As filed with the Securities and Exchange Commission on September 7, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------------------------------------------------
SWIFT ENERGY COMPANY
(Exact name of registrant as specified in its charter)
Texas 74-2073055
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16825 Northchase Drive, Suite 400
Houston, Texas 77060
(Address of principal executive offices) (Zip Code)
SWIFT ENERGY COMPANY
1990 STOCK COMPENSATION PLAN
SWIFT ENERGY COMPANY
1990 NONQUALIFIED STOCK OPTION PLAN
SWIFT ENERGY COMPANY
EMPLOYEE SAVINGS PLAN
(Full title of the plans)
COPIES TO:
A. EARL SWIFT, PRESIDENT DONALD W. BRODSKY, ESQ.
SWIFT ENERGY COMPANY JENKENS & GILCHRIST,
16825 NORTHCHASE DRIVE, SUITE 400 A PROFESSIONAL CORPORATION
HOUSTON, TEXAS 77060 1100 LOUISIANA, SUITE 1800
(713) 874-2700 HOUSTON, TEXAS 77002
(713) 951-3300
(Name, address and telephone number including area code of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER SHARE(3)(4) OFFERING PRICE(3)(4) FEE(3)(4)
--------------------------- ---------------- --------------- -------------------- ------------
Common Stock, $.01 par value per share 1,660,548 shares $7.00-26.41 $21,673,297 $5,722
- -----------------------
(1) Includes (i) 1,214,404 additional shares issuable under the Swift
Energy Company 1990 Stock Compensation Plan (the "Compensation Plan") (ii)
330,000 additional shares issuable under the Swift Energy Company 1990
Nonqualified Stock Option Plan (the "Option Plan") and (iii) 116,144 additional
shares issuable under the Swift Energy Company Employee Savings Plan (the
"401(k) Plan" and, together with the Compensation Plan and the Option Plan, the
"Plans").
(2) Pursuant to Rule 416, this Registration Statement is deemed to
include additional shares issuable under the terms of the Plans 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 1,660,548 shares of common stock offered hereunder pursuant to
the Plans is based on (i) 1,214,404 shares reserved for issuance under the
Compensation Plan and subject to outstanding options at the following exercise
prices: (A) 287,358 shares at $8.1250 per share; (B) 553,724 shares at $9.00 per
share; (C) 3,122 shares at $9.1942; and (D) 370,200 shares at $11.4375; (ii)
330,000 shares reserved for issuance under the Option Plan, 181,235 of which are
not currently subject to outstanding options, at a price of $26.41 per share,
which is the average of the highest and lowest selling price for the shares on
the New York Stock Exchange on August 30, 2000, and 148,765 shares reserved for
issuance under the Option Plan and subject to outstanding options at the
following exercise prices: (A) 20,000 shares at $21.75 per share; (B) 25,000
shares at $12.50 per share; (C) 50,000 shares at $7.00 per share; (D) 25,000
shares at $18.875 per share; (E) 27,500 shares at $23.6364 per share; and (F)
1,265 shares at $15.00 per share; and (iii) 116,144 shares reserved for issuance
pursuant to the 401(k) Plan at a price of $26.41 per share, which is the average
of the highest and lowest selling price for the shares on the new York Stock
Exchange on August 30, 2000.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The registrant hereby incorporates by reference in this Registration
Statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):
(1) the registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;
(2) the registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000 and June 30, 2000;
(3) the description of the common stock of the registrant (the "Common
Stock") set forth in the registrant's Registration Statement on Form 8-A filed
July 24, 1981, and all amendments or reports filed thereafter for the purpose of
updating such description.
All documents filed by the registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Swift Energy Company ("Swift") has the authority under Articles
2.02(A)(16) and 2.02-1 of the Texas Business Corporation Act to indemnify its
directors and officers to the extent provided for in such statute. Swift's
Bylaws, as amended, provide for indemnification of its officers, directors and
employees to the fullest extent permitted by Article 2.02-1 of the Texas
Business Corporation Act. With shareholder approval, Swift amended its Articles
of Incorporation to confirm that Swift has the power to indemnify certain
persons in such circumstances as are provided in its Bylaws. The amendment
allows Swift to enter into additional insurance and indemnity arrangements at
the discretion of Swift's board of directors. Swift has entered into
indemnification agreements with each of its officers and directors which
indemnify the individual to the fullest extent permitted by law.
Article 7.06 of the Texas Miscellaneous Corporation Laws Act provides
that a corporation's articles of incorporation may provide for the elimination
or limitation of a director's liability. Swift's Articles of Incorporation
eliminate the liability of directors to the corporation or its shareholders for
monetary damages for an act or omission in his capacity as a director, with
certain specified exceptions to Swift and its shareholders to the fullest extent
permitted by Article 7.06 of the Texas Miscellaneous Corporation Laws Act.
II-1
Swift maintains insurance which will cover amounts that it is required
to pay officers and directors under the indemnity provisions described above and
coverage for its officers and directors against certain liabilities, including
certain liabilities under the federal securities law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed as a part of this registration
statement.
4.1 Swift Energy Company 1990 Stock Compensation Plan
(Amended and Restated as of May 13, 1997)
4.2 Swift Energy Company 1990 Nonqualified Stock
Option Plan (Amended and Restated as of May 13,
1997)
4.3 Swift Energy Company Employee Savings Plan
(incorporated by reference to Exhibit 4(c) of
Swift Energy Company's Registration Statement on
Form S-3, Registration No. 33-36310)
5.1 Opinion of Jenkens & Gilchrist, a Professional
Corporation, as to the legality of the shares
being offered
23.1 Consent of Arthur Andersen LLP
Consent of Jenkens & Gilchrist, a Professional
23.2 Corporation, (contained in Exhibit 5.1)
24.1 Powers of Attorney (contained in the signature
pages hereto)
ITEM 9. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) that, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-3
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 7th day of September, 2000.
SWIFT ENERGY COMPANY
By: /s/ A. Earl Swift
------------------------------------
A. Earl Swift
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints A. Earl Swift 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/ A. Earl Swift Chairman of the Board of Directors and Chief September 7, 2000
- ------------------------------- Executive Officer (Principal Executive Officer)
A. Earl Swift
/s/ Alton D. Heckaman, Jr. Senior Vice President-Finance, Chief September 7, 2000
- ------------------------------- Financial Officer, and Controller (Principal
Alton D. Heckaman, Jr. Financial and Accounting Officer)
/s/ Virgil N. Swift
- ------------------------------- Vice-Chairman, Director September 5, 2000
Virgil N. Swift
/s/ Terry E. Swift
- ------------------------------- Director September 7, 2000
Terry E. Swift
/s/ G. Robert Evans
- ------------------------------- Director September 1, 2000
G. Robert Evans
/s/ Henry C. Montgomery Director September 7, 2000
- -------------------------------
Henry C. Montgomery
Director September , 2000
- -------------------------------
Clyde W. Smith, Jr.
- ------------------------------- Director September , 2000
Harold J. Withrow
INDEX TO EXHIBITS
Exhibit
Number Document Description
------- ---------------------
4.1 Swift Energy Company 1990 Stock Compensation Plan (Amended
and Restated as of May 13, 1997)
4.2 Swift Energy Company 1990 Nonqualified Stock Option Plan
(Amended and Restated as of May 13, 1997)
4.3 Swift Energy Company Employee Savings Plan (incorporated by
reference to Exhibit 4(c) of Swift Energy Company's
Registration Statement on Form S-3, Registration No.
33-36310)
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation,
as to the legality of the shares being offered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Jenkens & Gilchrist, a Professional Corporation,
(contained in Exhibit 5.1)
24.1 Powers of Attorney (contained in the signature pages hereto)