As filed with the Securities and Exchange Commission on December 30, 2003
Registration No. 333-27995
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. AMENDED AND RESTATED STOCK OPTION 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 333-27995 on
Form S-8 is being filed pursuant to Rule 414 under the Securities Act of 1933,
as amended (the "Securities Act"), to reflect the new holding company
organizational structure of Denbury Resources Inc. (the "Registrant"), effected
in accordance with Section 251(g) of the Delaware General Corporation Law (the
"DGCL") and the Registrant's status as the successor issuer to Denbury Resources
Inc. as it was constituted prior to the Merger (as defined below).
The holding company organizational structure was effected pursuant to an
Agreement and Plan of Merger to Form Holding Company (the "Merger Agreement")
among Denbury Resources Inc. as it was constituted prior to the effectuation of
the new holding company structure (the "Predecessor"), the Registrant, and
Denbury Onshore, LLC, a Delaware limited liability company and a wholly-owned
subsidiary of the Registrant ("Onshore"). The Merger Agreement provides for the
merger of the Predecessor into Onshore, with Onshore continuing as the surviving
entity and as a wholly-owned subsidiary of the Registrant (the "Merger"). The
Merger was consummated at 9:00 a.m. on December 29, 2003. Prior to the Merger,
the Registrant was a direct, wholly-owned subsidiary of the Predecessor
organized for the purpose of implementing the holding company organizational
structure. Pursuant to Section 251(g) of the DGCL, stockholder approval of the
Merger was not required. In connection with the Merger, the Registrant's name
was changed to "Denbury Resources Inc."
By virtue of the Merger, all of the Predecessor's outstanding capital stock
was converted, on a share for share basis, into capital stock of the Registrant.
As a result, each stockholder of the Predecessor became the owner of an
identical number of shares of capital stock of the Registrant. Additionally,
each treasury share of the Predecessor, including those reserved for issuance of
shares under the Employee Stock Purchase Plan of the Predecessor was
automatically converted into a treasury share of the Registrant. Also, each
outstanding option to purchase shares of the Predecessor's common stock under
the Predecessor's Amended and Restated Stock Option Plan and Director
Compensation Plan was automatically converted into an option to purchase, upon
the same terms and conditions, an identical number of shares of the Registrant's
common stock.
In accordance with Rule 414, the Registrant, as the successor issuer to the
Predecessor, hereby expressly adopts Registration Statement No. 333-27995 on
Form S-8 as its own for all purposes under the Securities Act and the Securities
Exchange Act of 1934, as amended. This Registration Statement pertains to the
Denbury Resources Inc. Amended and Restated Stock Option Plan. Registration fees
were paid at the time of filing the original Registration Statement.
2
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
(a) Exhibits
The following documents are filed as a part of this
registration statement.
Exhibit
Number Document Description
------------- --------------------------------------------------------------------------
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
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
3
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 Rykhoek 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/ Carrie A. Wheeler Director December 29, 2003
- -----------------------------------------
Carrie A. Wheeler
/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
4
INDEX TO EXHIBITS
Exhibit Document Description
Number
5 Opinion of Jenkens & Gilchrist, A Professional Corporation, regarding legality.
15 Letter from independent accountants as to unaudited interim financial
information
23 Consent of Deloitte & Touche LLP