As filed with the Securities and Exchange Commission on June 4, 1998
Registration No. - 333-__________
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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 plan)
------------------------------------------
Phil Rykhoek Copy to:
Chief Financial Officer Donald Brodsky
Denbury Resources Inc. Karen Bryant
17304 Preston Road, Suite 200 Jenkens & Gilchrist,
Dallas, Texas 75252 A Professional Corporation
(972) 673-2000 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 Amount Offering Price Aggregate Amount of
Securities to be to be 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 886,306 $16.75 $ 14,847,892 $ 4,499.36
================= ================ ============== ============== =============
<FN>
(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 Plan
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 Plan is a
weighted average price based on (i) 640,468 shares of Common Shares
reserved for issuance under the Plan and that are not currently subject
to outstanding stock options, at a price per share of $16.22, which is
the average of the highest and lowest selling price per share of Common
Shares by the New York Stock Exchange on May 28, 1998; and (ii) 245,838
of Common Shares reserved for issuance under the Plan and subject to
stock options already granted thereunder and outstanding as of June 1,
1998 at an average exercise price of $18.14.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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 plan are effective, Denbury Resources Inc.
(the "Company") hereby incorporates herein the contents of its earlier
Registration Statements (Registration No. 333-1006 and No. 333-27995) 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 June 4, 1998:
Denbury Resources Inc.
By: /s/ Phil Rykhoek
-----------------------------------
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 June 4, 1998
- --------------------- Directors
Ronald G. Greene
/s/ Gareth Roberts President and Chief Executive June 4, 1998
- --------------------- Officer and Director
Gareth Roberts (Principal Executive Officer)
/s/ Phil Rykhoek Chief Financial Officer and June 4, 1998
- --------------------- Secretary
Phil Rykhoek (Principal Financial Officer)
/s/ Bobby Bishop Controller and Chief Accounting June 4, 1998
- --------------------- Officer
Bobby Bishop (Principal Accounting Officer)
/s/ Wilmot L. Matthews Director June 4, 1998
- ----------------------
Wilmot L. Matthews
/s/ Wieland F. Wettstein Director June 4, 1998
- ----------------------
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 2,243,525 Common Shares to
3,129,831 Common Shares.
5
EXHIBIT 5
[BURNET, DUCKWORTH & PALMER LETTERHEAD]
June 3, 1998
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
886,306 Common Shares, which increase was approved by an ordinary resolution of
the shareholders of the Corporation at a meeting of shareholders held on May 19,
1998.
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 886,306 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;
6
<PAGE>
iv. the Plan; and
v. such other documents and instruments as we have deemed
necessary for the expression of the opinions herein contained.
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 886,306 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 report dated February 27, 1998,
incorporated by reference in the Annual Report on Form 10-K of Denbury Resources
Inc. for the year ended December 31, 1997 and of our report dated February 27,
1998, relating to the financial statement schedule appearing in the Annual
Report on Form 10-K of Denbury Resources Inc. for the year ended December 31,
1997.
Deloitte & Touche
Calgary, Alberta
June 2, 1998
8
