UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

Current Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 13, 2005

 

DENBURY RESOURCES INC.

(Exact name of Registrant as specified in its charter)

 

 

Delaware

 

 

(State or other jurisdiction

of incorporation or organization)

 

 

 

 

1-12935

(Commission File Number)

 

20-0467835

(I.R.S. Employer

Identification No.)

 

 

 

5100 Tennyson Parkway

Suite 3000

Plano, Texas

 

 

 

75024

(Address of principal executive offices)

 

(Zip code)

 

 

 

Registrant’s telephone number, including area code:

(972) 673-2000

 

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Section 1 – Registrant’s Business and Operations

 

Item 1.01.

Entry into a Material Definitive Agreement.

 

On September 13, 2005, the Board of Directors of Denbury Resources Inc. (“Denbury”) approved an amendment to its 2004 Omnibus Stock and Incentive Plan (the “Plan”). The amendment provides that the vesting of the unvested portion of an award granted to the holder in the form of restricted shares will not accelerate as a result of that holder’s Separation (as defined) after attaining their Retirement Vesting Date (as defined) except to the extent, if any, such vesting is expressly provided for in the award. The Plan, as amended, is attached hereto as Exhibit 10.1.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits.

 

(a)

Financial Statements of Businesses Acquired.

 

Not applicable.

 

(b)

Pro Forma Financial Information.

 

Not applicable.

 

(c)

Exhibits.

 

10.1     2004 Omnibus Stock and Incentive Plan, as amended on September 13,                                        2005.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

DENBURY RESOURCES INC.

 

 

Date:

September 19, 2005

/s/ Phil Rykhoek

 

 

Phil Rykhoek,

 

 

Senior Vice President & Chief Financial Officer

 

 

 

 

 

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