As filed with the Securities and Exchange Commission on May 29, 1997
Registration No. -_____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DENBURY RESOURCES INC.
(Exact name of registrant as specified in its charter)
Canada Not applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17304 Preston Road, Suite 200
Dallas, Texas 75252
(Address of principal executive offices) (Zip Code)
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DENBURY RESOURCES INC. STOCK OPTION PLAN
(Full title of the plans)
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Phil Rykhoek Copy to:
Chief Financial Officer Donald Brodsky
Denbury Resources Inc. Deidre Treadwell
17304 Preston Road, Suite 200 Jenkens & Gilchrist,
Dallas, Texas 75252 A Professional Corporation
(972) 713-3000 1100 Louisiana, Suite 1800
(Name, address and telephone number Houston, Texas 77002
including area code of agent for service) (713) 951-3300
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Class of Offering Aggregate Amount of
Securities to be Amount to be Price per Offering Registration
Registered Registered (1)(2) Share (3)(4) Price (3)(4) Fee (4)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
No par value 1,193,525 $13.35 $15,933,559 $4,828.35
================= ================= =============== ============== ============
</TABLE>
(1) The securities to be registered are additional shares reserved for
issuance under the Registrant's Stock Option Plan (the "Plan").
(2) Pursuant to Rule 416, this Registration Statement is deemed to include
additional shares of Common Shares 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 the Common Shares offered hereunder pursuant to the Plans is a weighted
average price based on (i) 308,525 shares of Common Shares originally reserved
for issuance under the Plans and that are not currently subject to outstanding
stock options, at a price per share of $15.25, which is the average of the
highest and lowest selling price per share of Common Shares by the New York
Stock Exchange on May 23, 1997; and (ii) 885,000 of Common Shares reserved for
issuance under the Stock Option Plan and subject to stock options already
granted thereunder and outstanding as of May 28, 1997 at an average exercise
price of $12.69.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 a Registration Statement on Form
S-8 relating to the same employee benefit plan is effective, Denbury Resources
Inc. (the "Company") hereby incorporates herein the contents of its earlier
Registration Statement (Registration No. 333-1006) by this reference and hereby
deems such contents to be a part hereof, except as otherwise updated or modified
in this filing as noted herein.
Item 8. Exhibits.
(a) Exhibits.
The following documents are filed as a part of this registration
statement.
Exhibit
Number Document Description
4 Amendment to Denbury Resources Inc. Stock Option Plan
5 Opinion of Burnet, Duckworth & Palmer.
23 Consent of Deloitte & Touche.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Dallas, Texas, on May 29, 1997:
Denbury Resources Inc.
By: /s/ Phil Rykhoek
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Phil Rykhoek
Chief Financial Officer and Secretary
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, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
/s/ Ronald G. Greene Chairman of the Board of Directors May 29, 1997
- ------------------------
Ronald G. Greene
/s/ Gareth Roberts President and Chief Executive May 29, 1997
- ------------------------ Officer and Director
Gareth Roberts (Principal Executive Officer)
/s/ Phil Rykhoek Chief Financial Officer and May 29, 1997
- ------------------------ Secretary
Phil Rykhoek (Principal Financial Officer)
/s/ David M. Stanton Director May 29, 1997
- ------------------------
David M. Stanton
/s/ Wieland F. Wettstein Director May 29, 1997
- ------------------------
Wieland F. Wettstein
3
<PAGE>
INDEX TO EXHIBITS
Sequential
Exhibit Page
Number Document Description Number
4 Amendment to Denbury Resources Inc. Stock Option Plan 5
5 Opinion of Burnet, Duckworth & Palmer. 6
23 Consent of Deloitte & Touche. 8
4
EXHIBIT 4
Amendment to the Stock Option Plan
1) The definition of the Common Share Maximum as defined in Section 4(a)
of the Stock Option Plan has been amended from 1,050,000 Common Shares
to 2,243,525 Common Shares.
2) Section 7 "Vesting of Stock Options" has been amended to read:
Stock Options will vest on the date (the "Vesting Date") the Optionee
becomes entitled to exercise that portion of the granted Stock Option
and purchase that portion of the Common Shares as determined by a
vesting schedule. This vesting schedule will be determined by the Board
of Directors of the Corporation, and modified from time to time, in
their sole discretion. Unless modified by the Board of Directors, 25%
of a Stock Option shall vest one year from the date the Stock Option is
granted (the "Grant Date") and an additional 25% of the Stock Option
shall vest on each successive anniversary of the Grant Date until the
Stock Option is fully vested.
5
EXHIBIT 5
[BURNET, DUCKWORTH & PALMER LETTERHEAD]
May 29, 1997
Denbury Resources Inc.
17304 Preston Rd., Suite 200
Dallas, TX 75252
Dear Sirs:
Re: Denbury Resources Inc. - Amendment to Stock Option Plan
We have acted as counsel to Denbury Resources Inc., a Canadian corporation
(the "Corporation"), in connection with the amendment to the stock option plan
of the Corporation made effective August 9, 1995, as amended (the "Plan"),
pursuant to which the "Common Share Maximum" under the Plan, was increased by
1,193,525 Common Shares, which increase was approved by an ordinary resolution
of the shareholders of the Corporation at a meeting of shareholders held on May
21, 1997.
In connection therewith, we have reviewed a Registration Statement on Form
S-8 relating to the registration under the United States Securities Act of 1933,
as amended (the "Act") of the additional 1,193,525 Common Shares issuable under
the Plan, which is being filed this date with the United States Securities and
Exchange Commission, and we are familiar with all corporate and shareholder
proceedings taken to date in connection with the authorization and approval of
and amendment to the Plan.
For the purposes of our opinion, we have examined:
i. the Articles of Continuance and the By-laws of the
Corporation, in each case, as amended to date;
ii. copies of resolutions of the board of directors and
shareholders of the Corporation authorizing the increase in
the "Common Share Maximum" and matters related thereto;
iii. the Form S-8 Registration Statement under the Act;
iv. the Plan; and
v. such other documents and instruments as we have deemed
necessary for the expression of the opinions herein contained.
6
<PAGE>
In conducting the foregoing examinations, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as certified or photostatic copies. As to questions of fact material to
this opinion, we have relied upon documents, records and instruments furnished
to us by the corporation, without independent verification of their accuracy.
Unless otherwise defined herein, terms used and not defined herein, have the
meanings ascribed thereto in the Plan.
We are qualified to practice law in the Province of Alberta and our opinion
herein is restricted to the laws of the Province of Alberta and the federal laws
of Canada applicable therein.
Based, in reliance upon and subject to the foregoing, we are of the opinion
that the 1,193,525 Common Shares issuable pursuant to the Plan, representing the
additional Common Shares issuable under the Plan pursuant to the increase in the
"Common Share Maximum" under the Plan, will, when issued in accordance with the
terms and conditions of the plan, and upon receipt by the Corporation of payment
in full of the exercise price therefor, be validly issued as fully paid and
non-assessable Common Shares of the Corporation.
We hereby consent to the filing of this opinion as an exhibit to the Form
S-8 Registration Statement filed by Denbury Resources Inc. under the Act.
This opinion is being furnished for the sole benefit of the addressee
hereof and may not be relied upon or distributed to any other person or entity
or for any other purpose without our express written consent. This opinion is
given as at the date hereof and we disclaim any obligation or undertaking to
advise any person of any change in law or fact which may come to our attention
after the date hereof.
Your very truly,
Burnet, Duckworth & Palmer
7
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Denbury Resources Inc. on Form S-8 of our reports dated February 21, 1997,
appearing in the Annual Report on Form 10-K of Denbury Resources Inc. for the
year ended December 31, 1996.
Deloitte & Touche
Calgary, Alberta
May 29, 1997
8
