As filed with the Securities and Exchange Commission on June 7, 2006
Registration No. _________________
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 20-3940661
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16825 Northchase Dr., Suite 400
Houston, Texas 77060
(Address of Principal Executive Offices) (Zip Code)
SWIFT ENERGY COMPANY
2005 STOCK COMPENSATION PLAN
Terry E. Swift
Chairman of the Board and
Chief Executive Officer
Swift Energy Company
16825 Northchase Dr., Suite 400
Houston, Texas 77060
(281) 874-2700
(Name, address and telephone number of
Registrant's executive offices and agent for service)
Copies to:
Karen Bryant
General Counsel-Corporate,
Chief Governance Officer and Secretary
Swift Energy Company
16825 Northchase Dr., Suite 400
Houston, Texas 77060
(281) 874-2700
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of to be Offering Price Aggregate Registration
Securities to be Registered Registered(1)(2) per Share(3)(4) Offering Price(3)(4) Fee(4)
--------------------------------------------- ----------------------- --------------------- ------------------------- --------------
Common Stock, $.01 par value per share(5) 850,000 shares $39.75 $33,787,500 $2,963.88(6)
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(1) Represents 850,000 additional shares issuable under the Swift Energy
Company 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 850,000 shares reserved for issuance under the Plan at a price per share
of $39.75, which is the average of the highest and lowest selling price for
the shares on the New York Stock Exchange on May 31, 2006.
(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 to Rights Agreement
dated December 12, 2005) between Swift Energy Company and American Stock
Transfer & Trust Company, as Rights Agent.
(6) Represents the registration fee for this statement calculated pursuant to
Rule 457 of $3,615.26 less the $651.38 balance held by the Securities and
Exchange Commission (the "SEC"). The balance with the SEC originated from
the registrant overpaying its registration fee by $651.38 in connection
with its Registration Statement on Form S-8 (333-130548) dated December 20,
2005.
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
850,000 additional shares of the Company's common stock, $0.01 par value (the
"Common Stock") under the 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
(Registration No. 333-130548) and Post-Effective Amendment No. 1 to Form S-8
(Registration No. 333-130548) filed with the Securities and Exchange Commission
on December 20 and December 29, 2005, respectively.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Not Applicable.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company 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. The Company's Amended and Restated Bylaws
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. The Company's Restated Articles of Incorporation state that the Company has
the power to indemnify certain persons in such circumstances as are provided in
its Bylaws. The Restated Articles of Incorporation allow the Company to enter
into additional insurance and indemnity arrangements at the discretion of the
Company's Board of Directors. The Company has entered into indemnification
agreements with each of its officers and directors that indemnify the individual
to the fullest extent permitted by law.
Article 1302-7.06(B) 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. The Company's Restated
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 the Company and
its shareholders to the fullest extent permitted by Article 1302-7.06(B)(1-4) of
the Texas Miscellaneous Corporation Laws Act.
II-2
The Company maintains insurance to cover amounts that it may be 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.
5.1 Opinion of Counsel as to the legality of the shares being offered
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
Regiatration Statement)
99.1 Swift Energy Company 2005 Stock Compensation Plan (incorporated
by reference to Exhibit 99.1 filed with the Registrant's
Registration Statement on Form S-8 (Registration No. 333-130548).
Item 9. Undertakings.
Not Applicable.
(Signature Pages Follow)
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 6th day of June, 2006.
SWIFT ENERGY COMPANY
By:/s/ Terry E. Swift
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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 June 6, 2006
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Terry E. Swift Chief Executive Officer (Principal
Executive Officer) and Chairman of the Board
/s/ Bruce H. Vincent June 5, 2006
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Bruce H. Vincent President and Director
/s/ Alton D. Heckaman, Jr. June 6, 2006
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Alton D. Heckaman, Jr. Executive Vice President and Chief Financial
Officer (Principal Financial Officer)
/s/ David W. Wesson June 7, 2006
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David W. Wesson Controller (Principal Accounting Officer)
/s/ Raymond E. Galvin June 2, 2006
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Raymond E. Galvin Vice-Chairman of the Board
/s/ Deanna L. Cannon June 5, 2006
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Deanna L. Cannon Director
/s/ Douglas J. Lanier June 6, 2006
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Douglas J. Lanier Director
June __, 2006
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Greg Matiuk Director
/s/ Henry C. Montgomery June 2, 2006
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Henry C. Montgomery Director
/s/ Clyde W. Smith, Jr. June 2, 2006
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Clyde W. Smith, Jr. Director
/s/ Charles J. Swindells June 5, 2006
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Charles J. Swindells Director
INDEX TO EXHIBITS
Exhibit No. Document Description
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5.1 Opinion of Counsel as to the legality of the shares being offered
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 hereto)
99.1 Swift Energy Company 2005 Stock Compensation Plan (filed with the
Commission as Exhibit 10.1 to our report on Form 8-K filed on May
12, 2005 and incorporated herein by reference).