As filed with the Securities and Exchange Commission on June 11, 2010

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)

Delaware		20-0467835
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
5100 Tennyson Parkway, Suite 1200		75024
Plano, Texas		(Zip Code)
(Address of principal executive offices)

2004 omnibus stock and incentive plan

(Full title of the plans)

Phil Rykhoek		Copy to:
Chief Executive 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)		Donald Brodsky Judy Gechman Baker Hostetler LLP 1000 Louisiana, Suite 2000 Houston, Texas 77002 (713) 751-1600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Proposed

Proposed

Amount

maximum

maximum

Title 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

Common Stock, $.001 par value

8,000,000

$

15.46

$

123,680,000

$

8,818.38

 

 

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, including any amendments thereto (Registration Nos. 333-116249, 333-143848 and 333-160178), by this reference and hereby deems such contents to be a part hereof, except as otherwise updated or modified in this filing.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit No.		Description
4.1		2004 Omnibus Stock and Incentive Plan (Updated as of May 19, 2010) (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed May 25, 2010).
5.1*		Opinion of Baker & Hostetler LLP.
23.1*		Consent of PricewaterhouseCoopers LLP.
23.3*		Consent of Baker & Hostetler LLP (included in Opinion filed as Exhibit 5.1 hereto).
24.1*		Power of Attorney (included on the signature page of this registration statement).

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-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, State of Texas, on June 11, 2010.

Each person whose signature appears below hereby constitutes and appoints Phil Rykhoek and Mark C. Allen, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including, without limitation, post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signatures		Title		Date
/s/ Phil Rykhoek   Phil Rykhoek		Chief Executive Officer (Principal Executive Officer)		June 11, 2010
/s/ Mark C. Allen   Mark C. Allen		Senior Vice President and Chief Financial Officer (Principal Financial Officer)		June 11, 2010
/s/ Alan Rhoades   Alan Rhoades		Vice President — Accounting (Principal Accounting Officer)		June 11, 2010
/s/ Gareth Roberts		Co-Chairman of the Board of Directors		June 11, 2010
Gareth Roberts
/s/ Wieland Wettstein		Co-Chairman of the Board of Directors		June 11, 2010
Wieland Wettstein
/s/ Michael L. Beatty		Director		June 11, 2010
Michael L. Beatty
/s/ Michael B. Decker		Director		June 11, 2010
Michael B. Decker
/s/ Ronald G. Greene		Director		June 11, 2010
Ronald G. Greene

Signatures		Title		Date
/s/ David I. Heather		Director		June 11, 2010
David I. Heather
		Director		June 11, 2010
Greg McMichael
/s/ Randy Stein		Director		June 11, 2010
Randy Stein

EXHIBIT INDEX

Exhibit No.		Description
5.1		Opinion of Baker & Hostetler LLP.
23.1		Consent of PricewaterhouseCoopers LLP.