As filed with the Securities and Exchange Commission on December 20, 2005
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 74-2073055
(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
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
===================================================================================================================================
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) 900,000 shares $46.05 $41,445,000 $4,325.45(6)
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(1) Covers 900,000 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"), this Registration Statement 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 900,000 shares reserved for issuance under the Plan at a price per share
of $46.05, which is the average of the highest and lowest selling price for
the shares on the New York Stock Exchange on December 16, 2005.
(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) between Swift Energy Company and American Stock Transfer & Trust
Company, as Rights Agent.
(6) The registrant paid a registration fee of $56,642 in connection with its
Registration Statement on Form S-3 (Reg. No. 333-64692) covering
$350,000,000 that was filed with the Securities and Exchange Commission on
July 6, 2001, and $965 of the unused $29,630 prior registration fee was
used for Registration Statement on Form S-8 (Reg. No. 333-112042) dated
January 20, 2004, and $28,315 of the unused $29,630 prior registration fee
was used for Registration Statement on Form S-3 (Reg. No. 333-112041) dated
January 20, 2004, of which $200,000,000 of unsold securities remains. As
calculated pursuant to Rule 457(o) at the statutory rate of $117.70 per
$1,000,000 of securities registered, and pursuant to Rule 457(p), $552.62
which includes $350 of the unused $29,630 registration fee paid for the
earlier registration statement and $202.62 balance held by the SEC is being
used to partially offset the $4,878.07 registration fee due for this
registration statement.
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, 2004;
2. the registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30, and September 30, 2005;
3. the description of the common stock of the registrant (the "Common
Stock") set forth in the registrant's Registration Statement on Form
S-3 filed January 21, 2004, (Reg. No. 333-112041), as amended on April
16, 2004, and all amendments or reports filed thereafter for the
purpose of updating such description;
4. the description of the preferred share purchase rights of the
registrant contained in our registration statement on Form S-3 filed
on January 21, 2004, (Registration No. 333-112041), as amended on
April 16, 2004; and all amendments or reports filed thereafter for the
purpose of updating such description; and
5. the registrant's Current Reports on Form 8-K filed November 9, August
29, August 3, May 12, May 9, February 17 and November 1, 2005.
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 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. 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 1302-7.06(B)(1-4) of the Texas Miscellaneous
Corporation Laws Act.
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Swift 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.
The following documents are filed as a part of this registration statement.
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 by reference)
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 of 1933, 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.
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.
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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 15th day of December, 2005.
SWIFT ENERGY COMPANY
By:/s/ Terry E. Swift
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Terry E. Swift
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN 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/ A. Earl Swift December 15, 2005
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A. Earl Swift Chairman of the Board
/s/ Terry E. Swift December 15, 2005
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Terry E. Swift Chief Executive Officer (Principal
Executive Officer) and Director
/s/ Bruce H. Vincent December 15, 2005
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Bruce H. Vincent President and Director
/s/ Alton D. Heckaman, Jr. December 15, 2005
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Alton D. Heckaman, Jr. Executive Vice President-Finance, Chief
Financial Officer (Principal Financial
Officer)
/s/ David W. Wesson December 15, 2005
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David W. Wesson Controller (Principal Accounting Officer)
/s/ Deanna L. Cannon December 15, 2005
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Deanna L. Cnanon Director
/s/ Raymond E. Galvin December 15, 2005
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Raymond E. Galvin Director
/s/ Douglas J. Lanier December 15, 2005
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Douglas J. Lanier Director
/s/ Greg Matiuk December 15, 2005
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Greg Matiuk Director
/s/ Henry C. Montgomery December 15, 2005
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Henry C. Montgomery Director
/s/ Clyde W. Smith, Jr. December 15, 2005
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Clyde W. Smith, Jr. 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).