As filed with the Securities and Exchange Commission on December 30, 2003 Registration No. 333-39224 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DENBURY RESOURCES INC. (Exact name of Registrant as specified in its charter) Delaware 20-0467835 (State of Incorporation) (I.R.S. Employer Identification No.) Denbury Resources Inc. Plano, Texas 75024 (Address of Principal Executive Offices) (Zip Code) DENBURY RESOURCES INC. EMPLOYEE STOCK PURCHASE PLAN (Full Title of the Plan) Phil Rykhoek, Chief Financial Officer 5100 Tennyson Parkway, Suite 3000 Plano, Texas 75024 (972) 673-2000 (Name, adress and telephone number, including area code, of agent for service) Copies to: Donald W. Brodsky Jenkens & Gilchrist A Professional Corporation 1401 McKinney Street, Suite 2700 Houston, Texas 77010 (713) 951-3300 POST-EFFECTIVE AMENDMENT NO. 1 This Post-Effective Amendment No. 1 to Registration Statement 333-39224 on Form S-8 is being filed to indicate that the offering of shares pursuant to this registration statement is terminated without any shares being offered or sold hereunder. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of 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, State of Texas, on this 29th day of December, 2003. DENBURY RESOURCES INC. /s/ Phil Rykhoek ------------------------------------ Phil Rykhoek Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signatures Title Date ---------- ----- ---- /s/ Ronald G. Greene* Chairman of the Board of Directors December 29, 2003 - ----------------------------------------- Ronald G. Greene /s/ Gareth Roberts* Chief Executive Officer and President December 29, 2003 - ----------------------------------------- (Principal Executive Officer) Gareth Roberts /s/ Phil Rykoek Senior Vice President and Chief Financial December 29, 2003 - ----------------------------------------- Officer Phil Rykhoek (Principal Financial Officer) /s/ Mark Allen Vice President and Chief Accounting Officer December 29, 2003 - ----------------------------------------- (Principal Accounting Officer) Mark Allen /s/ David I. Heather* Director December 29, 2003 - ----------------------------------------- David I. Heather /s/ David B. Miller Director December 29, 2003 - ----------------------------------------- David B. Miller /s/ Wieland F. Wettstein* Director December 29, 2003 - ----------------------------------------- Wieland F. Wettstein *By /s/ Phil Rykhoek ----------------------------------- Phil Rykhoek *Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement 2