As filed with the Securities and Exchange Commission on June 1, 2010
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SWIFT ENERGY COMPANY
(Exact name of registrant as specified in its charter)
Texas (State or other jurisdiction of incorporation or organization) | 20-3940661 (I.R.S. Employer Identification No.) |
16825 Northchase Dr., Suite 400
Houston, Texas 77060
(Address of Principal Executive Offices) (Zip Code)
SWIFT ENERGY COMPANY
FIRST AMENDED AND RESTATED
2005 STOCK COMPENSATION PLAN
Laurent A. Baillargeon
General Counsel
Swift Energy Company
16825 Northchase Dr., Suite 400
Houston, Texas 77060
(Name and address of agent for service)
(281) 874-2700
(Telephone number, including area code, of agent for service)
Copies to:
Donald W. Brodsky Baker & Hostetler, LLP 1000 Louisiana, 20th Floor Houston, Texas 77002 (713) 646-1335 | Christopher M. Abundis Corporate Counsel and Assistant Secretary Swift Energy Company 16825 Northchase Dr., Suite 400 Houston, Texas 77060 (281) 874-2700 |
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 þ | Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be Registered(1)(2) | Proposed Maximum Offering Price per Share(3)(4) | Proposed Maximum Aggregate Offering Price(3)(4) | Amount of Registration Fee(4) |
Common Stock, $.01 par value per share(5) | 2,500,000 shares | $25.85 | $64,625,000 | $2,403.49 |
| (1) | Represents 2,500,000 additional shares issuable under the First Amended and Restated 2005 Stock Compensation Plan (the “Plan”). |
| (2) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), is deemed to include additional shares issuable under the terms of the Plan to prevent dilution resulting from any future stock split, stock dividend or similar transaction. |
(3) Estimated solely for the purpose of calculating the registration fee.
| (4) | Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share of the common stock offered hereunder pursuant to the Plan is based on 2,500,000 shares reserved for issuance under the Plan at a price per share of $25.85, which is the average of the highest and lowest selling price for the shares on the New York Stock Exchange on May 25, 2010. |
| (5) | Each share of common stock is accompanied by a preferred share purchase right pursuant to the Rights Agreement (as amended and restated as of March 31, 1999, and as further amended by Amendment No. 1 and Amendment No. 2 to Rights Agreement dated December 12, 2005 and December 21, 2006, respectively) between Swift Energy Company and American Stock Transfer & Trust Company, as Rights Agent. |
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 (the “Registration Statement”) of Swift Energy Company (the “Company” or the “Registrant”) is being filed pursuant to General Instruction E to Form S-8 under the Securities Act to register 2,500,000 additional shares of the Company’s common stock, $0.01 par value (the “Common Stock”) under the First Amended and Restated Swift Energy Company 2005 Stock Compensation Plan (the “Plan”). This Registration Statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on December 20, 2005 (Registration No. 333-130548), Post-Effective Amendment No. 1 to Form S-8 filed with the Securities and Exchan ge Commission on December 29, 2005 (Registration No. 333-130548), the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on June 7, 2006 (Registration No. 333-134807), the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on December 10, 2007 (Registration No. 333-147969) and the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on December 18, 2008 (Registration No. 333-156290).
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit Number | | Description |
| 5.1* | | Opinion of Counsel |
| 23.1* | | Consent of Ernst & Young LLP |
| 23.2 | | Consent of Counsel (contained in Exhibit 5.1) |
| 24.1 | | Powers of Attorney (contained in the signature pages to this Registration Statement) |
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas, on the 1st day of June, 2010.
| | | | SWIFT ENERGY COMPANY |
| | | | | By: | /s/ Terry E. Swift |
| | | | | | Terry E. Swift Chief Executive Officer and Chairman of the Board |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Terry E. Swift, Bruce H. Vincent and Alton D. Heckaman, Jr., and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person hereby ratifying and confirming that each of said attorneys-in-fact and agents or his substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | | Capacity | | Date |
/s/ Terry E. Swift | | | | |
| Terry E. Swift | | Chief Executive Officer (Principal Executive Officer) and Chairman of the Board | | June 1, 2010 |
/s/ Bruce H. Vincent | | | | |
| Bruce H. Vincent | | President and Director | | June 1, 2010 |
/s/ Alton D. Heckaman, Jr. | | | | |
| Alton D. Heckaman, Jr. | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | June 1, 2010 |
/s/ Barry S. Turcotte | | | | |
| Barry S. Turcotte | | Vice President and Controller (Principal Accounting Officer) | | June 1, 2010 |
| Signature | | Capacity | | Date |
/s/ Deanna L. Cannon | | | | |
Deanna L. Cannon /s/ Douglas J. Lanier | | Director | | June 1, 2010 |
| Douglas J. Lanier | | Director | | June 1, 2010 |
/s/ Greg Matiuk | | | | |
| Greg Matiuk | | Director | | June 1, 2010 |
/s/ Clyde W. Smith, Jr. | | | | |
| Clyde W. Smith, Jr. | | Director | | June 1, 2010 |
/s/ Charles J. Swindells | | | | |
| Charles J. Swindells | | Director | | June 1, 2010 |
INDEX TO EXHIBITS
Exhibit Number | | Description |
| 5.1* | | Opinion of Counsel |
| 23.1* | | Consent of Ernst & Young LLP |
| 23.2 | | Consent of Counsel (contained in Exhibit 5.1) |
| 24.1 | | Powers of Attorney (contained in the signature pages to this Registration Statement) |
* Filed herewith
