As filed with the Securities and Exchange Commission on January 12, 1999
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
DENBURY RESOURCES INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
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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, par
value 2,515,756 $ 4.768 $ 11,996,000 $ 3,335.00
===================== =============== ============== ============= ============
<FN>
(1)The securities to be registered are 2,015,756 additional shares reserved
for issuance under the Registrant's Stock Option Plan and 500,000
additional shares reserved for issuance under the Registrant's Employee
Stock Purchase Plan (collectively the "Plans").
(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) 1,493,957 shares of Common Shares
reserved for issuance under the Plans and that are not currently subject
to outstanding stock options, at a price per share of $5.125, which is the
average of the highest and lowest selling price per share of Common Shares
by the New York Stock Exchange on January 5, 1999; and (ii) 999,275 of
Common Shares reserved for issuance under the Stock Option Plan and
subject to stock options already granted thereunder and outstanding as of
January 7, 1999 at an average exercise price of $4.24 and 22,524 of Common
Shares reserved for issuance under the Stock Purchase Plan at an average
exercise price of $4.27.
</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 plans are effective, Denbury Resources
Inc. (the "Company") hereby incorporates herein the contents of its earlier
Registration Statements (Registration No. 333-1006, No. 333-27995 and No.
333-55999) 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
4.1 Amendment to Denbury Resources Inc. Stock Option Plan
4.2 Amendment to Denbury Resources Inc. Employee Stock Purchase Plan
5 Opinion of Burnet, Duckworth & Palmer
23 Consent of Deloitte & Touche LLP
1
<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 January 12, 1999:
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 January 12, 1999
- --------------------- Directors
Ronald G. Greene
/s/ Gareth Roberts President and Chief Executive January 12, 1999
- --------------------- Officer and Director
Gareth Roberts (Principal Executive Officer)
/s/ Phil Rykhoek Chief Financial Officer and January 12, 1999
- --------------------- Secretary
Phil Rykhoek (Principal Financial Officer)
/s/ Bobby Bishop Controller and Chief Accounting January 12, 1999
- --------------------- Officer
Bobby Bishop (Principal Accounting Officer)
/s/ Wilmot L. Matthews Director January 12, 1999
- ---------------------
Wilmot L. Matthews
/s/ Wieland F. Wettstein Director January 12, 1999
- ---------------------
Wieland F. Wettstein
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Document Description
4.1 Amendment to Denbury Resources Inc. Stock Option Plan
4.2 Amendment to Denbury Resources Inc. Employee Stock Purchase Plan
5 Opinion of Burnet, Duckworth & Palmer
23 Consent of Deloitte & Touche LLP
4
EXHIBIT 4.1
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, subject to shareholder approval,
from 3,129,831 Common Shares to 5,145,587 Common Shares.
5
EXHIBIT 4.2
Amendment to the Employee Stock Purchase Plan
1) Section 13 (a) of the plan has been amended, subject to shareholder
approval, such that the maximum number of shares of the Company's Common
Stock which shall be available for sale under the Plan shall be
increased from 250,000 shares to 750,000 shares.
6
EXHIBIT 5
January 12, 1998
Denbury Resources Inc.
17304 Preston Road, Suite 200
DALLAS TX USA 75252
Attention: Mr. Phil Rykhoek
Dear Sirs:
Re: Denbury Resources Inc. -- Amendments to Stock Option Plan and Employee
Stock Purchase Plan
- ------------------------------------------------------------------------------
We have acted as counsel to Denbury Resources Inc., a Canadian corporation (the
"Corporation") in connection with:
i. the amendment to the stock option plan of the Corporation made effective
August 9, 1995, as amended (the "Stock Option Plan"), pursuant to which the
"Common Share Maximum" under the Stock Option Plan, was increased, subject
to shareholder and regulatory approval by 2,015,756 common shares ("Common
Shares") of the Corporation; and
ii. the amendment to section 13(a) of the employee stock purchase plan of the
Corporation effective February 1, 1996 (the "Employee Stock Purchase Plan")
pursuant to which the maximum number of Common Shares of the Corporation
available for sale under the Employee Stock Purchase Plan was, subject to
shareholder and regulatory approval, increased from 250,000 Common Shares
to 750,000 Common Shares.
In connection therewith, we have reviewed a Registration Statement on Form S-8
(the "Registration Statement") relating to the registration under the United
States Securities Act of 1933, as amended (the "Act") of an aggregate 2,515,756
additional Common Shares of the Corporation, of which, an aggregate 2,015,756
additional Common Shares are reserved for issuance under the Stock Option Plan
and 500,000 additional Common Shares are reserved for issuance under the
Employee Stock Purchase Plan, (collectively the "Plans"), which Registration
Statement 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
the amendments to the Plans.
For the purposes of our opinion, we have examined:
1) the Articles of Continuance and the By-laws of the Corporation,
in each case, as amended to date;
2) copies of resolutions of the board of directors of the
Corporation authorizing the increase in the number of Common
Shares of the Corporation issuable pursuant to the Plans and
matters related thereto;
7
<PAGE>
3) the Registration Statement under the Act;
4) the Plans; and
5) 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.
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 aggregate 2,515,756 additional Common Shares issuable pursuant to the Plans,
representing 2,015,756 additional Common Shares reserved for issuance under the
Stock Option Plan and 500,000 additional Common Shares reserved for issuance
under the Employee Stock Purchase Plan will, when issued in accordance with the
terms and conditions of such Plans, 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
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 or
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.
Yours very truly,
BURNET, DUCKWORTH & PALMER
/s/ Chris von Vegesack
8
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, on
the consolidated financial statements of Denbury Resources Inc., 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 LLP
Calgary, Alberta
January 12, 1999
9
