As filed with the Securities and Exchange Commission on June 7, 2004
Registration No. 333-_____
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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)
Delaware 20-0467835
(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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2004 OMNIBUS STOCK AND INCENTIVE PLAN
(Full title of the plans)
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Phil Rykhoek Copy to:
Sr. VP and Chief Financial Officer Deidre Shearer
Denbury Resources Inc. Lee Thompson
5100 Tennyson Parkway, Suite 3000 Jenkens & Gilchrist,
Plano, Texas 75024 A Professional Corporation
(972) 673-2000 1401 McKinney, Suite 2700
(Name, address and telephone number Houston, Texas 77010
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 2,500,000 $18.80 $47,000,000 $5,955
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(1) The securities to be registered are 2,500,000 shares reserved for issuance
under the Registrant's 2004 Omnibus Stock and Incentive 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 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). Accordingly, the price per share
of Common Stock offered hereunder pursuant to the Plan is the price per share of
$18.80, which is the average of the highest and lowest selling price per share
of Common Stock by the New York Stock Exchange on June 3, 2004.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference in this Registration
Statement the following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission"):
(1) the Registrant's annual report on Form 10-K for the year ended
December 31, 2003 filed March 12, 2004;
(2) the Registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 2004 filed May 7, 2004;
(3) the Registrant's current reports on Forms 8-K and 8-K/A filed on
February 19, 2004, March 23, 2004, April 28, 2004, May 17, 2004, May 24,
2004 and June 3, 2004;
(4) the description of the Common Stock, $.001 par value, of the
Registrant (the "Common Stock") set forth in the Registration Statement on
Form S-3 filed August 5, 2003, as amended on September 23, 2003, and as
amended on December 30, 2003, including any amendment or report filed for
the purpose of updating such description.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware ("GCL")
permits indemnification of directors, officers, employees and agents of
corporations under certain conditions and subject to certain limitations.
Article Seven of the Company's By-Laws and Article IX of the Company's Restated
Certificate of Incorporation provide for indemnification of any director or
officer or any person serving in the same capacity in any other enterprise at
the request of the Company, under certain circumstances. Article Seven of the
Company's By-Laws eliminates the liability of directors of the Company under
certain circumstances for breaches of fiduciary duty to the Corporation and its
stockholders.
In addition to the above provisions, the Company has also entered into an
indemnity agreement with its officers and directors, which, subject to the GCL,
sets forth the procedures by which a person may seek indemnity and clarifies the
situations in which a person may be entitled to indemnity by the Company.
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Item 7. Exemption from Registration Claimed.
Not applicable.
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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4 2004 Omnibus Stock and Incentive Plan
5 Opinion of Jenkens & Gilchrist, A Professional Corporation
15 Letter from Independent Registered Public Accounting Firm as
to unaudited condensed interim financial information
23 Consent of Independent Registered Public Accounting Firm
24 Power of Attorney (included on signature page)
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b), if in the aggregate, the changes in volume
and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
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B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d)
of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
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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 7, 2004:
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.
/s/ Ronald G. Greene Chairman of the Board of Directors June 4, 2004
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Ronald G. Greene
/s/ Gareth Roberts President and Chief Executive Officer June 4, 2004
------------------ and Director (Principal Executive
Gareth Roberts Officer)
/s/ Phil Rykhoek Sr. Vice President and Chief Financial June 4, 2004
---------------- Officer (Principal Financial Officer)
Phil Rykhoek
/s/ Mark C. Allen Vice President and Chief Accounting June 4, 2004
----------------- Officer (Principal Accounting Officer)
Mark C. Allen
/s/ David I. Heather Director June 4, 2004
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David I. Heather
/s/ Wieland F. Wettstein Director June 4, 2004
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Wieland F. Wettstein
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INDEX TO EXHIBITS
Exhibit
Number Document Description
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4 2004 Omnibus Stock and Incentive Plan
5 Opinion of Jenkens & Gilchrist, A Professional Corporation
15 Letter from Independent Registered Public Accounting Firm as to
unaudited condensed interim financial information
23 Consent of Independent Registered Public Accounting Firm