Edgar Filing: SWIFT ENERGY CO

sfy_s8-03202012.htm

As filed with the Securities and Exchange Commission on March 20, 2012

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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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

Senior 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	1,400,000 shares	$30.73	$43,015,000	$4,929.52

(1)	Represents 1,400,000 additional shares issuable under the First Amended and Restated 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 1,400,000 shares reserved for issuance under the Plan at a price per share of $30.73, which is the average of the highest and lowest selling price for the shares on the New York Stock Exchange on March 13, 2012.

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 1,400,000 additional shares of the Company’s common stock, $0.01 par value per share (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), the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on December 10, 2007 (Registration No. 333-147969), the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on December 18, 2008 (Registration No. 333-156290) and the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on June 1, 2010 (Registration No. 333-167233).

We incorporate by reference (excluding any information furnished pursuant to Items 2.02 or 7.01 of any report on Form 8-K) the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold:

•	Our annual report on Form 10-K for the year ended December 31, 2011, filed February 23, 2012; and

•	Our current report on Form 8-K filed March 5, 2012.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number		Description
5.1*		Opinion of Counsel
23.1*		Consent of Ernst & Young LLP
23.2*		Consent of H.J. Gruy and Associates, Inc.
23.3		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 20th day of March, 2012.

				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	March 20, 2012
/s/ Bruce H. Vincent
Bruce H. Vincent	President and Director	March 15, 2012
/s/ Alton D. Heckaman, Jr.
Alton D. Heckaman, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	March 20, 2012
/s/ Barry S. Turcotte
Barry S. Turcotte	Vice President and Controller (Principal Accounting Officer)	March 20, 2012

Signature	Capacity	Date
/s/ Deanna L. Cannon
Deanna L. Cannon /s/ Douglas J. Lanier	Director	March 16, 2012
Douglas J. Lanier	Director	March 18, 2012
/s/ Greg Matiuk
Greg Matiuk	Director	March 15, 2012
/s/ Clyde W. Smith, Jr.
Clyde W. Smith, Jr.	Director	March 15, 2012
/s/ Charles J. Swindells
Charles J. Swindells	Director	March 17, 2012

INDEX TO EXHIBITS

Exhibit Number		Description
5.1*		Opinion of Counsel
23.1*		Consent of Ernst & Young LLP
23.2*		Consent of H.J. Gruy and Associates, Inc.
23.3		Consent of Counsel (contained in Exhibit 5.1)
24.1		Powers of Attorney (contained in the signature pages to this Registration Statement)

* Filed herewith