s-8_2005plan12172008.htm
 Registration No. _____________
As filed with the Securities and Exchange Commission on December 18, 2008

 
UNITED STATES
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
(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
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)
 
800,000 shares
 
$18.54
 
$14,832,000
 
$582.90

(1)
Represents 800,000 additional shares issuable under the First Amended and Restated 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 800,000 shares reserved for issuance under the Plan at a price per share of $18.54, which is the average of the highest and lowest selling price for the shares on the New York Stock Exchange on December 12, 2008.
(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 800,000 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 Exchange 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) and the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on December 10, 2007 (Registration No. 333-147969).


PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 8.  Exhibits.

Exhibit
Number
  
Description
5.1*
  
Opinion of Counsel
10.1
  
Swift Energy Company First Amended and Restated 2005 Stock Compensation Plan (incorporated herein by reference as Exhibit 10-1 to Swift Energy Company’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2008)
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 17th day of December, 2008.

     
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
  
December 17, 2008
 
 
/s/ Bruce H. Vincent
        
Bruce H. Vincent
  
President and Director
  
December 17, 2008
 
 
/s/ Alton D. Heckaman, Jr.
        
Alton D. Heckaman, Jr.
  
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
  
December 17, 2008
 
 
/s/ David W. Wesson
        
David W. Wesson
  
Controller (Principal Accounting Officer)
  
December 17, 2008

 
 
 


Signature
  
Capacity
  
Date
 
 
/s/ Raymond E. Galvin
        
Raymond E. Galvin
  
Vice-Chairman of the Board
  
December 17, 2008
 
 
/s/ Deanna L. Cannon
        
Deanna L. Cannon
  
Director
  
December 17, 2008
 
 
/s/ Douglas J. Lanier
        
Douglas J. Lanier
  
Director
  
December 17, 2008
 
 
/s/ Greg Matiuk
        
Greg Matiuk
  
Director
  
December 17, 2008
 
 
/s/ Henry C. Montgomery
        
Henry C. Montgomery
  
Director
  
December 17, 2008
 
 
/s/ Clyde W. Smith, Jr.
        
Clyde W. Smith, Jr.
  
Director
  
December 17, 2008
 
 
/s/ Charles J. Swindells
        
Charles J. Swindells
  
Director
  
December 17, 2008






 
 
 

 
INDEX TO EXHIBITS

Exhibit
Number
  
Description
5.1*
  
Opinion of Counsel
10.1
  
Swift Energy Company First Amended and Restated 2005 Stock Compensation Plan (incorporated herein by reference as Exhibit 10-1 to Swift Energy Company’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2008)
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