POS AM 1 possam-39172.txt POST-EFFECTIVE AMENDMENT NO. 3 TO 333-39172 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 16, 2005 Registration No. 333-39172 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 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.) Phil Rykhoek Senior Vice President and Chief Financial Officer Denbury Resources Inc. 5100 Tennyson Parkway, Suite 3000 Plano, Texas 75024 (972) 673-2000 (Name, address and telephone number of Registrant's Principal Executive Offices and agent for service)) DENBURY RESOURCES INC. DIRECTOR COMPENSATION PLAN (Full Title of the Plan) _______________________ Copies to: Donald W. Brodsky Jenkens & Gilchrist A Professional Corporation 1401 McKinney Street, Suite 2600 Houston, Texas 77010 (713) 951-3300 =============================================================================== This Post-Effective Amendment No. 3 to Registration Statement 333-39172 on Form S-8 is being filed by the registrant, Denbury Resources Inc. ("Denbury") for the sole purpose of filing the form of the Director Compensation Plan ("Plan"), as amended by Denbury, effective May 11, 2005. The Plan was amended to delete the directors' ability to defer receipt of their compensation in response to the adoption of the American Jobs Creation Act of 2004. 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 ------- -------------------- 99 Denbury Resources Inc. Director Compensation Plan, as amended on May 11, 2005 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 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 16 day of June, 2005. DENBURY RESOURCES INC. By: /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 June 16, 2005 ------------------------ Ronald G. Greene /s/ Gareth Roberts* Chief Executive Officer and President June 16, 2005 ------------------------ Gareth Roberts /s/ Phil Rykhoek Senior Vice President and Chief June 16, 2005 ------------------------ Financial Officer Phil Rykhoek (Principal Financial Officer) /s/ Mark Allen* Controller and Chief Accounting June 16, 2005 ------------------------ Officer Mark Allen (Principal Accounting Officer) /s/ David I. Heather* Director June 16, 2005 ------------------------ David I. Heather /s/ Wieland F. Wettstein* Director June 16, 2005 ------------------------ 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 3 INDEX TO EXHIBITS Exhibit Number Document Description ------- -------------------- 99 Denbury Resources Inc. Director Compensation Plan, as amended on May 11, 2005 4