Securities Registration: Employee Benefit Plan (s-8)
August 05 2022 - 4:13PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 5, 2022
Registration No. 333-[__]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SILVERBOW RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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Delaware | 20-3940661 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
920 Memorial City Way, Suite 850
Houston, Texas 77024
(Address of Principal Executive Offices, Zip Code)
SILVERBOW RESOURCES, INC. 2016 EQUITY INCENTIVE PLAN
(Full title of the plan)
Christopher M. Abundis
Executive Vice President, Chief Financial Officer,
General Counsel & Secretary
SilverBow Resources, Inc.
920 Memorial City Way, Suite 850
Houston, Texas 77024
(281) 874-2700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Krista Hanvey Gibson, Dunn & Crutcher LLP 2001 Ross Avenue, Suite 2100 Dallas, Texas 75201 (214) 698-3100 | Annie Foley Assistant General Counsel & Assistant Secretary SilverBow Resources, Inc. 920 Memorial City Way, Suite 850 Houston, Texas 77024 (281) 874-2700 |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | | Accelerated filer | ☒ |
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Non-accelerated filer | | Smaller reporting company | ☒ |
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| | Emerging growth company | ¨ |
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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. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration Statement”) of SilverBow Resources, Inc. (the “Registrant”) is being filed pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, to register 800,000 additional shares of common stock, par value $0.01 per share (“Common Stock”), that may be issued under the SilverBow Resources, Inc. 2016 Equity Incentive Plan (as amended, the “Plan”). Such shares of Common Stock became available for issuance under the Plan pursuant to the Third Amendment to the Plan, which was approved by the Registrant’s shareholders on May 17, 2022.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 4. Description of Securities.
Not applicable.
Item 8. Exhibits.
Exhibit No. Exhibit Description
____________
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of 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, State of Texas, on this 5th day of August, 2022.
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SILVERBOW RESOURCES, INC. |
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By: | /s/ Sean C. Woolverton |
Name: | Sean C. Woolverton |
Title: | Chief Executive Officer |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below authorizes and appoints each of Sean C. Woolverton and Christopher M. Abundis as 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 (including pre- 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 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, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-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 of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.
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Signature | Title | Date |
/s/ Sean C. Woolverton Sean C. Woolverton |
Chief Executive Officer (Principal Executive Officer) | August 5, 2022 |
/s/ Christopher M. Abundis Christopher M. Abundis |
Executive Vice President, Chief Financial Officer, General Counsel & Secretary (Principal Financial Officer) |
August 5, 2022 |
/s/ W. Eric Schultz W. Eric Schultz |
Controller (Principal Accounting Officer) | August 5, 2022 |
/s/ Marcus C. Rowland Marcus C. Rowland | Chairman of the Board | August 5, 2022 |
/s/ Michael Duginski_____ Michael Duginski | Director | August 5, 2022 |
/s/Gabriel L. Ellisor______ Gabriel L. Ellisor | Director | August 5, 2022 |
/s/ David Geenberg______ David Geenberg | Director | August 5, 2022 |
/s/ Christoph O. Majeske Christoph O. Majeske | Director | August 5, 2022 |
/s/ Charles W. Wampler Charles W. Wampler | Director | August 5, 2022 |
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