-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WFzyUSNfd1jN/uWz+tl/03nhBNThA638FGTz1xGQjSgKakJP7Or2oghsu3ByOJU+ ujCJiVvO3jMWKnRHk8H3rQ== 0000945764-97-000010.txt : 19970530 0000945764-97-000010.hdr.sgml : 19970530 ACCESSION NUMBER: 0000945764-97-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970529 EFFECTIVENESS DATE: 19970529 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DENBURY RESOURCES INC CENTRAL INDEX KEY: 0000945764 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-27995 FILM NUMBER: 97616081 BUSINESS ADDRESS: STREET 1: 17304 PRESTON RD STREET 2: STE 200 CITY: DALLAS STATE: TX ZIP: 75252 BUSINESS PHONE: 2147133000 MAIL ADDRESS: STREET 1: 17304 PRESTON RD STREET 2: STE 200 CITY: DALLAS STATE: TX ZIP: 75252 FORMER COMPANY: FORMER CONFORMED NAME: NEWSCOPE RESOURCES LTD DATE OF NAME CHANGE: 19950627 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on May 29, 1997 Registration No. -_____________ 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 plans) -------------------------------------------------------------------- Phil Rykhoek Copy to: Chief Financial Officer Donald Brodsky Denbury Resources Inc. Deidre Treadwell 17304 Preston Road, Suite 200 Jenkens & Gilchrist, Dallas, Texas 75252 A Professional Corporation (972) 713-3000 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 Offering Aggregate Amount of Securities to be Amount to be Price per Offering Registration Registered Registered (1)(2) Share (3)(4) Price (3)(4) Fee (4) - -------------------------------------------------------------------------------- Common Shares, No par value 1,193,525 $13.35 $15,933,559 $4,828.35 ================= ================= =============== ============== ============
(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 Plans 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 Plans is a weighted average price based on (i) 308,525 shares of Common Shares originally reserved for issuance under the Plans and that are not currently subject to outstanding stock options, at a price per share of $15.25, which is the average of the highest and lowest selling price per share of Common Shares by the New York Stock Exchange on May 23, 1997; and (ii) 885,000 of Common Shares reserved for issuance under the Stock Option Plan and subject to stock options already granted thereunder and outstanding as of May 28, 1997 at an average exercise price of $12.69. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 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 a Registration Statement on Form S-8 relating to the same employee benefit plan is effective, Denbury Resources Inc. (the "Company") hereby incorporates herein the contents of its earlier Registration Statement (Registration No. 333-1006) 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 May 29, 1997: 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 Directors May 29, 1997 - ------------------------ Ronald G. Greene /s/ Gareth Roberts President and Chief Executive May 29, 1997 - ------------------------ Officer and Director Gareth Roberts (Principal Executive Officer) /s/ Phil Rykhoek Chief Financial Officer and May 29, 1997 - ------------------------ Secretary Phil Rykhoek (Principal Financial Officer) /s/ David M. Stanton Director May 29, 1997 - ------------------------ David M. Stanton /s/ Wieland F. Wettstein Director May 29, 1997 - ------------------------ 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 EX-4 2 AMENDMENT TO THE STOCK OPTION PLAN EXHIBIT 4 Amendment to the Stock Option Plan 1) The definition of the Common Share Maximum as defined in Section 4(a) of the Stock Option Plan has been amended from 1,050,000 Common Shares to 2,243,525 Common Shares. 2) Section 7 "Vesting of Stock Options" has been amended to read: Stock Options will vest on the date (the "Vesting Date") the Optionee becomes entitled to exercise that portion of the granted Stock Option and purchase that portion of the Common Shares as determined by a vesting schedule. This vesting schedule will be determined by the Board of Directors of the Corporation, and modified from time to time, in their sole discretion. Unless modified by the Board of Directors, 25% of a Stock Option shall vest one year from the date the Stock Option is granted (the "Grant Date") and an additional 25% of the Stock Option shall vest on each successive anniversary of the Grant Date until the Stock Option is fully vested. 5 EX-5 3 OPINION OF BURNET, DUCKWORTH & PALMER EXHIBIT 5 [BURNET, DUCKWORTH & PALMER LETTERHEAD] May 29, 1997 Denbury Resources Inc. 17304 Preston Rd., Suite 200 Dallas, TX 75252 Dear Sirs: Re: Denbury Resources Inc. - Amendment to Stock Option Plan We have acted as counsel to Denbury Resources Inc., a Canadian corporation (the "Corporation"), in connection with the amendment to the stock option plan of the Corporation made effective August 9, 1995, as amended (the "Plan"), pursuant to which the "Common Share Maximum" under the Plan, was increased by 1,193,525 Common Shares, which increase was approved by an ordinary resolution of the shareholders of the Corporation at a meeting of shareholders held on May 21, 1997. In connection therewith, we have reviewed a Registration Statement on Form S-8 relating to the registration under the United States Securities Act of 1933, as amended (the "Act") of the additional 1,193,525 Common Shares issuable under the Plan, which is being filed this date with the United States Securities and Exchange Commission, and we are familiar with all corporate and shareholder proceedings taken to date in connection with the authorization and approval of and amendment to the Plan. For the purposes of our opinion, we have examined: i. the Articles of Continuance and the By-laws of the Corporation, in each case, as amended to date; ii. copies of resolutions of the board of directors and shareholders of the Corporation authorizing the increase in the "Common Share Maximum" and matters related thereto; iii. the Form S-8 Registration Statement under the Act; iv. the Plan; and v. such other documents and instruments as we have deemed necessary for the expression of the opinions herein contained. 6 In conducting the foregoing examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. As to questions of fact material to this opinion, we have relied upon documents, records and instruments furnished to us by the corporation, without independent verification of their accuracy. Unless otherwise defined herein, terms used and not defined herein, have the meanings ascribed thereto in the Plan. We are qualified to practice law in the Province of Alberta and our opinion herein is restricted to the laws of the Province of Alberta and the federal laws of Canada applicable therein. Based, in reliance upon and subject to the foregoing, we are of the opinion that the 1,193,525 Common Shares issuable pursuant to the Plan, representing the additional Common Shares issuable under the Plan pursuant to the increase in the "Common Share Maximum" under the Plan, will, when issued in accordance with the terms and conditions of the plan, and upon receipt by the Corporation of payment in full of the exercise price therefor, be validly issued as fully paid and non-assessable Common Shares of the Corporation. We hereby consent to the filing of this opinion as an exhibit to the Form S-8 Registration Statement filed by Denbury Resources Inc. under the Act. This opinion is being furnished for the sole benefit of the addressee hereof and may not be relied upon or distributed to any other person or entity or for any other purpose without our express written consent. This opinion is given as at the date hereof and we disclaim any obligation or undertaking to advise any person of any change in law or fact which may come to our attention after the date hereof. Your very truly, Burnet, Duckworth & Palmer 7 EX-23 4 INDEPENDENT AUDITOR'S CONSENT EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Denbury Resources Inc. on Form S-8 of our reports dated February 21, 1997, appearing in the Annual Report on Form 10-K of Denbury Resources Inc. for the year ended December 31, 1996. Deloitte & Touche Calgary, Alberta May 29, 1997 8 -----END PRIVACY-ENHANCED MESSAGE-----