þ | Annual report pursuant to section 15(d) of the Securities Exchange Act of 1934 |
o | Transition report pursuant to section 15(d) of the Securities Exchange Act of 1934 |
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
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Financial Statements: |
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Consent of
Independent Registered Public Accounting Firm |
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EX-23 |
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December 31, | ||||||||
2010 | 2009 | |||||||
Assets cash |
$ | 5,156 | $ | 575 | ||||
Plan assets |
$ | 5,156 | $ | 575 | ||||
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Year Ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
Additions: |
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Employee contributions, net |
$ | 4,688,107 | $ | 4,191,542 | $ | 3,575,144 | ||||||
Employer contributions |
3,513,780 | 3,146,031 | 2,681,559 | |||||||||
Total additions |
8,201,887 | 7,337,573 | 6,256,703 | |||||||||
Deductions: |
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Purchases of Denbury
Resources Inc. common stock
allocated to plan
participants |
8,197,306 | 7,341,550 | 6,261,654 | |||||||||
Increase (decrease) in plan assets |
4,581 | (3,977 | ) | (4,951 | ) | |||||||
Plan assets: |
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Beginning of period |
575 | 4,552 | 9,503 | |||||||||
End of period |
$ | 5,156 | $ | 575 | $ | 4,552 | ||||||
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1. | Plan Description | |
The following description of the Denbury Resources Inc. Employee Stock Purchase Plan (Plan) provides only general information. Participants should refer to the Plan prospectus for a more complete description of the Plans provisions. | ||
General | ||
The Plan is an employee stock purchase plan that allows participants to purchase shares of common stock (Stock) of Denbury Resources Inc. (the Company). The Plans year ends on December 31 and is divided into four three-month periods (Offering Periods) for the purposes of stock offerings under the Plan. The Offering Periods begin on the first day of each January, April, July and October. | ||
The Plan covers substantially all full-time employees of the Company, who are employed on or before the first day of the Offering Period. Eligible employees not yet participating in the Plan may enroll in the Plan at any time, but their election will only become active at the beginning of the next Offering Period. Once an election is made, the participant will automatically participate in all subsequent Offering Periods, unless the participant makes a new election or withdraws from an Offering Period or from the Plan in accordance with the procedures set forth in the Plan prospectus. An employee who elects not to continue participation in the Plan must wait for a period of six months before participating again. | ||
The Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, nor is it qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (Code). | ||
Contributions and Stock Purchases | ||
The participants may elect to contribute from 1% to 10%, in 1% increments, of their base salary to the Plan either by payroll deductions or by making a cash payment prior to the end of each Offering Period. At the end of each Offering Period, the Company contributes an amount equal to 75% of the individual participants contributions and uses the combined funds to purchase and issue shares of the Companys Stock into the account of the participant. The number of shares is calculated by using the market price of the Companys Stock at the end of the applicable Offering Period. The market price is defined as the average closing price on the New York Stock Exchange for the ten trading days prior to the issue date. In addition, the Company pays the income tax on the Companys matching portion on behalf of employees who earn below a certain salary threshold. |
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Shares purchased by the participants are immediately distributed in the name of each participant at the end of each Offering Period. The shares issued have all rights of ownership such as voting and dividend rights, but the Plan requires that the participant retain the shares for one year after issuance before the shares may be sold or transferred. For convenience, each participants shares are initially issued into their account at American Stock Transfer, the Companys transfer agent. | ||
If an employee is terminated for any reason prior to the end of the Offering Period or makes an election to withdraw during the Offering Period, any contributions made by such employee during the Offering Period are refunded, without interest, and such employee does not receive the Companys matching contribution. Such refunds are included in Employee contributions, net on the accompanying Statements of Changes in Plan Assets. | ||
As the shares are fully vested upon issuance, there are no provisions for a change of control in the Plan. | ||
The maximum number of shares of the Companys Stock available for sale under the Plan is 8,900,000, of which 7,944,287 shares have been purchased by and distributed to participants as of December 31, 2010. Participants of the Plan purchased 491,629; 485,176; and 346,805 shares of the Companys Stock during the years ended December 31, 2010; 2009; and 2008, respectively. As of December 31, 2010, there were 955,713 authorized shares of the Companys Stock remaining to be issued under the Plan. | ||
Fractional shares of the Companys Stock are not purchased and distributed to participants. Cash held by the Plan represents participant funds which were not sufficient to purchase a whole share of the Companys Stock. This cash is combined with contributions in future Offering Periods, and whole shares are purchased under the provisions of the Plan when sufficient funds are accumulated. | ||
Plan Amendments | ||
On May 13, 2009, the stockholders of the Company approved an amendment to the Plan to increase the maximum number of shares of Stock that may be issued under the Plan from 7,400,000 shares to 8,900,000 shares. The Plan was also amended to extend the life of the Plan by five years, from August 2010 to August 2015. | ||
Plan Administration | ||
The Plan is administered by the Compensation Committee of the Companys Board of Directors. | ||
Administrative Expenses | ||
All expenses for Plan administration are paid by the Company and are not reflected in the financial statements of the Plan. If shares purchased under the Plan are subsequently sold by the participant, the participant is responsible for all fees, commissions and other costs incurred in such transactions. |
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2. | Summary of Significant Accounting Policies | |
Basis of Accounting | ||
The accompanying financial statements of the Plan are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP). | ||
Use of Estimates | ||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures. Accordingly, actual results may differ from those estimates. | ||
Participants Accounts | ||
Assets in participants accounts, although provided for by the Plan as a convenience to the participants, are not included in the assets of the Plan as the Plan does not retain any ownership or have any rights to the shares once they are issued. As a result, participants sales of shares are not included in the Plans Statements of Changes in Plan Assets. |
3. | Tax Status | |
The Plan does not fulfill the requirements of an employee stock purchase plan as defined in Section 423 of the Code. As such, the Plan is not required to file income tax returns or pay income taxes. Contributions made to the Plan by the employer on behalf of the participants are taxable to the participant as ordinary income. Upon the disposition of the shares by the participant, the participant will generally be subject to tax for any appreciation in the share value. |
4. | Termination of the Plan | |
Although it has not expressed any intent to do so, the Board of Directors of the Company has the right, subject to certain restrictions under the Plan, to amend or terminate the Plan at any time. The Plan will, unless amended by the Board of Directors, terminate at the earlier to occur of August 9, 2015 or the date on which all shares available for issuance under the Plan have been sold pursuant to the purchase rights exercised under the Plan. Upon termination of the Plan, any cash held by the Plan will be refunded, without interest, to the participants who originally contributed the funds. |
5. | Cash | |
The Plans cash is maintained by the Company on behalf of the Plan. The cash is non-interest-bearing. |
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Date: March 31, 2011 | Denbury Resources Inc. Employee Stock Purchase Plan |
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/s/ Gregory L. McMichael | ||||
Gregory L. McMichael, Chairman of the | ||||
Compensation Committee | ||||
/s/ Michael B. Decker | ||||
Michael B. Decker, a member of the | ||||
Compensation Committee | ||||
/s/ Wieland F. Wettstein | ||||
Wieland F. Wettstein, a member of the | ||||
Compensation Committee |
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