As filed with the Securities and Exchange Commission on January 31, 2007.

 

No. 333-125714

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

 

 

POST-EFFECTIVE AMENDMENT NO. 2

TO REGISTRATION STATEMENT ON FORM S-8

UNDER THE SECURITIES ACT OF 1933

 

 

 

 

 

 

 

 

 

 

SOUTHWESTERN ENERGY COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

 

71-0205415

(State or other jurisdiction of incorporation

or organization)

 

(I.R.S. employer identification no.)

 

 

 

 

 

 

2350 N. Sam Houston Parkway East

Suite 300

Houston, Texas 77032

(Address of principal executive offices including zip code)

 

 

 

 

 

Southwestern Energy Company 401(k) Savings Plan

(Full title of the plan)

 

 

 

 

 

Mark K. Boling

2350 N. Sam Houston Parkway East

Suite 300

Houston, Texas 77032

(281) 618-4700

(Name, address and telephone number, including area code, of agent for service)

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

Explanatory Statement

 

This Post-Effective Amendment No. 2 to Form S-8 Registration Statement Under the Securities Act of 1933 (this "Amendment No. 2") is an amendment to the Post-Effective Amendment No. 1 to the Form S-8 Registration Statement Under the Securities Act of 1933 filed by Southwestern Energy Company with the Securities and Exchange Commission on June 30, 2006, Registration No. 333-125714 ("Amendment No. 1"). The purpose of this Amendment No. 2 is to amend and update Part II, Item 8 of Amendment No. 1 to reflect the re-filing of Exhibit 23.2 herewith. This Amendment No. 2 does not otherwise amend or modify Amendment No. 1.

 

PART II

 

Item 8. Exhibits.

 

Exhibit Number

 

Description

 

 

 

4.1

 

401(k) Savings Plan of the Registrant and Related Adoption Agreement dated January 1, 1997 (incorporated herein by reference to Exhibit 4.1 to Southwestern Arkansas’ Registration Statement on Form S-8, File No. 333-125714 (the “S-8 Registration Statement”)).

 

 

 

4.2

 

First Amendment to the 401(k) Savings Plan dated January 1, 1999 (incorporated herein by reference to Exhibit 4.2 to the S-8 Registration Statement).

 

 

 

4.3

 

Required Minimum Distribution Addendum to 401(k) Savings Plan of the Registrant dated December 31, 2002 (incorporated herein by reference to Exhibit 4.3 to the S-8 Registration Statement).

 

 

 

4.4

 

Second Amendment to the 401(k) Savings Plan dated March 28, 2005 (incorporated herein by reference to Exhibit 4.4 to the S-8 Registration Statement).

 

 

 

5.1

 

Opinion of Cleary Gottlieb Steen and Hamilton LLP (incorporated by reference to Exhibit 5.1 to Amendment No. 1 filed on June 30, 2006).

 

 

 

5.2

 

Internal Revenue Service determination letter relating to the 401(k) Savings Plan (incorporated herein by reference to Exhibit 5.2 to the S-8 Registration Statement).

 

 

 

23.1

 

Consent of PricewaterhouseCoopers LLP (incorporated by reference to Exhibit 23.1 to Amendment No. 1 filed on June 30, 2006).

 

 

 

23.2

 

Consent of Netherland, Sewell & Associates, Inc.

 

 

 

23.3

 

Consent of Cleary Gottlieb Steen and Hamilton LLP (contained in the opinion included as Exhibit 5.1 to Amendment No. 1 filed on June 30, 2006).

 

 

 

24

 

Power of Attorney (incorporated by reference to Exhibit 24 to Amendment No. 1 filed on June 30, 2006).

 

 

2

 

 

 


 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on the 31st day of January, 2007.

 

 

SOUTHWESTERN ENERGY COMPANY

 

 

 
    By: /s/ Mark K. Boling

 

 

Mark K. Boling

 

 

Executive Vice President, General Counsel and Secretary

 

 

 

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on January 31, 2007:

 

Signature

 

 

Title

 

 

 

 

 

/s/ HAROLD M. KORELL*

 

Chairman, President, Chief Executive

 

Harold M. Korell

 

Officer and Director

 

 

 

(Principal Executive Officer)

 

 

 

 

 

/s/ GREG D. KERLEY *

 

Executive Vice President and

 

Greg D. Kerley

 

Chief Financial Officer

 

 

 

(Principal Financial Officer)

 

 

 

 

 

/s/ STANLEY T. WILSON*

 

Controller and Chief Accounting

 

Stanley T. Wilson

 

Officer (Principal Accounting Officer)

 

 

 

 

 

/s/ LEWIS E. EPLEY, JR.*

 

Director

 

Lewis E. Epley, Jr.

 

 

 

 

 

 

 

/s/ ROBERT L. HOWARD*

 

Director

 

Robert L. Howard

 

 

 

 

 

 

 

/s/ VELLO A. KUUSKRAA*

 

Director

 

Vello A. Kuuskraa

 

 

 

 

 

 

 

/s/ KENNETH R. MOURTON*

 

Director

 

Kenneth R. Mourton

 

 

 

 

 

 

 

/s/ CHARLES E. SCHARLAU*

 

Director

 

Charles E. Scharlau

 

 

 

*Executed by attorney-in-fact pursuant to power of attorney granted June 30, 2006.

 

 

 

 
    By: /s/ Mark K. Boling

 

 

Mark K. Boling

 

 

Executive Vice President, General Counsel and Secretary

 

 

 

 

 

 

 

 

 

 


 

 

EXHIBIT INDEX

Exhibit No.

Description

Method of Filing

 

4.1

401(k) Savings Plan of the Registrant and Related Adoption Agreement dated January 1, 1997 (incorporated herein by reference to Exhibit 4.1 to the S-8 Registration Statement).

Incorporated by reference

 

4.2

First Amendment to the 401(k) Savings Plan dated January 1, 1999 (incorporated herein by reference to Exhibit 4.2 to the S-8 Registration Statement).

Incorporated by reference

 

4.3

Required Minimum Distribution Addendum to 401(k) Savings Plan of the Registrant dated December 31, 2002 (incorporated herein by reference to Exhibit 4.3 to the S-8 Registration Statement).

Incorporated by reference

 

4.4

Second Amendment to the 401(k) Savings Plan dated March 28, 2005 (incorporated herein by reference to Exhibit 4.4 to the S-8 Registration Statement).

Incorporated by reference

 

5.1

Opinion of Cleary Gottlieb Steen and Hamilton LLP (incorporated by reference to Exhibit 5.1 to Amendment No. 1 filed on June 30, 2006).

Incorporated by reference

 

5.2

Internal Revenue Service determination letter relating to the 401(k) Savings Plan (incorporated herein by reference to Exhibit 5.2 to the S-8 Registration Statement).

Incorporated by reference

 

23.1

Consent of PricewaterhouseCoopers LLP (incorporated by reference to Exhibit 23.1 to Amendment No. 1 filed on June 30, 2006).

Incorporated by reference

 

23.2

Consent of Netherland, Sewell & Associates, Inc.

Filed herewith

 

23.3

Consent of Cleary Gottlieb Steen and Hamilton LLP (contained in the opinion included as Exhibit 5.1 to Amendment No. 1 filed on June 30, 2006).

Incorporated by reference

 

 

 

 

 

 

 

 

 


 

 

 

24

Power of Attorney (incorporated by reference to Exhibit 24 to Amendment No. 1 filed on June 30, 2006).

Incorporated by reference