sfy_8k-04072009.htm
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): April 7,
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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
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On April
1, 2009, Swift Energy Company amended its First Amended and Restated 2005 Stock
Compensation Plan (the “Plan”) solely to modify the definition of Change of
Control in Section 13(b) of the Plan to reflect the original intent of the Plan
that an event or transaction actually consummate for a Change of Control to
occur, rather than such event or transaction merely being initiated or
approved. The revised applicable section of the Plan
states:
“(b) A
“Change of Control” shall be deemed to have occurred upon the occurrence of any
one (or more) of the following events, other than a transaction with another
person controlled by the Company or its officers or directors, or a benefit plan
or trust established by the Company for its employees:
(i) Any
person or group, as defined in Section 13(d)(3) of the Exchange Act, becoming
the beneficial owner of shares of the Company with respect to which 40% or more
of the total number of votes for the election of the Board may be
cast;
(ii) As a
result of, or in connection with, any cash tender offer, exchange offer, merger
or other business combination, sale of assets, or contested election, or
combination of the above, persons who were directors of the Company immediately
prior to such event cease to constitute a majority of the Board; or
(iii) The
Company either ceases to be an independent publicly owned corporation or sells
or otherwise disposes of all or substantially all the assets of the
Company.”
A copy of
the amendment is filed herewith as Exhibit 10 hereto.
Item
9.01. Financial Statements and
Exhibits
(d)
Exhibit.
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Exhibit
Number
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Description
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10
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Amendment
No. 1 to the Swift Energy Company First Amended and Restated 2005
Stock Compensation Plan effective April 1, 2009.
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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: April
7, 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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10
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Amendment
No. 1 to the Swift Energy Company First Amended and Restated 2005
Stock Compensation Plan effective April 1, 2009.
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