As filed with the Securities and Exchange Commission on June 13, 2000
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)
Delaware 75-2815171
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5100 Tennyson Parkway, Suite 3000
Plano, Texas 75024
(Address of principal executive offices) (Zip Code)
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DENBURY RESOURCES INC. DIRECTOR COMPENSATION PLAN
(Full title of the plan)
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Phil Rykhoek Copy to:
Chief Financial Officer Donald Brodsky
Denbury Resources Inc. Deidre Shearer
5100 Tennyson Parkway, Suite 3000 Jenkens & Gilchrist,
Plano, Texas 75024 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 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 Stock, $.001
par value 100,000 $ 5.34 $ 534,000 $ 141
=================== =============== =========== ============ ============
<FN>
(1) The securities to be registered are 100,000 shares reserved for
issuance under the Registrant's Director Compensation Plan (the "Plan").
(2) Pursuant to Rule 416, this Registration Statement is deemed to include
additional shares of Common Stock 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 Common Stock offered hereunder pursuant to the Plan is the price per
share of $ 5.34, which is the average of the highest and lowest selling price
per share of Common Stock by the New York Stock Exchange on June 9, 2000.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The registrant hereby incorporates by reference in this Registration
Statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):
(1) the registrant's annual report on Form 10-K for the year ended
December 31, 1999 dated March 17, 2000;
(2) the registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 2000 dated May 10, 2000;
(3) the description of the Common Stock, $.001 par value, of the
registrant (the "Common Stock") set forth in the Registration Statement on
Form S-4, dated March 19, 1999, including any amendment or report filed for
the purpose of updating such description.
All documents filed by the registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware ("GCL")
permits indemnification of directors, officers, employees and agents of
corporations under certain conditions and subject to certain limitations.
Article Seven of the Company's By-Laws and Article IX of the Company's Articles
of Incorporation provide for indemnification of any director or officer or any
person serving in the same capacity in any other enterprise at the request of
the Company, under certain circumstances. Article Seven of the Company's By-Laws
eliminates the liability of directors of the Company under certain circumstances
for breaches of fiduciary duty to the Corporation and its stockholders.
In addition to the above provisions, the Company has also entered into an
indemnity agreement with its officers and directors, which, subject to the GCL,
sets forth the procedures by which a person may seek indemnity and clarifies the
situations in which a person may be entitled to indemnity by the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
(a) Exhibits.
The following documents are filed as a part of this registration
statement.
Exhibit
Number Document Description
-------- --------------------
4 Denbury Resources Inc. Director Compensation Plan
5 Opinion of Jenkens & Gilchrist, A Professional Corporation
15 Letter from independent accountants as to unaudited
condensed interim financial information.
23 Consent of Deloitte & Touche LLP
ITEM 9. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in
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<PAGE>
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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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 Plano, Texas, on June 13, 2000:
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 June 13, 2000
--------------------- Directors
Ronald G. Greene
/s/ Gareth Roberts President and Chief Executive June 13, 2000
------------------------ Officer and Director
Gareth Roberts (Principal Executive Officer)
/s/ Phil Rykhoek Chief Financial Officer and June 13, 2000
------------------------ Secretary (Principal Financial
Phil Rykhoek Officer)
/s/ Mark Allen Controller and Chief Accounting June 13, 2000
------------------------ Officer (Principal Accounting
Mark Allen Officer)
/s/ David I. Heather Director June 13, 2000
------------------------
David I. Heather
/s/ Wieland F. Wettstein Director June 13, 2000
------------------------
Wieland F. Wettstein
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INDEX TO EXHIBITS
Exhibit
Number Document Description
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4 Denbury Resources Inc. Director Compensation Plan
5 Opinion of Jenkens & Gilchrist, A Professional Corporation
15 Letter from independent accountants as to unaudited
condensed interim financial information.
23 Consent of Deloitte & Touche LLP
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