sv8
As filed with the Securities and Exchange Commission on June 30, 2011
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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5320 Legacy Drive
Plano, Texas
(Address of principal executive offices)
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75024
(Zip Code) |
DENBURY RESOURCES INC. EMPLOYEE STOCK PURCHASE PLAN
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Mark C. Allen
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Copy to: |
Senior Vice President and Chief Financial Officer
Denbury Resources Inc.
5320 Legacy Drive
Plano, Texas 75024
(972) 673-2000
(Name, address and telephone number
including area code of agent for service)
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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.
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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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(1) |
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Registered (2)(3) |
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per Share(4)(5) |
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Offering Price(4)(5) |
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Registration Fee |
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Common Stock, $.001 par value |
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1,000,000 |
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$ |
18.65 |
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$ |
18,650,000 |
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2,165.26 |
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the Employee Stock Purchase Plan described herein.
(2) Pursuant to Rule 416, this Registration Statement is deemed to include additional shares
of Common Stock issuable under the terms of the Employee Stock Purchase Plan to prevent dilution
resulting from any future stock split, stock dividend or similar transaction.
(3) The securities to be registered are 1,000,000 additional shares reserved for issuance
under the Registrants Employee Stock Purchase Plan.
(4) Estimated solely for the purpose of calculating the registration fee.
(5) Calculated pursuant to Rule 457(c) and (h)(1). Accordingly, the price per share of Common
Stock offered hereunder pursuant to the Employee Stock Purchase Plan is the price per share of
$18.65, which is the average of the highest and lowest selling price per share of Common Stock by
the New York Stock Exchange on June 27, 2011.
TABLE OF CONTENTS
EXPLANATORY NOTE
By this registration statement, Denbury Resources Inc. (the Company or we or our) is
registering an additional 1,000,000 shares of its common stock issuable under its Employee Stock
Purchase Plan. The Company is also filing an amended 2004 Omnibus Stock and Incentive Plan (the
Omnibus Plan) and an amendment to its Director
Compensation Plan (the Director Plan). The contents
of the following prior registration statements are incorporated by reference into this registration
statement pursuant to General Instruction E of Form S-8: Registration Nos. 333-1006, 333-70485,
333-39218, 333-39224, 333-90398, 333-160178 and 333-143848.
The Omnibus Plan is being filed herewith to correct a typographical error with regard to the
number of shares that may be issued thereunder both with respect to restricted stock that vests and
performance awards and to reflect subsequent amendments. The Omnibus Plan was previously filed on
May 25, 2010 as an exhibit to a Form 8-K following stockholder approval of an increase in the
number of shares available under the Omnibus Plan.
The
Director Plan, last filed on June 16, 2005 as an exhibit to Form S-8, is being filed to
reflect an extension of the expiration date previously approved by the Companys board of directors
in February 2009, extending the term of the Director Plan to July 1, 2015 and an increase in shares
available under the Director Plan due to stock splits.
Documents Incorporated by Reference
Any
reports filed by us with the Securities and Exchange Commission (SEC) after the date of this
Registration Statement and before the date that the offering of the securities by means of this
Registration Statement is terminated will automatically update and, where applicable, supersede any
information contained in this Registration Statement or incorporated by reference in this
Registration Statement. We incorporate by reference (excluding any information furnished pursuant
to Items 2.02 or 7.01 of any report on Form 8-K) the documents listed below and any future filings
made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all the securities covered by this prospectus:
1. Our Annual Report on Form 10-K for the year ended December 31, 2010 filed on March 1, 2011, and
amended on Form 10-K/A as filed on March 31, 2011;
2. Our Annual Report on Form 11-K for the year ended December 31, 2010 filed on March 31, 2011;
3. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 filed May 10, 2011; and
4. Our Current Reports on Form 8-K (excluding any information furnished pursuant to Items 2.02 or
7.01 of any report on Form 8-K) filed on: February 3, 2011; February 3, 2011; February 7, 2011,
February 22, 2011; March 24, 2011; May 10, 2011; May 20, 2011; May 20, 2011; and June 21, 2011.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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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Document Description |
4.1
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Amendment to Employee Stock
Purchase Plan (Updated as of May 18, 2011) |
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4.2
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2004 Omnibus Stock and Incentive Plan (Updated as of December 29, 2010) |
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4.3
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Amendment to Director Compensation Plan (Updated as of June 29, 2011) |
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5
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Opinion of Baker & Hostetler LLP |
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23.1
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Consent of PricewaterhouseCoopers LLP |
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23.2
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Consent of Baker & Hostetler LLP (included in Opinion filed as Exhibit 5 hereto) |
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24.1
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Power of Attorney (included on the signature page of this registration statement). |
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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 29, 2011.
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Denbury Resources Inc.
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By: |
/s/ Mark C. Allen
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Mark C. Allen |
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Senior Vice President and Chief
Financial Officer |
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below hereby
constitutes and appoints Phil Rykhoek, Mark C. Allen and Alan Rhoades, 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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June 29, 2011 |
/s/ Phil Rykhoek
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Phil Rykhoek |
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Director and Chief Executive Officer
(Principal Executive Officer) |
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June 29, 2011 |
/s/ Mark C. Allen
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Mark C. Allen |
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Senior Vice President and Chief Financial
Officer
(Principal Financial Officer) |
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June 29, 2011 |
/s/ Alan Rhoades
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Alan Rhoades |
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Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
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June 29, 2011 |
/s/ Wieland F. Wettstein
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Wieland F. Wettstein |
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Chairman of the Board |
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June 29, 2011 |
/s/ Michael L. Beatty
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Michael L. Beatty |
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Director |
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June 29, 2011 |
/s/ Michael B. Decker
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Michael B. Decker |
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Director |
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June 29, 2011 |
/s/ Ronald G. Greene
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Ronald G. Greene |
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Director |
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June 29, 2011 |
/s/ David I. Heather
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David I. Heather |
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Director |
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June 29, 2011 |
/s/ Gregory L. McMichael
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Gregory L. McMichael |
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Director |
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June 29, 2011 |
/s/ Gareth Roberts
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Gareth Roberts |
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Director |
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June 29, 2011 |
/s/ Randy Stein
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Randy Stein |
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Director |
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5
INDEX TO EXHIBITS
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Exhibit |
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Number |
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Document Description |
4.1
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Amendment to Employee Stock
Purchase Plan (Updated as of May 18, 2011) |
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4.2
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2004 Omnibus Stock and Incentive Plan (Updated as of December 29, 2010) |
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4.3
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Amendment to Director Compensation Plan (Updated as of June 29, 2011) |
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5
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Opinion of Baker & Hostetler LLP |
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23.1
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Consent of PricewaterhouseCoopers LLP |
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