sv3mef
As filed with the Securities and Exchange Commission on
March 29, 2007
Registration Statement
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
|
|
|
|
|
Delaware
|
|
DENBURY RESOURCES
INC.
|
|
20-0467835
|
Delaware
|
|
DENBURY ONSHORE, LLC
|
|
20-0467798
|
Delaware
|
|
DENBURY GATHERING &
MARKETING, INC.
|
|
75-3056150
|
Delaware
|
|
DENBURY OPERATING
COMPANY
|
|
20-0467368
|
Louisiana
|
|
DENBURY MARINE,
L.L.C.
|
|
72-1311038
|
Mississippi
|
|
TUSCALOOSA ROYALTY FUND
LLC
|
|
73-1668201
|
(State of
incorporation)
|
|
(Exact name of
Registrant)
|
|
(I.R.S. Employer
Identification No.)
|
1311
(Primary Standard
Industrial
Classification Code
Number)
Phil Rykhoek, Senior Vice President and Chief Financial
Officer
Denbury Resources Inc.
5100 Tennyson Pkwy., Ste. 1200
Plano, Texas 75024
(972) 673-2000
(Name, address and telephone
number of Registrants executive offices and agent for
service)
Copies to:
|
|
|
Donald W. Brodsky
|
|
Gary L. Sellers
|
Baker & Hostetler
LLP
|
|
Simpson Thacher &
Bartlett LLP
|
1000 Louisiana Street
|
|
425 Lexington Avenue
|
Suite 2000
|
|
New York, NY 10017
|
Houston, Texas 77002
|
|
(212) 455-2695
|
(713) 646-1335
|
|
|
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. o
If any of the securities being registered on this Form are being
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of earlier effective registration statement for
the same
offering. þ 333-141637
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following box. þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed
to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following box. o
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
Title of Each
Class of
|
|
|
Proposed
Maximum
|
|
|
Amount of
|
Securities to be
Registered
|
|
|
Offering
Price
|
|
|
Registration
Fee
|
Senior Subordinated Notes due 2015
|
|
|
$25,000,000(1)
|
|
|
$767.50
|
Subsidiary Guarantees
|
|
|
(2)
|
|
|
(2)
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The registrant previously
registered an aggregate principal amount of $125 million of
Senior Subordinated Notes due 2015 on the Registration Statement
on
Form S-3
(Registration No. 333-141637). In accordance with
Rule 462(b) promulgated under the Securities Act an
additional amount of Securities having a proposed maximum
aggregate offering price of no more than 20% of the maximum
aggregate offering price of the Securities eligible to be sold
under the related Registration Statement on
Form S-3
(Registration No. 333-141637), for which a filing fee of
$3,837.50 was previously paid, are being registered.
|
|
|
(2)
|
|
No separate consideration will be
received for the Subsidiary Guarantees.
|
Explanatory
Note
We are filing this registration statement with the Securities
and Exchange Commission pursuant to Rule 462(b) and General
Instruction IV of
Form S-3,
both as promulgated under the Securities Act of 1933, as
amended. This registration statement relates to the same public
offering of securities contemplated by the automatic shelf
registration statement on Form S-3 (Registration
No. 333-141637) (the Prior Registration
Statement), effective on March 29, 2007, and is being
filed for the sole purpose of increasing the maximum aggregate
offering price of our Senior Subordinated Notes due 2015 to be
registered by $25,000,000. the information set forth in the
Prior Registration Statement, including all exhibits, is
incorporated by reference herein.
The required opinions and consents are listed on the exhibit
index attached hereto and filed herewith.
II-1
Part II
Information not required in prospectus
|
|
|
|
|
|
Exhibit
no.
|
|
Document
description
|
|
|
|
*5
|
|
|
Opinion of Baker &
Hostetler LLP as to the validity of the Debt Securities being
registered
|
|
*23
|
.1
|
|
Consent of DeGolyer and MacNaughton
|
|
*23
|
.2
|
|
Consent of PricewaterhouseCoopers
LLP
|
|
*23
|
.3
|
|
Consent of Baker &
Hostetler LLP (included in Exhibit 5)
|
|
|
II-2
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-3
and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Plano, State of Texas, on March 29, 2007.
DENBURY RESOURCES INC.
Senior Vice President and Chief Financial Officer
Each person whose signature appears below as a signatory to this
Registration Statement constitutes and appoints Gareth Roberts,
Phil Rykhoek and Mark Allen, or any one of them, 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 to this Registration
Statement, and to file the same, with all exhibits thereto, and
all other documents in connection therewith, with the Securities
and Exchange 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 in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorney-in-fact
and agent or his substitute may lawfully do or cause to be done
by virtue hereof. Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been
signed by the following persons in the capacities and on the
dates indicated.
|
|
|
|
|
|
|
|
Signatures
|
|
Title
|
|
Date
|
|
|
/s/ Gareth
Roberts
Gareth
Roberts
|
|
President, Chief Executive Officer
and Director (Principal Executive Officer)
|
|
March 29, 2007
|
|
|
|
|
|
/s/ Phil
Rykhoek
Phil
Rykhoek
|
|
Senior Vice President and Chief
Financial Officer (Principal Financial Officer)
|
|
March 29, 2007
|
|
|
|
|
|
/s/ Mark
C. Allen
Mark
C. Allen
|
|
Vice President and Chief
Accounting Officer (Principal Accounting Officer)
|
|
March 29, 2007
|
|
|
|
|
|
/s/ Ronald
G. Greene
Ronald
G. Greene
|
|
Chairman of the Board and Director
|
|
March 29, 2007
|
|
|
|
|
|
David
I. Heather
|
|
Director
|
|
|
|
|
|
|
|
Greg
McMichael
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II-3
|
|
|
|
|
|
|
|
Signatures
|
|
Title
|
|
Date
|
|
|
Randy
Stein
|
|
Director
|
|
|
|
|
|
|
|
/s/ Donald
D. Wolf
Donald
D. Wolf
|
|
Director
|
|
March 29, 2007
|
|
|
|
|
|
/s/ Wieland
Wettstein
Wieland
Wettstein
|
|
Director
|
|
March 29, 2007
|
|
|
II-4
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-3
and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Plano, State of Texas, on March 29, 2007.
DENBURY GATHERING & MARKETING, INC.
DENBURY OPERATING COMPANY
By: Phil Rykhoek
Senior Vice President and Chief Financial Officer
Each person whose signature appears below as a signatory to this
Registration Statement constitutes and appoints Gareth Roberts,
Phil Rykhoek and Mark Allen, or any one of them, 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 to this Registration
Statement, and to file the same, with all exhibits thereto, and
all other documents in connection therewith, with the Securities
and Exchange 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 in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorney-in-fact
and agent or his substitute may lawfully do or cause to be done
by virtue hereof. Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been
signed by the following persons in the capacities and on the
dates indicated.
|
|
|
|
|
|
|
|
Signatures
|
|
Title
|
|
Date
|
|
|
/s/ Gareth
Roberts
Gareth
Roberts
|
|
President, Chief Executive Officer
and Director (Principal Executive Officer)
|
|
March 29, 2007
|
|
|
|
|
|
/s/ Phil
Rykhoek
Phil
Rykhoek
|
|
Senior Vice President, Chief
Financial Officer and Director (Principal Financial Officer)
|
|
March 29, 2007
|
|
|
|
|
|
/s/ Mark
C. Allen
Mark
C. Allen
|
|
Vice President and Chief
Accounting Officer (Principal Accounting Officer)
|
|
March 29, 2007
|
|
|
|
|
|
/s/ Ronald
T. Evans
Ronald
T. Evans
|
|
Director
|
|
March 29, 2007
|
|
|
|
|
|
Robert
Cornelius
|
|
Director
|
|
|
|
|
II-5
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-3
and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Plano, State of Texas, on March 29, 2007.
DENBURY ONSHORE, LLC
DENBURY MARINE, L.L.C.
By: Phil Rykhoek
Senior Vice President and Chief Financial Officer
Each person whose signature appears below as a signatory to this
Registration Statement constitutes and appoints Gareth Roberts,
Phil Rykhoek and Mark Allen, or any one of them, 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 to this Registration
Statement, and to file the same, with all exhibits thereto, and
all other documents in connection therewith, with the Securities
and Exchange 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 in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorney-in-fact
and agent or his substitute may lawfully do or cause to be done
by virtue hereof. Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been
signed by the following persons in the capacities and on the
dates indicated.
|
|
|
|
|
|
|
|
Signatures
|
|
Title
|
|
Date
|
|
|
/s/ Gareth
Roberts
Gareth Roberts
|
|
President, Chief Executive Officer
and Manager (Principal Executive Officer)
|
|
March 29, 2007
|
|
|
|
|
|
/s/ Phil
Rykhoek
Phil Rykhoek
|
|
Senior Vice President, Chief
Financial Officer and Manager (Principal Financial Officer)
|
|
March 29, 2007
|
|
|
|
|
|
/s/ Mark
C. Allen
Mark C. Allen
|
|
Vice President and Chief
Accounting Officer (Principal Accounting Officer)
|
|
March 29, 2007
|
|
|
|
|
|
/s/ Ronald
T. Evans
Ronald T. Evans
|
|
Manager
|
|
March 29, 2007
|
|
|
|
|
|
Robert Cornelius
|
|
Manager
|
|
|
|
|
II-6
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-3
and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Plano, State of Texas, on March 29, 2007.
TUSCALOOSA ROYALTY FUND LLC
By: Denbury Operating Company,
its sole member
By: Phil Rykhoek
Senior Vice President and Chief Financial Officer
II-7
Index to
exhibits
|
|
|
|
|
|
Exhibit
No.
|
|
Document
Description
|
|
|
|
5
|
|
|
Opinion of Baker &
Hostetler LLP as to the validity of the securities being
registered hereunder
|
|
23
|
.1
|
|
Consent of DeGolyer and MacNaughton
|
|
23
|
.2
|
|
Consent of PricewaterhouseCoopers
LLP
|
|
|
II-8