As filed with the Securities and Exchange Commission on November 13, 2020
Registration No. 333-248827
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SOUTHWESTERN ENERGY COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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71-0205415
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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10000 Energy Drive, Spring Texas
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77389
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(Address of principal executive offices)
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(Zip Code)
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Montage Resources Corporation 2019 Long-Term Incentive Plan
Eclipse Resources Corporation 2014 Long-Term Incentive Plan
(Full titles of the plans)
Chris Lacy
Vice
President, General Counsel and Corporate Secretary
10000 Energy Drive
Spring, Texas 77389
(832) 796-1000
(Name, address and telephone of agent for service)
Copies to:
Frank Bayouth
Eric C. Otness
Skadden,
Arps, Slate, Meagher & Flom LLP
1000 Louisiana Street, Suite 6800
Houston, Texas 77002
(713) 655-5100
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
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(1)(2)
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Proposed
Maximum
Offering Price
per Share(3)
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Proposed
Maximum
Aggregate
Offering
Price(3)
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Amount of
Registration Fee(3)
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Common stock, par value $0.01 per share
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1,065,080 shares
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
Securities Act), this Registration Statement also covers such additional shares of the registrants common stock, par value $0.01 per share (Southwestern common stock) that become issuable by reason of any stock split,
stock dividend, recapitalization or other similar transaction that results in an increase in the number of outstanding shares of Southwestern common stock.
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(2) Represents 1,065,080 shares of Southwestern common stock issuable pursuant
to the Montage Resources Corporation 2019 Long-Term Incentive Plan and the Eclipse Energy Corporation 2014 Long-Term Plan, as amended.
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(3) All filing fees payable in connection with the registration of these
securities were already paid in connection with the filing of the registrants original registration statement on Form S-4 (File No. 333-248827) filed with the
Securities and Exchange Commission (the Commission) on September 16, 2020, as amended by the pre-effective Amendment No. 1 thereto filed with the Commission on October 2, 2020, to
which this Registration Statement is Post-Effective Amendment No. 1. Accordingly, no additional filing fee is required. See Explanatory Note.
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