As filed with the Securities and Exchange Commission on June 6, 2011
Registration No. 333-136874
Registration No. 333-171462
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-136874
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-171462
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BRONCO DRILLING COMPANY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1381 | 20-2902156 | ||
| (State of Incorporation) | (Primary Standard Industrial Classification Code Number) | (IRS Employer Identification No.) | ||
16217 North May Avenue Edmond, Oklahoma | 73013 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Bronco Drilling Company, Inc. 2006 Stock Incentive Plan
(Full title of each Plan)
D. Frank Harrison
Chairman of the Board and
Chief Executive Officer
Bronco Drilling Company, Inc.
16217 North May Avenue
Edmond, Oklahoma 73013
(405) 242-4444
(Name, address and telephone number of agent for service)
Copy to:
William T. Heller IV
Thompson & Knight LLP
333 Clay Street, Suite 3300
Houston, Texas 77002
(713) 654-8111
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 Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
These post-effective amendments relate to the following Registration Statements of Bronco Drilling Company, Inc. (the “Company”) on Form S-8 (collectively, the “Registration Statements”):
| • | Registration Statement No. 333-136874, registering 2,500,000 shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”), issuable under the Company’s 2005 Stock Incentive Plan and 2006 Stock Incentive Plan; and |
| • | Registration Statement No. 333-171462, registering 2,500,000 shares of Company Common Stock issuable under the Company’s 2006 Stock Incentive Plan. |
On June 6, 2011, pursuant to that certain Agreement and Plan of Merger, dated as of April 14, 2011 and amended as of May 17, 2011 (as so amended, the “Merger Agreement”), by and among the Company, Chesapeake Energy Corporation, an Oklahoma corporation (“Parent”), and Nomac Acquisition, Inc., a Delaware corporation (“Merger Sub”), Merger Sub was merged with and into the Company, with the Company surviving as an indirect wholly owned subsidiary of Parent. As a result of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statements.
Accordingly, the Company hereby terminates the effectiveness of the Registration Statements and, by means of the post-effective amendments, removes from registration any and all securities of the Company that had been registered for issuance but remain unsold under the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 these post-effective amendments to registration statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Edmond, Oklahoma, on the 6th day of June, 2011.
| BRONCO DRILLING COMPANY, INC. | ||
| By: | /S/ D. FRANK HARRISON | |
| D. Frank Harrison | ||
| Chairman of the Board and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, these post-effective amendments to registration statements on Form S-8 have been signed by the following persons in the capacities indicated below on the 6th day of June, 2011.
| Signature | Title | Date | ||
/S/ D. FRANK HARRISON | Chairman of the Board and Chief Executive Officer | June 6, 2011 | ||
| D. Frank Harrison | (Principal Executive Officer) | |||
/S/ MATTHEW S. PORTER | Chief Financial Officer, Secretary and Treasurer | June 6, 2011 | ||
| Matthew S. Porter | (Principal Financial Officer) | |||
| President | |||
| Mark Dubberstein | ||||
/S/ ZACHARY M. GRAVES | Executive Vice President – Operations | June 6, 2011 | ||
| Zachary M. Graves | ||||
/S/ STEVEN R. STARKE | Chief Accounting Officer | June 6, 2011 | ||
| Steven R. Starke | ||||
/S/ RICHARD B. HEFFNER | Director | June 6, 2011 | ||
| Richard B. Heffner | ||||
/S/ WILLIAM R. SNIPES | Director | June 6, 2011 | ||
| William R. Snipes | ||||
/S/ GARY C. HILL | Director | June 6, 2011 | ||
| Gary C. Hill | ||||
/S/ DAVID W. HOUSE | Director | June 6, 2011 | ||
| David W. House | ||||
