UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (or Date of Earliest Event Reported): August 4,
2009
SWIFT
ENERGY COMPANY
(Exact
name of Registrant as specified in its charter)
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Texas
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1-8754
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20-3940661
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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16825
Northchase Drive, Suite 400
Houston,
Texas 77060
(Address
of principal executive offices)
(281)
874-2700
(Registrant’s
telephone number)
Not
Applicable
(Former
Name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
1.01. Entry into a Material Definitive
Agreement
On August
4, 2009, Swift Energy Company (the “Company”) entered into an Underwriting
Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities Inc. as
representative of the several underwriters specified in the Underwriting
Agreement, for the public offering of 5,400,000 shares of the Company’s common
stock, par value $.01 per share (the “Common Stock”) for $18.50 per share
($17.58 net of the underwriters’ discounts and commissions). The
underwriters have an over-allotment option to acquire an additional 810,000
shares of Common Stock. After deducting underwriting discounts and
commissions and estimated offering expenses, the Company expects to realize net
proceeds of approximately $94.6 million for the offering, or approximately
$108.8 million if the underwriters exercise in full their over-allotment option
to acquire additional shares.
The
Underwriting Agreement contains customary representations and warranties of the
parties and indemnification and contribution provisions under which the Company
and the underwriters agree to indemnify each other against certain liabilities,
including liabilities under the Securities Act. Also, under the terms
of the Underwriting Agreement, the Company may not issue Common Stock or
securities convertible into Common Stock for a period of 90 days after August 5,
2009, without the prior consent of the. J.P. Morgan Securities Inc.
The
shares of Common Stock are registered under the Securities Act of 1933, as
amended (the “Securities Act”), pursuant to the Company’s shelf registration
statement on Form S-3 (Registration No. 333-159341), and the offering was made
pursuant to a prospectus dated June 26, 2009, as supplemented by a final
prospectus supplement dated August 5, 2009, which was filed with the Securities
and Exchange Commission pursuant to Rule 424(b) of the Securities
Act. The closing of the offering is scheduled for August 10,
2009.
The
foregoing description of the Underwriting Agreement is not complete and is
qualified by reference to the complete document, which is filed as Exhibit 1.1
to this Form 8-K, and is incorporated herein by reference.
Item
9.01. Financial Statements and
Exhibits
(d)
Exhibits.
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Exhibit
Number
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Description
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1.1
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Underwriting
Agreement dated August 4, 2009, between Swift Energy Company and J.P.
Morgan Securities Inc., as representative of the several
underwriters.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: August
6, 2009
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Swift
Energy Company
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By:
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/s/
Bruce H. Vincent
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Bruce
H. Vincent
President
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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1.1
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Underwriting
Agreement dated August 4, 2009, between Swift Energy Company and J.P.
Morgan Securities, as representative of the several
underwriters.
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