected to close on November 21, 2006. The net proceeds to the Company, before
expenses and after deducting underwriting discounts, are expected to be approximately $17.4 million
without exercise of the over-allotment option.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1.
Item 8.01. Other Events.
On November 16, 2006, the Company issued a Press Release announcing the pricing of the offering. A
copy of the Press Release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
Exhibit 1.1 — Underwriting Agreement dated November 15, 2006 by and between the Company and the
Underwriters
Exhibit 99.1 — Press Release of Chesapeake Utilities Corporation, dated November 16, 2006 relating
to the offering of the Shares
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.
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Chesapeake Utilities Corporation |
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Michael P. McMasters |
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| Senior Vice President and Chief Financial Officer |
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Date: November 16, 2006 |
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