sv8
As filed with the Securities and Exchange Commission on June 18, 2007
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DENBURY RESOURCES INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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20-0467835
(I.R.S. Employer
Identification No.) |
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5100 Tennyson Parkway, Suite 1200
Plano, Texas
(Address of principal executive offices)
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75024
(Zip Code) |
2004 OMNIBUS STOCK AND INCENTIVE PLAN
DENBURY RESOURCES INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
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Phil Rykhoek
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Copy to: |
Sr. VP and Chief Financial Officer
Denbury Resources Inc.
5100 Tennyson Parkway, Suite 1200
Plano, Texas 75024
(972) 673-2000
(Name, address and telephone number
including area code of agent for service)
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Donald Brodsky
Lee Thompson
Baker Hostetler LLP
1000 Louisiana, Suite 2000
Houston, Texas 77002
(713) 751-1600 |
CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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Amount |
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Maximum |
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Maximum |
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Title of Class of |
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to be |
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Offering Price |
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Aggregate |
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Amount of |
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Securities to be Registered |
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Registered(1)(2) |
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per Share(3)(4) |
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Offering Price(3)(4) |
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Registration Fee |
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Common Stock, $.001 par value |
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2,200,000 |
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$36.00 |
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$79,200,000 |
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$2,431.44 |
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(1) The securities to be registered are 2,000,000 additional shares reserved for
issuance under the Registrants 2004 Omnibus Stock and Incentive Plan (the 2004 Plan) and 200,000
additional shares reserved for issuance under the Registrants Employee Stock Purchase Plan (the
ESPP and collectively with the 2004 Plan, the Plans).
(2) Pursuant to Rule 416, this Registration Statement is deemed to include additional shares
of Common Stock issuable under the terms of the Plans 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)(1). Accordingly, the price per share of Common
Stock offered hereunder pursuant to the Plans is the price per share of $36.00, which is the
average of the highest and lowest selling price per share of Common Stock by the New York Stock
Exchange on June 12, 2007.
EXPLANATORY NOTE
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 plans are
effective, Denbury Resources Inc. (the Company) hereby incorporates herein the contents of its
earlier Registration Statements (Registration Nos. 333-1006, 333-70485, 333-39218, 333-90398 and
333-116249) 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 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the DGCL), empowers us under specified
circumstances, to indemnify our directors, officers, employees and agents in connection with
actions, suits or proceedings brought against them or threatened by reason of the fact that they
were our directors, officers, employees or agents, so long as they acted in good faith and in a
manner that they reasonably believed to be in, or not opposed to, the best interests of our
Company, and with respect to any criminal action, that they had no reasonable cause to believe
their conduct was unlawful. With respect to suits by or in the right of our Company, however,
indemnification is generally limited to attorneys fees and other expenses and is not available if
such person is adjudged to be liable to us, unless a court determines that indemnification is
appropriate.
Article IX of our Restated Certificate of Incorporation requires indemnification of directors,
officers and other employees to the fullest extent permitted by Section 145 of the DGCL.
Furthermore, Article IX explicitly provides that:
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we may advance expenses, including reasonable attorneys fees, to
individuals entitled to indemnification; |
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we may not take any action to diminish or reduce the rights of
individuals entitled to indemnification after the occurrence of the events to
which the indemnification relates; and |
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any person entitled to indemnification by us may bring suit against
us if we do not pay them within 30 days after receiving a written demand for
indemnification and, if successful, such person may recover their expenses for
such suit, including attorneys fees, from us. In the suit, we will have the
burden of proving any defense that the person is not eligible for
indemnification under the DGCL. |
Additionally, we maintain directors and officers insurance which includes coverage for liability
under the federal securities laws.
Article X of our Restated Certificate of Incorporation limits the personal liability of a
director to us or our stockholders for monetary damages for breach of fiduciary duty as a director
provided that a directors liability may not be limited (i) for any breach of the directors duty
of loyalty to us or our stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the
DGCL or (iv) for any transaction from which the director derived an improper personal benefit.
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Item 8. Exhibits.
(a) Exhibits.
The following documents are filed as a part of this registration statement.
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Exhibit |
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Number |
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Document Description |
5
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Opinion of Baker & Hostetler LLP |
23.1
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Consent of PricewaterhouseCoopers LLP |
23.2
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Consent of Baker & Hostetler LLP (included in Opinion filed as Exhibit 5 hereto) |
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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, 2007:
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Denbury Resources Inc.
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By: |
/s/ Phil Rykhoek
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Phil Rykhoek |
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Senior Vice President, Chief
Financial Officer and Secretary |
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below hereby
constitutes and appoints Gareth Roberts, Phil Rykhoek and Mark C. Allen, 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.
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Signature |
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Capacity |
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/s/ Ronald G. Greene
Ronald G. Greene |
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Chairman of the Board of Directors
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June 18, 2007 |
/s/ Gareth Roberts
Gareth Roberts |
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President and Chief Executive
Officer and Director (Principal
Executive Officer)
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June 18, 2007 |
/s/ Phil Rykhoek
Phil Rykhoek |
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Senior Vice President, Chief
Financial Officer and Secretary
(Principal Financial Officer)
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June 18, 2007 |
/s/ Mark C. Allen
Mark C. Allen |
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Vice President and Chief
Accounting Officer (Principal
Accounting Officer)
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June 18, 2007 |
/s/ David I. Heather
David I. Heather |
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Director
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June 18, 2007 |
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Signature |
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Capacity |
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Date |
/s/ Wieland F. Wettstein
Wieland F. Wettstein |
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Director
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June 18, 2007 |
/s/ Greg McMichael
Greg McMichael |
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Director
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June 18, 2007 |
/s/ Randy Stein
Randy Stein |
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Director
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June 18, 2007 |
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INDEX TO EXHIBITS
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Exhibit |
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Number |
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Document Description |
5
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Opinion of Baker Hostetler LLP |
23.1
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Consent of PricewaterhouseCoopers LLP |
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