As filed with the Securities and Exchange Commission on June 18, 2003
Registration No. ______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DENBURY RESOURCES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2815171
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5100 TENNYSON PARKWAY, SUITE 3000
PLANO, TEXAS 75024
(Address of principal executive offices) (Zip Code)
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DENBURY RESOURCES INC. STOCK OPTION PLAN
(Full title of the plans)
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PHIL RYKHOEK COPY TO:
SR. VP AND CHIEF FINANCIAL OFFICER DONALD BRODSKY
DENBURY RESOURCES INC. DEIDRE SHEARER
5100 TENNYSON PARKWAY, SUITE 3000 JENKENS & GILCHRIST,
PLANO, TEXAS 75024 A PROFESSIONAL CORPORATION
(972) 673-2000 1100 LOUISIANA, SUITE 1800
(Name, address and telephone number HOUSTON, TEXAS 77002
including area code of agent for service) (713) 951-3300
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER SHARE(3)(4) OFFERING PRICE(3)(4) REGISTRATION FEE
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Common Stock, $.001 par value 850,000 $ 12.975 $ 11,028,750 $ 892
============================== ====================== ==================== ======================= ===================
(1) The securities to be registered are 850,000 additional shares reserved for
issuance under the Registrant's Stock Option Plan (the "Plan").
(2) Pursuant to Rule 416, this Registration Statement is deemed to include
additional shares of Common Stock 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 Common Stock offered hereunder pursuant to the Plans is a weighted average
price based on 850,000 shares of Common Stock reserved for issuance under the
Plans that are not currently subject to outstanding stock options, at a price
per share of $12.975, which is the average of the highest and lowest selling
price per share of Common Stock by the New York Stock Exchange on June 13, 2003.
Pursuant to General Instruction E to Form S-8 under the Securities Act of
1933, as amended, with respect to the registration of additional securities of
the same class as other securities for which Registration Statements on Form S-8
relating to the same employee benefit plan are effective, Denbury Resources Inc.
(the "Company") hereby incorporates herein the contents of its earlier effective
Registration Statements pertaining to shares of the Company's common stock to be
issued pursuant to the Company's Stock Option Plan (Registration Nos. 333-1006,
333-27995, 333-55999, 333-70485, 333-63198 and 333-90398) by this reference and
hereby deems such contents to be a part hereof, except as otherwise updated or
modified in this filing as noted herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
(a) Exhibits.
The following documents are filed as a part of this registration
statement.
Exhibit
Number Document Description
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5 Opinion of Jenkens & Gilchrist, A Professional Corporation
15 Letter from independent accountants as to unaudited condensed interim
financial information
23 Consent of Deloitte & Touche LLP
99 Denbury Resources Inc. Amended and Restated Stock Option Plan
2
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 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 Plano, Texas, on June 18, 2003:
DENBURY RESOURCES INC.
By: /s/ Phil Rykhoek
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Phil Rykhoek
Sr. V. P and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Gareth Roberts and Phil Rykhoek,
and each of them, each with full power to act without the other, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto each of said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person hereby ratifying and
confirming that each of said attorneys-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
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/s/ Ronald G. Greene Chairman of the Board of Directors June 18, 2003
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Ronald G. Greene
/s/ Gareth Roberts President and Chief Executive Officer and June 18, 2003
------------------ Director (Principal Executive Officer)
Gareth Roberts
/s/ Phil Rykhoek Sr. Vice President and Chief Financial June 18, 2003
---------------- Officer (Principal Financial Officer)
Phil Rykhoek
/s/ Mark C. Allen Vice President and Chief Accounting Officer June 18, 2003
----------------- (Principal Accounting Officer)
Mark C. Allen
/s/ David I. Heather Director June 18, 2003
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David I. Heather
/s/ Wieland F. Wettstein Director June 18, 2003
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Wieland F. Wettstein
/s/ David B. Miller Director June 18, 2003
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David B. Miller
3
INDEX TO EXHIBITS
Exhibit
Number Document Description
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5 Opinion of Jenkens & Gilchrist, A Professional Corporation
15 Letter from independent accountants as to unaudited condensed interim
financial information
23 Consent of Deloitte & Touche LLP
99 Denbury Resources Inc. Amended and Restated Stock Option Plan
4