-----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, KLCSbXTiN8bNsfxeigoWGJ/A4l58ye/ZAAYd+y6u6iEjGNiJ3yQXUitfZUoCgrUP 1h0GcpBPO/R/iNtEEpW3KA== /in/edgar/work/20000614/0000945764-00-000029/0000945764-00-000029.txt : 20000919 0000945764-00-000029.hdr.sgml : 20000919 ACCESSION NUMBER: 0000945764-00-000029 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000613 EFFECTIVENESS DATE: 20000613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DENBURY RESOURCES INC CENTRAL INDEX KEY: 0000945764 STANDARD INDUSTRIAL CLASSIFICATION: [1311 ] IRS NUMBER: 752815171 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-39218 FILM NUMBER: 654573 BUSINESS ADDRESS: STREET 1: 5100 TENNYSON PARKWAY, #3000 CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: 9726732000 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 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on June 13, 2000 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) 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) ------------------------------------------ DENBURY RESOURCES INC. EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) ------------------------------------------ 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 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 Stock, $.001 par value 500,000 $ 5.34 $ 2,670,000 $ 705 =================== =============== =========== ============ ============ (1) The securities to be registered are 500,000 additional shares reserved for issuance under the Registrant's Employee Stock Purchase Plan (the "Plan"). (2) Pursuant to Rule 416, this Registration Statement is deemed to include additional shares of Common Stock 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 Common Stock offered hereunder pursuant to the Plan is the price per share of $ 5.34, which is the average of the highest and lowest selling price per share of Common Stock by the New York Stock Exchange on June 9, 2000.
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 is effective, Denbury Resources Inc. (the "Company") hereby incorporates herein the contents of its earlier Registration Statements (Registration No. 333-1006 and No. 333-70485) 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. Employee Stock Purchase Plan 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 ITEM 9. UNDERTAKINGS. A. The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a 2 new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 3 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 Plano, Texas, on June 13, 2000: 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 13, 2000 - --------------------- Directors Ronald G. Greene /s/ Gareth Roberts President and Chief Executive June 13, 2000 - ------------------------ Officer and Director Gareth Roberts (Principal Executive Officer) /s/ Phil Rykhoek Chief Financial Officer and June 13, 2000 - ------------------------ Secretary (Principal Financial Phil Rykhoek Officer) /s/ Mark Allen Controller and Chief Accounting June 13, 2000 - ------------------------ Officer (Principal Accounting Mark Allen Officer) /s/ David I. Heather Director June 13, 2000 - ------------------------ David I. Heather /s/ Wieland F. Wettstein Director June 13, 2000 - ------------------------ Wieland F. Wettstein 4 INDEX TO EXHIBITS Exhibit Number Document Description ------- -------------------- 4 Amendment to Denbury Resources Inc. Employee Stock Purchase Plan. 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 5 EX-4 2 0002.txt AMENDMENT TO THE EMPLOYEE STOCK PURCHASE PLAN EXHIBIT 4 Amendment to the Employee Stock Purchase Plan 1) Section 13 (a) of the plan has been amended, such that the maximum number of shares of the Company's Common Stock which shall be available for sale under the Plan shall be increased from 750,000 shares to 1,250,000 shares. 4 - 1 EX-5 3 0003.txt LEGAL OPINION OF JENKENS & GILCHRIST EXHIBIT 5 LEGAL OPINION Austin, Texas (512) 499-3800 Jenkens & Gilchrist A PROFESSIONAL CORPORATION Dallas, Texas (214) 855-4500 225 WEST WASHINGTON SUITE 2600 Houston, Texas CHICAGO, ILLINOIS 60606 (713) 951-3300 (312) 425-3900 Los Angeles, California (310) 820-8800 TELECOPIER (312) 425-3909 San Antonio, Texas June 12, 2000 (210) 246-5000 www.jenkens.com Washington, DC (202) 326-1500 Denbury Resources Inc. 5100 Tennyson Parkway, Suite 3000 Plano, Texas 75024 Re: Denbury Resources Inc. - Registration Statement on Form S-8 Gentlemen: We have acted as securities counsel to Denbury Resources Inc., a Delaware corporation (the "Company"), in connection with the preparation of the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission on or about June 13, 2000, under the Securities Act of 1933, as amended (the "Securities Act"), relating to an additional 500,000 shares (the "Shares") of the $0.001 par value common stock (the "Common Stock") of the Company that have been or may be issued by the Company under the Denbury Resources Inc. Employee Stock Purchase Plan (the "Plan"). You have requested an opinion with respect to certain legal aspects of the filing. In connection therewith, we have examined and relied upon the original, or copies identified to our satisfaction, of (1) the Certificate of Incorporation, as amended, and the Bylaws, as amended, of the Company; (2) minutes and records of the corporate proceedings of the Company with respect to the establishment of the Plan, the issuance of the Shares of Common Stock pursuant to the Plan and related matters; (3) the Registration Statement and exhibits thereto, including the Plan; and (4) such other documents and instruments as we have deemed necessary for the expression of opinions herein contained. In making 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 various questions of fact material to this opinion, and as to the content and form of the Certificate of Incorporation, as amended, and the Bylaws, as amended, minutes, records, resolutions and other documents or writings of the Company, we have relied, to the extent deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independent check or verification of their accuracy. 5- 1 Based upon our examination, consideration of, and reliance on the documents and other matters described above, and assuming that: (1) the Shares to be sold and issued in the future will be duly issued and sold in accordance with the terms of the Plan, (2) the Company maintains an adequate number of authorized but unissued shares and/or treasury shares available for issuance to those persons who purchase Shares pursuant to the Plan, and (3) the consideration for the Shares issued pursuant to the Plan is actually received by the Company as provided in the Plan and exceeds the par value of such Shares, we are of the opinion that the Shares issued or sold in accordance with the terms of the Plan will be duly and validly issued, fully paid and nonassessable. The opinions expressed herein are limited to the laws of the State of Delaware, the General Corporation Law of the State of Delaware, and the federal laws of the United States of America and we assume no responsibility as to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction. You should be aware that this firm is not admitted to the practice of law in the State of Delaware and the opinion herein as to the General Corporation Law of the State of Delaware is based solely upon unofficial compilations thereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to references to us included in or made a part of the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Securities and Exchange Commission thereunder. Respectfully submitted, Jenkens & Gilchrist A Professional Corporation By: /s/ Donald Brodsky ------------------------ Donald W. Brodsky Authorized Signatory DLS:tjm 5-1 EX-15 4 0004.txt LETTER FROM INDEPENDENT ACCOUNTANTS EXHIBIT 15 LETTER FROM INDEPENDENT ACCOUNTANTS Denbury Resources Inc.: We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of Denbury Resources Inc. for the periods ended March 31, 2000 and 1999, as indicated in our report dated May 2, 2000, because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which was included in your Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 is being incorporated by reference in this Registration Statement. We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. DELOITTE & TOUCHE LLP Dallas, Texas June 13, 2000 15-1 EX-23 5 0005.txt INDEPENDENT AUDITORS' 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 report dated February 22, 2000, on the consolidated financial statements of Denbury Resources Inc., incorporated by reference in the Annual Report on Form 10-K of Denbury Resources Inc. for the year ended December 31, 1999. Deloitte & Touche LLP Dallas, Texas June 13, 2000 -----END PRIVACY-ENHANCED MESSAGE-----