As filed with the Securities and Exchange Commission on January 20, 2004
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 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
2001 OMNIBUS STOCK COMPENSATION PLAN
SWIFT ENERGY COMPANY
EMPLOYEES SAVINGS PLAN
(Full title of the plans)
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 Governance
Swift Energy Company
16825 Northchase Dr., Suite 400
Houston, Texas 77060
(281) 874-2700
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of to be Offering Price Aggregate Registration
Securities to be Registered Registered(1)(2) per Share(3)(4) Offering Price(3)(4) Fee(4)
--------------------------------------------- ----------------------- --------------------- ------------------------- --------------
Common Stock, $.01 par value per share(5) 650,000 shares $18.36 $11,934,000 $-0-(6)
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(1) Covers 500,000 additional shares issuable under the Swift Energy Company
2001 Omnibus Stock Compensation Plan and 150,000 additional shares issuable
under the Swift Energy Company 401(k) Plan (collectively, the "Plans.")
(2) Pursuant to Rule 416, this Registration Statement is deemed to include
additional shares issuable under the terms of the Plans 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 Plans is based on 650,000
shares reserved for issuance under the Plans at a price per share of $18.36,
which is the average of the highest and lowest selling price for the shares on
the New York Stock Exchange on January 12, 2004.
(5) Each share of common stock is accompanied by a preferred share purchase
right pursuant to the Rights Agreement (as Amended and Restated as of March 31,
1999) between Swift Energy Company and American Stock Transfer & Trust Company,
as Rights Agent.
(6) The registrant paid a registration fee of $56,642 in connection with its
Registration Statement on Form S-3 (Reg. No. 333-64692) covering $350,000,000
that was filed with the Securities and Exchange Commission on July 6, 2001, of
which $118,518,750 of unsold securities remains. As calculated pursuant to Rule
457(o) at the statutory rate of $80.90 per $1,000,000 of securities registered,
and pursuant to Rule 457(p), $965 of the unused $29,630 registration fee paid
for the earlier registration statement is being used to offset the $965
registration fee due for this registration statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant hereby incorporates by reference in this registration
statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):
1. the registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002;
2. the registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30, and September 30, 2003;
3. the description of the common stock of the registrant (the "Common
Stock") set forth in the registrant's Registration Statement on Form
8-A filed July 24, 1981, and all amendments or reports filed
thereafter for the purpose of updating such description;
4. the description of the preferred share purchase rights of the
registrant contained in our registration statement on Form 8-A filed
on August 11, 1997, as amended on April 7, 1999, including any
amendment or report filed before or after the date of this prospectus
for the purpose of updating the description; and
5. the registrant's Current Reports on Form 8-K dated May 7, August 6,
and November 5, 2003.
All documents filed by the registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Swift Energy Company ("Swift") has the authority under Articles 2.02(A)(16)
and 2.02-1 of the Texas Business Corporation Act to indemnify its directors and
officers to the extent provided for in such statute. Swift's Bylaws, as amended,
provide for indemnification of its officers, directors and employees to the
fullest extent permitted by Article 2.02-1 of the Texas Business Corporation
Act. With shareholder approval, Swift amended its Articles of Incorporation to
confirm that Swift has the power to indemnify certain persons in such
circumstances as are provided in its Bylaws. The amendment allows Swift to enter
into additional insurance and indemnity arrangements at the discretion of
Swift's board of directors. Swift has entered into indemnification agreements
with each of its officers and directors that indemnify the individual to the
fullest extent permitted by law.
Article 7.06 of the Texas Miscellaneous Corporation Laws Act provides that
a corporation's articles of incorporation may provide for the elimination or
limitation of a director's liability. Swift's Articles of Incorporation
eliminate the liability of directors to the corporation or its shareholders for
monetary damages for an act or omission in his capacity as a director, with
certain specified exceptions to Swift and its shareholders to the fullest extent
permitted by Article 7.06 of the Texas Miscellaneous Corporation Laws Act.
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Swift maintains insurance to cover amounts that it may be required to pay
officers and directors under the indemnity provisions described above and
coverage for its officers and directors against certain liabilities, including
certain liabilities under the federal securities law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following documents are filed as a part of this registration statement.
4.1 Swift Energy Company 2001 Omnibus Stock Compensation Plan
(incorporated by reference to the Company's Form S-8,
Registration No. 333-67242, filed August 10, 2001)
5.1 Opinion of Counsel as to the legality of the shares being offered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Powers of Attorney (contained in the signature pages hereto)
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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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 January, 2004.
SWIFT ENERGY COMPANY
By:/s/ Terry E. Swift
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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 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 January 16, 2004
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A. Earl Swift Chairman of the Board
/s/ Terry E. Swift January 20, 2004
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Terry E. Swift President, Chief Executive Officer (Principal
Executive Officer) and Director
/s/ Alton D. Heckaman, Jr. January 19, 2004
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Alton D. Heckaman, Jr. Senior Vice President-Finance, Chief
Financial Officer (Principal Financial
Officer)
/s/ David W. Wesson January 19, 2004
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David W. Wesson Controller (Principal Accounting Officer)
/s/ Virgil N. Swift January 19, 2004
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Virgil N. Swift Director
/s/ G. Robert Evans January 16, 2004
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G. Robert Evans Director
/s/ Raymond E. Galvin January 16, 2004
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Raymond E. Galvin Director
/s/ Greg Matiuk January 19, 2004
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Greg Matiuk Director
January ____, 2004
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Henry C. Montgomery Director
January ____, 2004
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Clyde W. Smith, Jr. Director
/s/ Harold J. Withrow January 19, 2004
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Harold J. Withrow Director
INDEX TO EXHIBITS
Exhibit No. Document Description
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4.1 Swift Energy Company 2001 Omnibus Stock Compensation Plan (incorporated by
reference to the Company's Form S-8, Registration No. 333-67242, filed
August 10, 2001)
5.1 Opinion of Counsel as to the legality of the shares being offered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Powers of Attorney (contained in the signature pages hereto)