As filed with the Securities and Exchange Commission on May 25, 2017
RegistrationNo. 333-[ ]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SILVERBOW RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 20-3940661 | |||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
575 North Dairy Ashford, Suite 1200
Houston, Texas 77079
(Address of principal executive offices, including zip code)
SILVERBOW RESOURCES, INC. 2016 EQUITY INCENTIVE PLAN
(Full title of the plan)
Christopher M. Abundis
Senior Vice President, General Counsel & Secretary
SilverBow Resources, Inc.
575 North Dairy Ashford, Suite 1200
Houston, Texas 77079
Telephone: (281)874-2700
(Name, address and telephone number of agent for service)
Copies to:
David P. Oelman James M. Prince Vinson & Elkins LLP 1001 Fannin, Suite 2500 Houston, Texas 77002 (713)758-2222 | Annie Foley Corporate Counsel and Assistant Secretary SilverBow Resources, Inc. 575 North Dairy Ashford, Suite 1200 Houston, Texas 77079 (281)874-2700 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ (Do not check if smaller reporting company) | Smaller Reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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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, $0.01 par value per share | 600,000shares | $28.17 | $16,899,000 | $1,958.59 | ||||
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(1) | Represents 600,000 additional shares issuable under the SilverBow Resources, Inc. 2016 Equity Incentive Plan (the “Plan”). |
(2) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement 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 600,000 shares reserved for issuance under the Plan at a price per share of $28.17, which is the average of the highest and lowest selling price for the shares on the New York Stock Exchange on May 22, 2017. |
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement onForm S-8 (the “Registration Statement”) of SilverBow Resources, Inc. (the “Company” or the “Registrant” or “we” or “our”) is being filed pursuant to General Instruction E toForm S-8 under the Securities Act to register 600,000 additional shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), under the SilverBow Resources, Inc. 2016 Equity Incentive Plan (the “Plan”). This Registration Statement on FormS-8 hereby incorporates by reference the contents of the Registrant’s registration statement on FormS-8 filed with the Securities and Exchange Commission on April 27, 2016 (RegistrationNo. 333-210936).
We incorporate by reference (excluding any information furnished pursuant to Items 2.02 or 7.01 of any report onForm 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 Form10-K (FileNo. 001-08754) for the year ended December 31, 2016, filed February 28, 2017; |
• | Our Quarterly Reports on Form10-Q for the period ended March 31, 2017 (FileNo. 001-08754), filed May 8, 2017; |
• | Our Current Reports on Form8-K (FileNo. 001-08754), filed with the Commission on January 13, 2017 (Item 2.05); (FileNo. 001-08574), filed with the Commission on January 25, 2017 (Items 1.01, 2.02, 3.02 and 9.01); (FileNo. 001-08754), filed with the Commission on February 1, 2017 (Items 1.01 and 9.01); (FileNo. 001-08754), filed with the Commission on February 28, 2017 (Items 5.02, 7.01 and 9.01); (FileNo. 001-08754), filed with the Commission on March 17, 2017 (Items 8.01 and 9.01); (FileNo. 001-08754), filed with the Commission on March 21, 2017 (Items 5.02, 7.01 and 9.01); (FileNo. 001-08754), filed with the Commission on March 21, 2017 (Items 5.02 and 9.01); (FileNo. 001-08754), filed with the Commission on April 21, 2017 (Items 1.01, 2.03, 7.01 and 9.01); (FileNo. 001-08754), filed with the Commission on May 2, 2017 (Items 8.01 and 9.01); (FileNo. 001-08754), filed with the Commission on May 5, 2017 (Items 2.02, 5.03, 8.01 and 9.01); and (FileNo. 001-08754), filed with the Commission on May 17, 2017 (Items 5.02 and 5.07); and |
• | The description of the Common Stock included in our Form8-A (FileNo. 001-08754) filed with the Commission on May 2, 2017, including any amendment or report filed for the purpose of updating, changing or otherwise modifying such description. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following documents are included as part of this Registration Statement.
Exhibit | Description | |
5.1* | Opinion of Vinson & Elkins L.L.P. | |
10.1 | SilverBow Resources, Inc. 2016 Equity Incentive Plan (incorporated by reference as Exhibit 4.1 to the Company’sS-8 Registration Statement, filed April 27, 2016). | |
10.2 | Amendment to SilverBow Resources, Inc. 2016 Equity Incentive Plan (incorporated by reference as Exhibit 10.1 to the Company’s Form8-K, filed May 5, 2017). | |
10.3 | First Amendment to SilverBow Resources, Inc. 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form8-K, filed May 17, 2017). | |
23.1* | Consent of BDO USA, LLP | |
23.2* | Consent of Ernst & Young LLP | |
23.3* | Consent of H.J. Gruy and Associates, Inc. | |
23.3* | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1) |
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-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 May 25, 2017.
SILVERBOW RESOURCES, INC. | ||
| /s/ Sean C. Woolverton | |
Name: Sean C. Woolverton Title: Chief Executive Officer |
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below authorizes and appoints Christopher M. Abundis as his true and lawfulattorney-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 (includingpre- and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto saidattorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that saidattorney-in-fact or agent, or his substitute or substitutes, may lawfully do or cause to be done.
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 | Title | Date | ||
/s/ Sean C. Woolverton Sean C. Woolverton | Chief Executive Officer (principal executive officer) | May 25, 2017 | ||
/s/ G. Gleeson Van Riet G. Gleeson Van Riet | Executive Vice President and Chief Financial Officer (principal financial officer) | May 25, 2017 | ||
/s/ Gary G. Buchta Gary G. Buchta | Controller | May 25, 2017 | ||
/s/ Marcus C. Rowland Marcus C. Rowland | Chairman of the Board | May 25, 2017 | ||
/s/ Michael Duginski Michael Duginski | Director | May 25, 2017 | ||
/s/ Gabriel L. Ellisor Gabriel L. Ellisor | Director | May 25, 2017 | ||
/s/ David Geenberg David Geenberg | Director | May 23, 2017 | ||
/s/ Christoph O. Majeske Christoph O. Majeske | Director | May 25, 2017 | ||
/s/ Charles W. Wampler Charles W. Wampler | Director | May 25, 2017 |
EXHIBIT INDEX
Exhibit | Description | |
5.1* | Opinion of Vinson & Elkins L.L.P. | |
10.1 | SilverBow Resources, Inc. 2016 Equity Incentive Plan (incorporated by reference as Exhibit 4.1 to the Company’sS-8 Registration Statement, filed April 27, 2016). | |
10.2 | Amendment to SilverBow Resources, Inc. 2016 Equity Incentive Plan (incorporated by reference as Exhibit 10.1 to the Company’s Form8-K, filed May 5, 2017). | |
10.3 | First Amendment to SilverBow Resources, Inc. 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form8-K, filed May 17, 2017). | |
23.1* | Consent of BDO USA, LLP | |
23.2* | Consent of Ernst & Young LLP | |
23.3* | Consent of H.J. Gruy and Associates, Inc. | |
23.3* | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1) |
* | filed herewith. |