S-8 POS 1 forms8_130548.txt S8 AMEND NO. 1 TO 130548 As filed with the Securities and Exchange Commission on December 28, 2005 Registration No. 333-130548 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 2005 STOCK COMPENSATION 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 333-130548 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. 333-130548 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 2005 Stock Compensation 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
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