SILVERBOW RESOURCES, INC. (Form: S-8, Received: 05/26/2017 06:04:04)

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if smaller reporting company)

Smaller Reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on May 25, 2017

Registration No. 333-[ ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-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, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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



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	600,000 shares	$28.17	$16,899,000	$1,958.59

(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 on Form 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 to Form 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 Form S-8 hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on April 27, 2016 (Registration No. 333-210936).

We incorporate by reference (excluding any information furnished pursuant to Items 2.02 or 7.01 of any report on Form 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 Form 10-K (File No. 001-08754) for the year ended December 31, 2016, filed February 28, 2017;

•

Our Quarterly Reports on Form 10-Q for the period ended March 31, 2017 (File No. 001-08754), filed May 8, 2017;

•

Our Current Reports on Form 8-K (File No. 001-08754), filed with the Commission on January 13, 2017 (Item 2.05); (File No. 001-08574), filed with the Commission on January 25, 2017 (Items 1.01, 2.02, 3.02 and 9.01); (File No. 001-08754), filed with the Commission on February 1, 2017 (Items 1.01 and 9.01); (File No. 001-08754), filed with the Commission on February 28, 2017 (Items 5.02, 7.01 and 9.01); (File No. 001-08754), filed with the Commission on March 17, 2017 (Items 8.01 and 9.01); (File No. 001-08754), filed with the Commission on March 21, 2017 (Items 5.02, 7.01 and 9.01); (File No. 001-08754), filed with the Commission on March 21, 2017 (Items 5.02 and 9.01); (File No. 001-08754), filed with the Commission on April 21, 2017 (Items 1.01, 2.03, 7.01 and 9.01); (File No. 001-08754), filed with the Commission on May 2, 2017 (Items 8.01 and 9.01); (File No. 001-08754), filed with the Commission on May 5, 2017 (Items 2.02, 5.03, 8.01 and 9.01); and (File No. 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 Form 8-A (File No. 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 Number		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’s S-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 Form 8-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 Form 8-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 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 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 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, 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 Number		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’s S-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 Form 8-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 Form 8-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.

Exhibit 5.1

LOGO

May 25, 2017

SilverBow Resources, Inc.

575 North Dairy Ashford, Suite 1200

Houston, Texas 77079

Ladies and Gentlemen:

We have acted as counsel for SilverBow Resources, Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an aggregate of up to 600,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), pursuant to the Company’s registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) on May 25, 2017, which Shares may be issued from time to time in accordance with the terms of the SilverBow Resources, Inc. 2016 Equity Incentive Plan, as amended from time to time (the “Plan”).

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Certificate of Incorporation of the Company, adopted on April 22, 2016, and later amended effective as of May 5, 2017, and the Bylaws of the Company, adopted on April 22, 2016, and later amended effective as of May 5, 2017, (ii) the Registration Statement, (iii) certain resolutions adopted by the board of directors of the Company, (iv) the Plan, and (v) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Shares will be issued in accordance with the terms of the Plan.

Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, the Shares will be validly issued, fully paid and non-assessable.

This opinion is limited in all respects to the General Corporation Law of the State of Delaware, including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this opinion or advise you of any change in any matter after the date hereof.

Vinson & Elkins LLP Attorneys at Law

Austin Beijing Dallas Dubai Hong Kong Houston London Moscow New York

Palo Alto Richmond Riyadh San Francisco Taipei Tokyo Washington

1001 Fannin Street, Suite 2500

Houston, TX 77002-6760

Tel +1.713.758.2222 Fax +1.713.758.2346 www.velaw.com


		SilverBow Resources, Inc. May 25, 2017 Page 2

This opinion may be filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Vinson & Elkins L.L.P.

Vinson & Elkins L.L.P.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

SilverBow Resources, Inc.

Houston, Texas

We hereby consent to the incorporation by reference in this Registration Statement of our reports dated February 27, 2017, relating to the consolidated financial statements and the effectiveness of SilverBow Resources Inc. (formerly known as Swift Energy Company)’s internal control over financial reporting appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

/s/ BDO USA, LLP

Houston, Texas

May 25, 2017

BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

BDO is the brand name for the BDO network and for each of the BDO Member Firms.

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated March 4, 2016, with respect to the consolidated financial statements of SilverBow Resources, Inc. (formerly named Swift Energy Company), included in the Registration Statement (Form S-8) for the registration of 600,000 shares of common stock of SilverBow Resources, Inc. under the SilverBow Resources, Inc. 2016 Equity Incentive Plan.

/s/ Ernst & Young

Houston, Texas

May 25, 2017

H.J. GRUY AND ASSOCIATES, INC.

6575 West Loop South, Suite 550, Bellaire, Texas 77401 • TEL. (713) 739-1000 •FAX (713) 739-6112

EXHIBIT 23.3

CONSENT OF H.J. GRUY AND ASSOCIATES, INC.

We hereby consent to the use of the name H.J. Gruy and Associates, Inc. and of reference to H.J. Gruy and Associates, Inc. and to the inclusion of and references to our reports, or information contained therein, dated January 24, 2017, prepared for SilverBow Resources, Inc. (formerly named Swift Energy Company) in the Registration Statement on Form S-8 filed on or about May 25, 2017, pertaining to the registration of shares of common stock of SilverBow Resources, Inc. under the SilverBow Resources, Inc. 2016 Equity Incentive Plan.

We further consent to references to this firm under the heading “EXPERTS.”


H.J. GRUY AND ASSOCIATES, INC.

by:		/s/ Marilyn Wilson
Marilyn Wilson, P.E.
President and Chief Executive Officer

May 25, 2017

Houston, Texas