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 EVENT REPORTED): NOVEMBER 21, 2002
DENBURY RESOURCES INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction
of incorporation or organization)
1-12935 75-2815171
(Commission File Number) (I.R.S. Employer
Identification No.)
5100 TENNYSON PARKWAY
SUITE 3000
PLANO, TEXAS 75024
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (972) 673-2000
ITEM 5. OTHER EVENTS.
On November 21, 2002, Denbury Resources Inc. and affiliates of the Texas
Pacific Group ("TPG") entered into an Underwriting Agreement with Lehman
Brothers Inc., CIBC World Markets Corp., Raymond James and Associates, Inc. and
Johnson Rice & Associates, L.L.C. (the "Underwriters"), pursuant to which TPG is
to sell to the Underwriters an aggregate of 7.0 million shares of Denbury's
common stock, with a public offering price of $10.00 per share, which shares
represent approximately 25.7% of the shares of Denbury common stock owned by
TPG. Additionally, TPG has granted to the Underwriters a 30-day option to
purchase up to an additional 500,000 shares to cover over-allotments, if any.
Denbury will not receive any of the proceeds from the sale of shares by TPG and
this offering will not affect the number of Denbury shares issued and
outstanding.
Upon closing, TPG's ownership of Denbury's issued and outstanding common
shares will drop from approximately 51% to approximately 38%. Representatives of
TPG currently hold four of nine seats on Denbury's board of directors. No
immediate plans have been made, nor do any arrangements exist, regarding whether
or not representatives of TPG will continue to occupy four board seats. While
TPG will have less than 50% of Denbury stock following this offering, they will
still be Denbury's largest single stockholder and will still control such a
large portion of Denbury stock that their effective control may not be
diminished.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit No. Exhibit
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1.1 Underwriting Agreement dated November 21, 2002.
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: November 22, 2002 By: /s/ Phil Rykhoek
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Phil Rykhoek
Chief Financial Officer