United States
Securities and Exchange C ommission
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
(I.R.S. Employer
incorporation or organization)
File Number)
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):

[ ] 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
 
Exhibit 4.1

First Amendment to Rights Agreement

This First Amendment to Rights Agreement is made and entered into this 12th day of September, 2008 (the “Amendment”), by and between Chesapeake Utilities Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as successor rights agent to BankBoston, N.A. (the “Rights Agent”).

Recitals:

WHEREAS, the Company and the Rights Agent executed that certain Rights Agreement dated as of August 20, 1999 (the “Original Agreement”) pursuant to which the Company’s stockholders were granted certain rights to acquire shares of the Company’s Series  A  Participating Cumulative  Preferred  Stock, par value $.01 per share (collectively, the "Preferred Stock") under the circumstances and in accordance with the terms and conditions set forth in the Original Agreement; and

WHEREAS, the Company and the Rights Agent desire to amend certain terms and conditions of the Original Agreement as set forth herein.

NOW THEREFORE, in accordance with the terms of the Original Agreement, the parties hereby agree as follows:

1.               Amendments to Original Agreement.

(a)              Section 2 of the Original Agreement is hereby amended by deleting the following language in its entirety: “and the holders of the Rights (who in accordance with Section 3 hereof, shall prior to the Distribution Date also be the holders of Common Shares)”.

(b)              Section 7(a) of the Original Agreement is hereby amended by changing the Final Expiration Date, as defined therein, to August 20, 2019.

(c)              Section 7(b) of the Original Agreement is hereby amended by changing the price therein from $54.56 to $105.

(d)              Section 21 of the Original Agreement is hereby amended by deleting the following language in its entirety:

“Any successor Rights Agent, whether appointed by the Corporation or by such a court,  shall be a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having an office in the State of New York which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its  appointment as Rights Agent a combined capital and surplus of at least $100,000,000.”

and replacing it with the following:

“Any successor Rights Agent, whether appointed by the Corporation or by such a court,  shall be a corporation or trust company organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having an office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent, either individually or combined with an Affiliate, a combined capital and surplus of at least $100,000,000.”

(e)              Section 26 of the Original Agreement is hereby amended by deleting the Rights Agent address information in its entirety and replacing it with the following:

“Computershare Trust Company, N.A.
250 Royall Street
Canton, MA  02021
Attention: Client Services”

(f)              The Original Agreement is hereby amended by inserting the following new Section 35:

“Section 35. Force Majeure .  Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.”

2.            Counterparts .  This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.

3.            Governing Law .  THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF DELAWARE AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE OF DELAWARE APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE.

4.            Successors and Assigns .  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

5.            No Other Modification .  Except to the extent specifically provided to the contrary in this Amendment, all terms and conditions of the Original Agreement shall remain in full force and effect, without modification or limitation.  In the event of any conflict or inconsistency between the Original Agreement and this Amendment, this Amendment will control and supersede to the extent of such conflict or inconsistency.
 
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

CHESAPEAKE UTILITIES CORPORATION

By:  /s/ Beth W. Cooper
————————————
Beth W. Cooper
Vice President, Corporate Secretary and Treasurer




COMPUTERSHARE TRUST COMPANY, N.A,
as Rights Agent

By:  /s/ Katherine Anderson
——————————————
Katherine Anderson
Managing Director