As filed with the Securities and Exchange Commission on December 28, 2005
Registration No. 333-45354
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 Dr., Suite 400
Houston, Texas 77060
(Address of Principal Executive Offices) (Zip Code)
SWIFT ENERGY COMPANY
1990 STOCK COMPENSATION PLAN
SWIFT ENERGY COMPANY
1190 NONQUALIFIED STOCK OPTION PLAN
SWIFT ENERGY COMPANY
EMPLOYEE SAVINGS 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
EXPLANATORY NOTE
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
This Post-Effective Amendment No. 1 to Registration Statement 333-45354 on
Form S-8 is being filed pursuant to Rule 414 under the Securities Act of 1933,
as amended (the "Securities Act"), to reflect the new holding company
organizational structure of Swift Energy Company (the "Registrant"), effected in
accordance with Article 5.03.H of the Texas Business Corporation Act (the
"TBCA") and the Registrant's status as the successor issuer to Swift Energy
Company as it was constituted prior to the Merger (as defined below).
The holding company organizational structure was effected pursuant to an
Plan and Agreement and Articles of Merger to Form Holding Company (the "Merger
Agreement") among Swift Energy Company as it was constituted prior to the
effectuation of the new holding company structure (the "Predecessor"), the
Registrant, and Swift Energy Operating, LLC, a Texas limited liability company
and a wholly-owned subsidiary of the Registrant ("Operating"). The Merger
Agreement provides for the merger of the Predecessor into Operating, with
Operating continuing as the surviving entity and as a wholly-owned subsidiary of
the Registrant (the "Merger"). The Merger was effective as of 9:00 a.m., local
time in Austin, Texas on December 28, 2005. Prior to the Merger, the Registrant
was a direct, wholly-owned subsidiary of the Predecessor organized for the
purpose of implementing the holding company organizational structure. Pursuant
to Article 5.03.H of the TBCA, shareholder approval of the Merger was not
required. In connection with the Merger, the Registrant's name was changed to
"Swift Energy Company."
By virtue of the Merger, all of the Predecessor's outstanding capital stock
was converted, on a share for share basis, into capital stock of the Registrant.
As a result, each shareholder of the Predecessor became the owner of an
identical number of shares of capital stock of the Registrant. Additionally,
each treasury share of the Predecessor was automatically converted into a
treasury share of the Registrant. Also, each outstanding option to purchase
shares of the Predecessor's common stock was automatically converted into an
option to purchase, upon the same terms and conditions, an identical number of
shares of the Registrant's common stock. Finally, each preferred share purchase
right under the Predecessor's Amended and Restated Rights Agreement was
automatically converted, upon the same terms and conditions, into a preferred
share purchase right for each outstanding share of the Registrant's common stock
held by such holder.
In accordance with Rule 414, the Registrant, as the successor issuer to the
Predecessor, hereby expressly adopts Registration Statement No. 333-45354 on
Form S-8 as its own for all purposes under the Securities Act and the Securities
Exchange Act of 1934, as amended. This Registration Statement pertains to the
Swift Energy Company's 1990 Stock Compensation Plan, 1990 Nonqualified Stock
Option Plan and the Employee Savings Plan, Registration fees were paid at the
time of filing the original Registration Statement.
-2-
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits
The following documents are filed as a part of this registration statement.
Exhibit
Number Document Description
------- --------------------
5 Opinion of Jenkens & Gilchrist, A
Professional Corporation
23.1 Consent of Ernst & Young LLP
23.2 Consent of Jenkens & Gilchrist, A
Professional Corporation (included in
Exhibit 5)
24 Power of Attorney (included on signature
page)
-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 28th day of December, 2005.
SWIFT ENERGY COMPANY
By:/s/ Terry E. Swift
-------------------------------------
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 28, 2005
----------------------------
A. Earl Swift Chairman of the Board
/s/ Terry E. Swift December 28, 2005
---------------------------
Terry E. Swift Chief Executive Officer (Principal
Executive Officer) and Director
/s/ Bruce H. Vincent December 28, 2005
---------------------------
Bruce H. Vincent President and Director
/s/ Alton D. Heckaman, Jr. December 28, 2005
----------------------------
Alton D. Heckaman, Jr. Executive Vice President and Chief
Financial Officer (Principal Financial
Officer)
/s/ David W. Wesson December 28, 2005
----------------------------
David W. Wesson Controller (Principal Accounting Officer)
-4-
December 28, 2005
----------------------------
Deanna L. Cannon Director
/s/ Raymond E. Galvin December 28, 2005
---------------------------
Raymond E. Galvin Director
December 28, 2005
----------------------------
Douglas J. Lanier Director
December 28, 2005
---------------------------
Greg Matiuk Director
December 28, 2005
----------------------------
Henry C. Montgomery Director
/s/ Clyde W. Smith, Jr. December 28, 2005
----------------------------
Clyde W. Smith, Jr. Director
-5-
INDEX TO EXHIBITS
Exhibit No. Document Description
---------------------------- ------------------------------------------------------------------------------
5 Opinion of Jenkens & Gilchrist, A Professional Corporation, regarding legality
23 Consent of Ernst & Young LLP
-6-