As filed with the Securities and Exchange Commission on December 28, 2005
Registration Statement No. 333-12831
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SWIFT ENERGY COMPANY
(Exact name of Registrant as specified in its charter)
Texas 74-2073055
(State of Incorporation) (I.R.S. Employer Identification No.)
16825 Northchase Dr., Suite 400
Houston, Texas 77060
(Address of Principal Executive Offices) (Zip Code)
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
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. | |
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of earlier effective
registration statement for the same offering. | |
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. | |
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box. | |
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. | |
EXPLANATORY NOTE
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-3
This Post-Effective Amendment No. 1 to Registration Statement 333-12831 on
Form S-3 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 (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. 333-12831 on
Form S-3 as its own for all purposes under the Securities Act and the Securities
Exchange Act of 1934, as amended. This Registration Statement pertains to Swift
Energy Company's Employee stock Ownership Plan. Registration fees were paid at
the time of filing the original Registration Statement.
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Item 16. Exhibits
Exhibit Document Description
No. --------------------
-------
2.1 Plan and Agreement and Articles of Merger to Form Holding Company, dated as of December 21, 2005,
but effective at 9:00 a.m., local time in Austin, Texas on December 28, 2005, by and among the
Registrant, the Predecessor and Operating (incorporated by
reference as Exhibit 2.1 to the Registrant's Form 8-K filed on
December 28, 2005)
***4 Specimen share certificates (incorporated by reference to the Company's Registration Statement No.
33-30854 on Form S-1 filed on September 1, 1989)
4.1 Amendment No. 1 to the Rights Agreement dated December 12, 2005 between Swift Energy Company and
American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference as Exhibit 4.3
to Swift Energy Company's Form 8-K filed on December 28, 2005)
4.2 Assignment, Assumption, Amendment and Novation Agreement between the Registrant, the Predecessor and
American Stock Transfer & Trust Company, as Rights Agent effective at 9:00 am., local time in
Austin, Texas on December 28, 2005 (incorporated by reference as
Exhibit 4.4 to the Registrant's Form 8-K filed on December 28,
2005)
*5 Opinion of Jenkens & Gilchrist, A Professional Corporation, as to the validity of the common stock
*23.1 Consent of Ernst and Young LLP
*23.3 Consent of Jenkens & Gilchrist, A Professional Corporation (included in Exhibit 5)
*24 Power of Attorney (included on signature page)
* Filed herewith
** To be filed by amendment or Form 8-K
*** Previously filed
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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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 28th day of
December, 2005.
SWIFT ENERGY COMPANY
/s/ Terry E. Swift
-----------------------------------------
Terry E. Swift
Chief Executive Officer
Each person whose signature appears below as a signatory to this
Registration Statement constitutes and appoints Terry E. Swift, Alton D.
Heckaman, Jr., and Bruce H. Vincent or any of them, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated, in multiple counterparts with the effect
of one original.
Signature Capacity Date
--------- -------- ----
/s/ A. Earl Swift
---------------------------- Chairman of the Board December 28, 2005
A. Earl Swift
/s/ Terry E. Swift
---------------------------- Chief Executive Officer (Principal Executive December 28, 2005
Terry E. Swift Officer) and Director
/s/ Bruce H. Vincent
---------------------------- President and Director December 28, 2005
Bruce H. Vincent
/s/ Alton D. Heckaman, Jr.
---------------------------- Executive Vice President and Chief Financial December 28, 2005
Alton D. Heckaman, Jr. Officer (Principal Financial Officer)
/s/ David W. Wesson
---------------------------- Controller (Principal Accounting Officer) December 28, 2005
David W. Wesson
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--------------------------
Deanna L. Cannon Director December 28, 2005
/s/ Raymond E. Galvin
--------------------------
Raymond E. Galvin Director December 28, 2005
--------------------------
Douglas J. Lanier Director December 28, 2005
--------------------------
Greg Matiuk Director December 28, 2005
--------------------------
Henry C. Montgomery Director December 28, 2005
/s/ Clyde W. Smith, Jr.
--------------------------
Clyde W. Smith, Jr. Director December 28, 2005
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INDEX TO EXHIBITS
Exhibit No. Document Description
----------- --------------------
5 Opinion of Jenkens & Gilchrist, a Professional Corporation, as
to the validity of the common stock
23.2 Consent of Ernst & Young LLP
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