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. F RANK H ARRISON

  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 6 th day of June, 2011.

 

Signature    Title   Date

/ S /    D. F RANK H ARRISON        

   Chairman of the Board and Chief Executive Officer   June 6, 2011
D. Frank Harrison    (Principal Executive Officer)  

/ S /    M ATTHEW S. P ORTER        

   Chief Financial Officer, Secretary and Treasurer   June 6, 2011
Matthew S. Porter    (Principal Financial Officer)  

 

   President  
Mark Dubberstein     

/ S /    Z ACHARY M. G RAVES        

   Executive Vice President – Operations   June 6, 2011
Zachary M. Graves     

/ S /    S TEVEN R. S TARKE        

   Chief Accounting Officer   June 6, 2011
Steven R. Starke     

/ S /    R ICHARD B. H EFFNER        

   Director   June 6, 2011
Richard B. Heffner     

/ S /    W ILLIAM R. S NIPES        

   Director   June 6, 2011
William R. Snipes     

/ S /    G ARY C. H ILL        

   Director   June 6, 2011
Gary C. Hill     

/ S /    D AVID W. H OUSE        

   Director   June 6, 2011
David W. House     
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