As filed with the Securities and Exchange Commission on June 14, 2002
Registration No. 333-90398
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8/A
Amendment No. 1 to Form S-8
Filed June 13, 2002
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. STOCK OPTION PLAN
DENBURY RESOURCES INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
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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
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum
Title of Class of to be Offering Price Aggregate Amount of
Securities to be Registered Registered(1)(2) per Share(3)(4) Offering Price(3)(4) Registration Fee
- ------------------------------ ----------------- ---------------- -------------------- ----------------
Common Stock, $.001 par value 2,100,000 $ 8.71 $ 18,291,000 (5)
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<FN>
(1) The securities to be registered are 1,600,000 additional shares reserved for
issuance under the Registrant's Stock Option Plan and 500,000 additional shares
reserved for issuance under the Registrant's Employee Stock Purchase Plan
(collectively the "Plans").
(2) Pursuant to Rule 416, this Registration Statement is deemed to include
additional shares of Common Stock 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 Common Stock offered hereunder pursuant to the Plans is a weighted average
price based on (i) 1,696,548 shares of Common Stock reserved for issuance under
the Plans that are not currently subject to outstanding stock options, at a
price per share of $9.10, which is the average of the highest and lowest selling
price per share of Common Stock by the New York Stock Exchange on June 11, 2002;
and (ii) 403,452 shares of Common Stock reserved for issuance under the Stock
Option Plan and subject to stock options already granted thereunder and
outstanding as of June 13, 2002 at an exercise price of $7.09.
(5) Previously paid.
</FN>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(a) Exhibits.
The following documents are filed as a part of this
registration statement.
Exhibit
Number Document Description
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5 Revised opinion of Jenkens & Gilchrist, A Professional
Corporation
2
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 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 14, 2002:
Denbury Resources Inc.
By: /s/ Phil Rykhoek
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Phil Rykhoek
Chief Financial Officer and Secretary
POWER OF ATTORNEY
Signature Capacity Date
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/s/ Ronald G. Greene Chairman of the Board of Directors June 14, 2002
- --------------------
Ronald G. Greene
/s/ Gareth Roberts President and Chief Executive Officer and June 14, 2002
- ------------------ Director (Principal Executive Officer)
Gareth Roberts
/s/ Phil Rykhoek Chief Financial Officer and Secretary June 14, 2002
- ---------------- (Principal Financial Officer)
Phil Rykhoek
/s/ Mark C. Allen Controller and Chief Accounting Officer June 14, 2002
- ----------------- (Principal Accounting Officer)
Mark C. Allen
/s/ David I. Heather Director June 14, 2002
- --------------------
David I. Heather
4
/s/ Wieland F. Wettstein Director June 14, 2002
- ------------------------
Wieland F. Wettstein
/s/ David B. Miller Director June 14, 2002
- -------------------
David B. Miller
* /s/ Phil Rykhoek June 14, 2002
- -------------------------------
Phil Rykhoek
*Attorney-in-Fact pursuant
to Power of Attorney
contained in original filing
of the Registration Statement.
3
INDEX TO EXHIBITS
Exhibit
Number Document Description
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5 Revised opinion of Jenkens & Gilchrist, A Professional
Corporation
4