Delaware | 20-0467835 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
5320 Legacy Drive, Plano, TX | 75024 | |
(Address of principal executive offices) | (Zip Code) |
DENBURY RESOURCES INC. AMENDED AND RESTATED 2004 OMNIBUS STOCK AND INCENTIVE PLAN | ||
(Full title of the plan) | ||
Mark C. Allen Sr. Vice President and Chief Financial Officer Denbury Resources Inc. 5320 Legacy Drive Plano, Texas 75024 (972) 673-2000 (Name, address and telephone number, including area code, of agent for service) | Copy to: Donald Brodsky Baker & Hostetler LLP 811 Main Street, Suite 1100 Houston, Texas 77002 (713) 751-1600 |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
(Do not check if a smaller reporting company) |
Title of Class of Securities to be Registered | Amount to be Registered (1)(2) | Proposed Maximum Offering Price per Share (3)(4) | Proposed Maximum Aggregate Offering Price (3)(4) | Amount of Registration Fee | |||||||
Common Stock $.001 Par Value | 3,000,000 | $ | 3.31 | $ | 9,930,000 | $ | 1,153.87 |
(1) | The securities to be registered are 3,000,000 additional shares reserved for issuance under the Registrant's Amended and Restated 2004 Omnibus Stock and Incentive Plan (the "2004 Plan"). |
(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)(1). Accordingly, the price per share of Common Stock offered hereunder pursuant to the Plan is the price per share of $3.31, which is the average of the highest and lowest selling price per share of Common Stock by the New York Stock Exchange on August 6, 2015. |
1. | Our Annual Report on Form 10-K for the year ended December 31, 2014, filed on February 27, 2015; |
2. | Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015, filed on May 6, 2015 and August 6, 2015, respectively; and |
3. | Our Current Reports on Forms 8-K (excluding any information furnished pursuant to Items 2.02 or 7.01 of any report on Form 8-K) filed on: January 15, 2015; January 29, 2015; March 26, 2015; April 28, 2015; May 22, 2015; and July 28, 2015. |
(a) | Exhibits. |
Exhibit No. | Document Description | |
4.1 | Denbury Resources Inc. Amended and Restated 2004 Omnibus Stock and Incentive Plan, as amended and restated effective as of May 19, 2015 (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on May 22, 2015, File No. 001-12935). | |
5.1* | Opinion of Baker & Hostetler LLP. | |
23.1* | Consent of PricewaterhouseCoopers LLP. | |
23.2* | Consent of DeGolyer and MacNaughton. | |
23.3* | Consent of Baker & Hostetler LLP (included in Opinion filed as Exhibit 5.1 hereto). | |
24.1* | Power of Attorney (included on signature page). |
Denbury Resources Inc. | ||
/s/ Mark C. Allen | ||
Mark C. Allen Sr. Vice President and Chief Financial Officer | ||
/s/ Alan Rhoades | ||
Alan Rhoades Vice President and Chief Accounting Officer |
August 12, 2015 | /s/ Phil Rykhoek | |
Phil Rykhoek Director, President and Chief Executive Officer (Principal Executive Officer) | ||
August 12, 2015 | /s/ Mark C. Allen | |
Mark C. Allen Sr. Vice President and Chief Financial Officer (Principal Financial Officer) | ||
August 12, 2015 | /s/ Alan Rhoades | |
Alan Rhoades Vice President and Chief Accounting Officer (Principal Accounting Officer) | ||
August 12, 2015 | /s/ Wieland F. Wettstein | |
Wieland F. Wettstein Chairman of the Board | ||
August 12, 2015 | /s/ Michael B. Decker | |
Michael B. Decker Director | ||
August 12, 2015 | /s/ John P. Dielwart | |
John P. Dielwart Director |
August 12, 2015 | /s/ Gregory L. McMichael | |
Gregory L. McMichael Director | ||
August 12, 2015 | /s/ Kevin O. Meyers | |
Kevin O. Meyers Director | ||
August 12, 2015 | /s/ Randy Stein | |
Randy Stein Director | ||
August 12, 2015 | /s/ Laura A. Sugg | |
Laura A. Sugg Director |
Exhibit No. | Document Description | |
5.1 | Opinion of Baker & Hostetler LLP. | |
23.1 | Consent of PricewaterhouseCoopers LLP. | |
23.2 | Consent of DeGolyer and MacNaughton. |