As filed with the Securities and Exchange Commission on June 4, 1998
Registration No. - 333-__________
------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------------------
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)
------------------------------------------
DENBURY RESOURCES INC. STOCK OPTION PLAN
(Full title of the plan)
------------------------------------------
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
--------------------------------------
CALCULATION OF REGISTRATION FEE
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)
- ----------------- ---------------- -------------- -------------- -------------
Common Shares, No
par value 886,306 $16.75 $ 14,847,892 $ 4,499.36
================= ================ ============== ============== =============
<FN>
(1)The securities to be registered are additional shares reserved for
issuance under the Registrant's Stock Option Plan (the "Plan").
(2)Pursuant to Rule 416, this Registration Statement is deemed to include
additional shares of Common Shares issuable under the terms of the Plan
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 Plan is a
weighted average price based on (i) 640,468 shares of Common Shares
reserved for issuance under the Plan and that are not currently subject
to outstanding stock options, at a price per share of $16.22, which is
the average of the highest and lowest selling price per share of Common
Shares by the New York Stock Exchange on May 28, 1998; and (ii) 245,838
of Common Shares reserved for issuance under the Plan and subject to
stock options already granted thereunder and outstanding as of June 1,
1998 at an average exercise price of $18.14.
</FN>
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 plan are effective, Denbury Resources Inc.
(the "Company") hereby incorporates herein the contents of its earlier
Registration Statements (Registration No. 333-1006 and No. 333-27995) 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 Amendment to Denbury Resources Inc. Stock Option Plan
5 Opinion of Burnet, Duckworth & Palmer.
23 Consent of Deloitte & Touche.
2
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 June 4, 1998:
Denbury Resources Inc.
By: /s/ Phil Rykhoek
-----------------------------------
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 4, 1998
- --------------------- Directors
Ronald G. Greene
/s/ Gareth Roberts President and Chief Executive June 4, 1998
- --------------------- Officer and Director
Gareth Roberts (Principal Executive Officer)
/s/ Phil Rykhoek Chief Financial Officer and June 4, 1998
- --------------------- Secretary
Phil Rykhoek (Principal Financial Officer)
/s/ Bobby Bishop Controller and Chief Accounting June 4, 1998
- --------------------- Officer
Bobby Bishop (Principal Accounting Officer)
/s/ Wilmot L. Matthews Director June 4, 1998
- ----------------------
Wilmot L. Matthews
/s/ Wieland F. Wettstein Director June 4, 1998
- ----------------------
Wieland F. Wettstein
3
INDEX TO EXHIBITS
Sequential
Exhibit Page
Number Document Description Number
------- -------------------- ----------
4 Amendment to Denbury Resources Inc. Stock Option Plan 5
5 Opinion of Burnet, Duckworth & Palmer. 6
23 Consent of Deloitte & Touche. 8
4