DENBURY RESOURCES INC
8-K, 1997-12-17
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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 evenDecember 16, 1997



                             DENBURY RESOURCES INC.
             (Exact name of Registrant as specified in its charter)




                                     Canada
                                 (State or other
                                  jurisdiction
                               of incorporation or
                                  organization)

        33-93722                                    Not applicable
    (Commission File                               (I.R.S. Employer
        Number)                                   Identification No.)


   17304 Preston Road
        Suite 200
       Dallas, TX                                       75252
  (Address of principal                               (Zip code)
   executive offices)



 Registrant's telephone number, including area code: (972)713-3000 




<PAGE>



 Item 5.

     On  December 9, 1997,  the Board of  Directors  of the Company  elected Mr.
Wilmot L.  Matthews,  age 61, of Toronto,  Ontario to the Board of  Directors to
fill a vacancy  created by the resignation of a director in August of 1996 for a
current term ending at the next annual general  meeting of the  shareholders  in
May, 1998. Mr.  Matthews has been involved in all aspects of investment  banking
by serving in various  positions with the investment  firm of Nesbitt Burns Inc.
in Canada  and its  predecessor  companies  from 1964  until his  retirement  in
September,  1996,  most recently as Vice Chairman and Director.  Mr. Matthews is
currently  President  of Marjad  Inc.,  a personal  investment  company and also
serves on the board of directors of Renaissance  Energy Ltd. and several private
companies.



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<PAGE>


                                   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.
                                                   (Registrant)


  DATE: December 16, 1997                   By:  /s/ Phil Rykhoek
                                               ---------------------------
                                                  Phil Rykhoek
                                              Chief Financial Officer

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