sv3asr
As filed with the Securities and Exchange Commission on
April 19, 2006
Registration Statement
No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DENBURY RESOURCES INC.
(Exact name of Registrant)
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Delaware |
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1311 |
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20-0467835 |
(State of incorporation) |
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Primary Standard Industrial
Classification Code Number |
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(I.R.S. Employer
Identification No.) |
Phil Rykhoek
Senior Vice President and Chief Financial Officer
Denbury Resources Inc.
5100 Tennyson Pkwy., Ste. 1200
Plano, Texas 75024
(972) 673-2000
(Name, address and telephone number of Registrants
executive offices and agent for service)
Copies to:
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Donald W. Brodsky
Jenkens & Gilchrist,
A Professional Corporation
1401 McKinney Street, Suite 2600
Houston, Texas 77010
(713) 951-3300
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Gary L. Sellers
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2695 |
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this Form are being
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of earlier effective registration statement for
the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box. þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed
to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o
CALCULATION OF REGISTRATION FEE
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Proposed Maximum |
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Amount of |
Title of Each Class of |
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Aggregate |
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Registration |
Securities to be Registered |
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Offering Price(1) |
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Fee(2) |
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Common Stock
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$143,750,000 |
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$15,382 |
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(1) |
There are being registered hereunder such indeterminate number
of shares of common stock as shall have an aggregate initial
offering price not to exceed $143,750,000. |
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(2) |
Pursuant to Rule 429 and Rule 457(p), the prospectus
included as part of this Registration Statement also relates to
the remaining $114,582,720 of unsold securities from a maximum
offering price of $359,882,916 of securities previously
registered on Registration Statement
No. 333-107676
initially filed on August 5, 2003 and declared effective
October 2, 2003. Of the $29,115 paid as a filing fee for
Registration Statement
No. 333-107676,
$9,270 has not been used, and all of that unused $9,270 filing
fee is being used to offset a portion of the $15,382 filing fee
for the securities being registered hereunder, and $6,112 of the
filing fee is being paid herewith. |
SUBJECT TO COMPLETION, DATED
APRIL 19, 2006
PROSPECTUS
SHARES
DENBURY RESOURCES
Common Stock
This is an offering
of shares
of common stock of Denbury Resources Inc. You should read this
prospectus and any supplement carefully before you invest.
Our common stock is traded on the New York Stock Exchange under
the symbol DNR.
Investing in the common stock involves risks. See Risk
Factors on page 7.
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Per Share | |
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Total | |
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Offering price
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$ |
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$ |
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Underwriting discounts and commissions
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$ |
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$ |
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Proceeds to Company, before expenses
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$ |
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$ |
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The underwriter may offer the common stock from time to time in
one or more transactions in the over-the-counter market or
through negotiated transactions at market prices or at
negotiated prices. If the underwriters sell more
than shares
of common stock, the underwriters have an option for a period of
30 days to purchase up to an
additional shares
of common stock at the public offering price less the
underwriting discount.
We expect that delivery of the shares to investors will be made
on or about April , 2006.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities, or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is
April , 2006.
ABOUT THIS PROSPECTUS
This prospectus relates to the offer and sale by us of our
common stock. You should rely on the information contained or
incorporated by reference into this prospectus. We have not, and
the underwriter has not, authorized any other person to provide
you with different information. If anyone else provides you with
different or inconsistent information, you should not rely on
it. We and the underwriter are not making an offer to sell our
common stock in any jurisdiction where the offer or sale is not
permitted. You should assume that the information contained in
this prospectus and the documents incorporated by reference is
accurate only as of their respective dates. Our business,
results of operations, financial condition and prospects may
have changed since those dates.
TABLE OF
CONTENTS
i
FORWARD-LOOKING STATEMENTS
Some of the information included in this prospectus, any
prospectus supplement and the documents we have incorporated by
reference contain forward-looking statements. Forward-looking
statements use forward-looking terms such as
believe, expect, may,
intend, will, project,
budget, should or anticipate
or other similar words. These statements discuss
forward-looking information such as:
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CO2
availability, deliverability and tertiary production targets; |
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other anticipated capital expenditures and budgets; |
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future cash flows and borrowings; |
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pursuit of potential future acquisition or drilling
opportunities; and |
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sources of funding for exploration and development. |
These forward-looking statements are based on assumptions that
we believe are reasonable, but they are open to a wide range of
uncertainties and business risks, including the following:
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fluctuations of the prices received or demand for oil and
natural gas; |
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uncertainty of drilling results, reserve estimates and reserve
replacement; |
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operating hazards; |
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acquisition risks; |
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availability and deliverability of
CO2; |
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reservoir response to
CO2
injections; |
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unexpected substantial variances in capital requirements; |
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environmental matters; and |
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general economic conditions. |
Other factors that could cause actual results to differ
materially from those anticipated are discussed in our periodic
filings with the SEC, including our Annual Report on
Form 10-K for the
year ended December 31, 2005.
When considering these forward-looking statements, you should
keep in mind the risk factors and other cautionary statements in
this prospectus, any prospectus supplement and the documents we
have incorporated by reference. We will not update these
forward-looking statements unless the securities laws require us
to do so.
ii
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the
Securities Exchange Act of 1934, which requires us to file
annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any
document that we file at the Public Reference Room of the SEC at
100 F Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330
for further information on the operation of its public reference
room. You may view our reports electronically at the SECs
Internet site at http://www.sec.gov, or at our own website at
http://www.denbury.com.
This prospectus constitutes part of a Registration Statement on
Form S-3 filed
with the SEC under the Securities Act of 1933. It omits some of
the information contained in the Registration Statement, and
reference is made to the Registration Statement for further
information with respect to us and the securities we are
offering. Any statement contained in this prospectus concerning
the provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the SEC is not
necessarily complete, and in each instance reference is made to
the copy of the filed document.
The SEC allows us to incorporate by reference the
information we file with them, which means that we can disclose
important information to you by referring you to those
documents. Any information referred to in this way is considered
part of this prospectus from the date we file that document. Any
reports filed by us with the SEC after the date of this
prospectus and before the date that the offering of the
securities by means of this prospectus is terminated will
automatically update and, where applicable, supercede any
information contained in this prospectus or incorporated by
reference in this prospectus. We incorporate by reference
(excluding any information furnished pursuant to Items 2.02
or 7.01 of any report on
Form 8-K) the
documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until we sell all the securities covered by
this prospectus:
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1. Our Annual Report on
Form 10-K for the
year ended December 31, 2005 filed on March 8,
2006; and |
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2. Current Reports on
Form 8-K filed
January 27, 2006, February 3, 2006, February 23,
2006, and February 24, 2006. |
You may request a copy of these filings at no cost, by writing
or telephoning Phil Rykhoek, Senior Vice President and Chief
Financial Officer, Denbury Resources Inc., 5100 Tennyson
Pkwy., Ste. 1200, Plano, Texas 75024, phone:
(972) 673-2000.
iii
SUMMARY
In this prospectus, when we use the terms
Denbury, the Company, we or
our, we mean Denbury Resources Inc. and its
subsidiaries on a consolidated basis, unless otherwise indicated
or the context requires otherwise. Reference oil and natural gas
prices used in this prospectus, mean the NYMEX WTI oil price and
the Henry Hub natural gas cash price per MMbtu, unless otherwise
indicated. Oil and natural gas terms used in this prospectus are
defined in the Glossary section. Principal executive
offices of the Company are located at 5100 Tennyson Pkwy.,
Suite 1200, Plano, Texas 75024. The phone number is
(972) 673-2000.
The Company
We are an independent oil and gas company engaged in
acquisition, development and exploration activities in the
U.S. Gulf Coast region. We are the largest oil and natural
gas producer in Mississippi, own the largest reserves of carbon
dioxide
(CO2)
used for tertiary oil recovery east of the Mississippi River,
and hold significant operating acreage onshore Louisiana and in
the Barnett Shale play near Forth Worth, Texas. Our goal is to
increase the value of acquired properties through a combination
of exploitation, drilling and proven engineering extraction
processes, including secondary (waterflood) and tertiary
recovery operations.
Since we acquired our first carbon dioxide tertiary flood in
Mississippi over six years ago, we have gradually increased our
emphasis on these types of operations. We particularly like this
play because of its risk profile, rate of return and lack of
competition in our operating area. Generally, from East Texas to
Florida, there are no known significant natural sources of
carbon dioxide except our own, and these large volumes of
CO2
that we own drive the play. Please refer to
Managements Discussion and Analysis of Financial
Condition and Results of Operations and the section
entitled Oil and Gas Operations Our
CO2
Assets contained in our
Form 10-K for the
year ended December 31, 2005 for further information
regarding these operations, their potential, and the
ramifications of this focus.
Recent Acquisition
On January 31, 2006, we completed an acquisition of three
producing oil properties that are future potential
CO2
tertiary oil flood candidates: Tinsley Field approximately
40 miles northwest of Jackson, Mississippi, Citronelle
Field in Southwest Alabama, and the smaller South Cypress Creek
Field near the Companys Eucutta Field in Eastern
Mississippi. We expect to begin our initial tertiary development
work at Tinsley Field during 2006, with more extensive
development planned for 2007. The timing of tertiary development
at Citronelle Field is uncertain as we will need to build a 60
to 70 mile pipeline extension of our
CO2
line to East Mississippi before flooding can commence, and South
Cypress Creek will probably be flooded following our initial
development of our other East Mississippi properties.
The preliminary adjusted purchase price for these three
properties was approximately $248 million, after adjusting
for interim net cash flow and minor purchase price adjustments.
The acquisition was funded with proceeds of the
$150 million of senior subordinated notes issued in
December 2005 and bank financing under the Companys
existing credit facility, bringing the outstanding balance of
the Companys bank debt as of January 31, 2006 to
approximately $100 million ($120 million as of
April 14, 2006).
These three fields are currently producing approximately 2,200
BOE/d net to the acquired interests, and have proved reserves of
approximately 14.4 million BOEs. We operate all three
fields and own the majority of the working interests.
First Quarter 2006 Production Estimate
Based on preliminary estimates, the Companys production
for the first quarter of 2006 is expected to be between 35,000
to 36,000 BOE/d. Production by area is expected to be
approximately 12,400 BOE/d from the non-CO2 floods in
Mississippi, 9,750 BOE/d from CO2 floods, 8,350 BOE/d
from Louisiana, 4,000 BOE/d from the Barnett Shale, and
approximately 1,000 BOE/d from Alabama, in each case plus
or minus up to 250 BOE/d. First quarter preliminary
estimates include two months of production from the three
1
properties acquired in late January 2006, production from which
is estimated to contribute approximately 1,400 BOE/d to
estimated total first quarter production.
First Quarter 2006 Estimated Preliminary Financial Data
Each fiscal quarter we charge to earnings any changes in the
fair value of our derivative contracts. We preliminarily
estimate that this non-cash charge for the first quarter of 2006
will be approximately $10.9 million; for the quarter we
also will record for the first time a non-cash charge to
earnings estimated to be up to $3.0 million to reflect the
adoption on January 1, 2006 of SFAS No. 123(R) related
to compensation expense for share-based compensation.
The Offering
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Issuer |
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Denbury Resources Inc. |
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Common stock offered |
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shares
( shares
if the underwriters overallotment option is exercised in
full) |
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Common stock outstanding immediately after this offering |
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shares
( shares
if the underwriters overallotment option is exercised in
full) |
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Use of Proceeds |
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We will use the net proceeds from this offering to repay our
outstanding $120 million of bank debt, with the balance to
be used for general corporate purposes, which may include
additions to working capital. See Use of Proceeds
below. |
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Dividend policy |
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We have never declared or paid dividends on our common stock. We
do not expect to pay any dividends in the foreseeable future. We
currently intend to retain our earnings for the development of
our business. |
The common stock outstanding immediately after the offering is
based on 115,534,755 shares outstanding as of
April 14, 2006 and excludes 8,495,741 shares of common
stock subject to options and 360,231 shares of common stock
subject to stock appreciation rights outstanding as of
April 14, 2006 at a weighted average option price of
$8.36 per share and a weighted average stock appreciation
right base price of $25.23.
Except as otherwise stated, the information in this prospectus
does not take into account the exercise of the
underwriters overallotment option to purchase additional
shares in the event the underwriters sell more
than shares.
2
Summary Consolidated Financial Data
The summary historical consolidated financial data set forth
below as of and for each of the years ended December 31,
2003, 2004 and 2005 have been derived from our audited
consolidated financial statements. The summary consolidated
financial data are qualified in their entirety by and should be
read in conjunction with our consolidated financial statements
and related notes and Managements Discussion and
Analysis of Financial Condition and Result of Operations
that are incorporated by reference into this prospectus.
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Year Ended December 31, | |
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2003 | |
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2004 | |
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2005 | |
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(Dollars in thousands) | |
Statement of Operations Data:
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Revenues:
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Oil, natural gas and related product sales
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$ |
385,463 |
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$ |
444,777 |
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$ |
549,055 |
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CO 2
sales
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8,188 |
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6,276 |
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8,119 |
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Loss on effective hedge contracts
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(62,210 |
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(70,469 |
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Interest income and other
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1,573 |
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2,388 |
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3,218 |
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Total revenues
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333,014 |
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382,972 |
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560,392 |
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Expenses:
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Lease operating expenses
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89,439 |
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87,107 |
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108,550 |
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Production taxes and marketing expenses
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14,819 |
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18,737 |
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27,582 |
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CO 2
operating expenses
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1,710 |
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1,338 |
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2,251 |
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General and administrative
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15,189 |
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21,461 |
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28,540 |
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Depreciation, depletion, and accretion
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94,708 |
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97,527 |
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98,802 |
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Interest, net of amounts capitalized
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23,201 |
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19,468 |
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17,978 |
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Loss on early retirement of debt
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17,629 |
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Commodity derivative expense (income)
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(3,578 |
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15,358 |
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28,962 |
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Total expenses
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253,117 |
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260,996 |
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312,665 |
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Equity in net income (loss) of Genesis Energy
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256 |
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(136 |
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314 |
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Income before income taxes
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80,153 |
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121,840 |
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248,041 |
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Income tax provision (benefit):
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Current
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(91 |
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22,929 |
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27,177 |
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Deferred
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26,303 |
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16,463 |
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54,393 |
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Total income taxes
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26,212 |
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39,392 |
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81,570 |
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Income before cumulative effect of change in accounting principle
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53,941 |
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82,448 |
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166,471 |
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Cumulative effect of change in accounting principle, net of
income taxes of $1,600
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2,612 |
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Net income
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$ |
56,553 |
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$ |
82,448 |
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$ |
166,471 |
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Other Financial Data: |
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Oil and gas capital expenditures
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$ |
(158,444 |
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$ |
(178,070 |
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$ |
(379,236 |
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CO 2
capital expenditures
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(22,673 |
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(50,265 |
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(78,720 |
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Net cash provided by operating activities
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197,615 |
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168,652 |
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360,960 |
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Net cash used for investing activities(1)
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(135,878 |
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(93,550 |
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(383,687 |
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Net cash provided by (used for) financing activities
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(61,489 |
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(66,251 |
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154,777 |
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3
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Balance Sheet Data (at end of period): |
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Oil and gas properties, net(2)
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$ |
765,249 |
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$ |
659,855 |
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$ |
940,786 |
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Total assets
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982,621 |
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992,706 |
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1,505,069 |
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Long-term debt, including current portion(3)
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298,203 |
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227,956 |
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380,035 |
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Stockholders equity
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421,202 |
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541,672 |
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733,662 |
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(1) |
Includes $187.5 million of proceeds from sale of Denbury
Offshore, Inc. for the year ended December 31, 2004. |
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(2) |
Excludes net book value of
CO2
related property and equipment. |
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(3) |
We purchased certain oil and gas properties in January 2006 for
approximately $248 million. After giving effect to the
borrowings made for the acquisition, as of April 14, 2006
we have approximately $501 million of long-term debt
outstanding. |
4
Summary Oil and Natural Gas Reserve Data
The following table summarizes our estimates of net proved oil
and natural gas reserves as of the dates indicated and the
present value attributable to the reserves at such dates.
Estimates of our net proved oil and natural gas reserves as of
December 31, 2003, 2004 and 2005 were prepared by DeGolyer
and MacNaughton, an independent petroleum engineering firm
located in Dallas, Texas.
All reserve estimates were prepared using constant year-end
prices and costs in accordance with the guidelines of the SEC
based on the prices received on a field-by-field basis as of
December 31 of each year. Reserve estimates do not include
any value for probable or possible reserves which may exist, nor
do they include any value for undeveloped acreage. The reserve
estimates represent our net revenue interest in our properties.
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As of December 31, | |
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2003 | |
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2004 | |
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2005 | |
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Estimated proved reserves:
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Oil (MBbls)
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91,266 |
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101,287 |
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106,173 |
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Natural gas (MMcf)
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221,887 |
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168,484 |
(1) |
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|
278,367 |
|
|
Oil equivalent (MBOE)
|
|
|
128,247 |
|
|
|
129,369 |
|
|
|
152,568 |
|
Percentage of total MBOE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved producing
|
|
|
43 |
% |
|
|
39 |
% |
|
|
40 |
% |
|
Proved non-producing
|
|
|
18 |
% |
|
|
16 |
% |
|
|
16 |
% |
|
Proved undeveloped
|
|
|
39 |
% |
|
|
45 |
% |
|
|
44 |
% |
Representative oil and gas prices:(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil NYMEX WTI per Bbl
|
|
$ |
32.52 |
|
|
$ |
43.45 |
|
|
$ |
61.04 |
|
|
Natural gas Henry Hub cash price per MMBtu
|
|
|
5.97 |
|
|
|
6.18 |
|
|
|
10.08 |
|
Present values (in thousands):(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discounted estimated future net cash flow before income taxes
(PV-10 Value) (thousands)
|
|
$ |
1,566,371 |
|
|
$ |
1,643,289 |
|
|
$ |
3,215,478 |
|
|
Standardized measure of discounted future net cash flows after
income taxes (thousands)
|
|
|
1,124,127 |
|
|
|
1,129,196 |
|
|
|
2,084,449 |
|
Average reserve life index(4)
|
|
|
10.1 |
|
|
|
10.7 |
|
|
|
14.0 |
|
|
|
(1) |
Decrease in natural gas reserves in 2004 is primarily related to
the sale of Denbury Offshore, Inc. in July 2004. |
|
(2) |
Oil and natural gas reference prices as of each respective
period end were based on NYMEX WTI oil prices per Bbl and Henry
Hub cash prices per MMBtu, with these representative prices
adjusted for differentials by field to arrive at the appropriate
net price we receive. |
|
(3) |
Determined based on period-end unescalated prices and costs in
accordance with the guidelines of the SEC, discounted at
10% per annum. |
|
(4) |
Average reserve life index is calculated by dividing total
reserves by our actual production for the period. |
5
Summary Operating Data
The following table shows certain summary information with
respect to production and sales of oil and natural gas for the
periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2003 | |
|
2004 | |
|
2005 | |
|
|
| |
|
| |
|
| |
Average daily production volumes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (Bbls)
|
|
|
18,894 |
|
|
|
19,247 |
|
|
|
20,013 |
|
|
Natural gas (Mcf)(1)
|
|
|
94,858 |
|
|
|
82,224 |
|
|
|
58,696 |
|
|
BOE(2)
|
|
|
34,704 |
|
|
|
32,951 |
|
|
|
29,795 |
|
Unit sales prices (excluding impact of derivative
settlements):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price per Bbl of oil
|
|
$ |
27.47 |
|
|
$ |
36.46 |
|
|
$ |
50.30 |
|
|
Price per Mcf of natural gas
|
|
|
5.66 |
|
|
|
6.24 |
|
|
|
8.48 |
|
Unit sales prices (including impact of derivative
settlements):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price per Bbl of oil
|
|
$ |
24.52 |
|
|
$ |
27.36 |
|
|
$ |
50.30 |
|
|
Price per Mcf of natural gas
|
|
|
4.45 |
|
|
|
5.57 |
|
|
|
7.70 |
|
Per BOE data:(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil, natural gas and related product sales
|
|
$ |
30.43 |
|
|
$ |
36.88 |
|
|
$ |
50.49 |
|
|
Loss on settlements of derivative contracts
|
|
|
(4.91 |
) |
|
|
(7.01 |
) |
|
|
(1.54 |
) |
|
Lease operating expenses
|
|
|
(7.06 |
) |
|
|
(7.22 |
) |
|
|
(9.98 |
) |
|
Production taxes and marketing expenses
|
|
|
(1.17 |
) |
|
|
(1.55 |
) |
|
|
(2.54 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Production netback
|
|
|
17.29 |
|
|
|
21.10 |
|
|
|
36.43 |
|
|
Operating margin from CO
2
operations
|
|
|
0.51 |
|
|
|
0.41 |
|
|
|
0.54 |
|
|
General and administrative expense
|
|
|
(1.20 |
) |
|
|
(1.78 |
) |
|
|
(2.62 |
) |
|
Net cash interest expense
|
|
|
(1.61 |
) |
|
|
(1.34 |
) |
|
|
(1.28 |
) |
|
Current income taxes and other
|
|
|
(0.01 |
) |
|
|
(1.78 |
) |
|
|
(1.50 |
) |
|
Changes in assets and liabilities relating to operations
|
|
|
0.62 |
|
|
|
(2.63 |
) |
|
|
1.62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from operations
|
|
$ |
15.60 |
|
|
$ |
13.98 |
|
|
$ |
33.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Decrease in natural gas production in 2005 is primarily related
to the sale of Denbury Offshore, Inc. in July 2004. |
|
(2) |
Barrel of oil equivalent using the ratio of one Bbl of oil to
six Mcf of natural gas. |
6
RISK FACTORS
Investing in our common stock involves risks. Before purchasing
any securities we offer, you should carefully consider the risk
factors that are incorporated by reference herein from
Item 1.A., captioned Risk Factors, of our
Annual Report on
Form 10-K for the
year ended December 31, 2005.
COMMON STOCK TRADING SUMMARY
The following table summarizes the high and low reported sales
prices of our common stock on the New York Stock Exchange
(NYSE), for each quarterly period for the last two completed
fiscal years and the first and second quarters of 2006. The
sales prices are adjusted to reflect our
2-for-1 stock split on
October 31, 2005. On April 18, 2006, the last reported
sales price of our common stock, as reported on the NYSE, was
$35.79 per share.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
High | |
|
Low | |
|
High | |
|
Low | |
|
High | |
|
Low | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
First Quarter
|
|
$ |
32.65 |
|
|
$ |
23.57 |
|
|
$ |
18.32 |
|
|
$ |
12.37 |
|
|
$ |
8.47 |
|
|
$ |
6.63 |
|
Second Quarter
|
|
|
35.96 |
|
|
|
31.66 |
(1) |
|
|
20.53 |
|
|
|
14.02 |
|
|
|
10.87 |
|
|
|
8.36 |
|
Third Quarter
|
|
|
|
|
|
|
|
|
|
|
25.71 |
|
|
|
19.95 |
|
|
|
13.10 |
|
|
|
9.30 |
|
Fourth Quarter
|
|
|
|
|
|
|
|
|
|
|
25.50 |
|
|
|
19.36 |
|
|
|
14.65 |
|
|
|
12.03 |
|
|
|
(1) |
Reflects prices through April 18, 2006. |
We have never paid any dividends on our common stock and we
currently do not anticipate paying any dividends in the
foreseeable future. Also, we are restricted from declaring or
paying any cash dividends on our common stock under our bank
loan agreement.
USE OF PROCEEDS
We estimate that the net proceeds from this offering will be
approximately
$ million
after deducting the underwriting discounts and commissions and
expenses of the offering.
We intend to use most of the net proceeds from this offering to
repay current borrowings under our bank credit facility, which
were approximately $120 million as of April 14, 2006.
The remaining
$ million
of net proceeds will be used for general corporate purposes,
which may include additions to working capital, development and
exploration expenditures or the financing of acquisitions. As of
April 14, 2006, the average interest rate on borrowings
under our bank credit facility, which matures on April 30,
2009, was 6.09%.
7
CAPITALIZATION
The following table sets forth our cash and capitalization as of
December 31, 2005:
|
|
|
|
|
on an actual basis. |
|
|
|
on a pro forma basis to give effect to our purchase of three oil
and gas properties in January 2006 for approximately
$248 million, comprised of $123 million paid from
available cash (from our December 2005 sale of $150 million
of senior subordinated notes), $25 million previously paid
as a deposit in November 2005 and $100 million of
borrowings under our bank credit facility as of January 31,
2006. |
|
|
|
on an as adjusted basis to give effect to this offering and the
repayment of borrowings under our bank credit facility. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 | |
|
|
| |
|
|
|
|
Pro Forma | |
|
|
|
|
Actual | |
|
for Acquisition | |
|
As Adjusted | |
|
|
| |
|
| |
|
| |
|
|
(Dollars in thousands) | |
Cash and cash equivalents
|
|
$ |
165,089 |
|
|
$ |
42,089 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital lease obligations
|
|
$ |
5,870 |
|
|
$ |
5,870 |
|
|
$ |
5,870 |
|
Bank credit facility
|
|
|
|
|
|
|
100,000 |
|
|
|
|
|
71/2
% Senior Subordinated Notes due 2013
|
|
|
225,000 |
|
|
|
225,000 |
|
|
|
225,000 |
|
71/2
% Senior Subordinated Notes due 2015
|
|
|
150,000 |
|
|
|
150,000 |
|
|
|
150,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Total long term debt
|
|
|
380,870 |
|
|
|
480,870 |
|
|
|
380,870 |
|
Stockholders equity
|
|
|
733,662 |
|
|
|
733,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capitalization
|
|
$ |
1,114,532 |
|
|
$ |
1,214,532 |
|
|
$ |
|
|
DESCRIPTION OF CAPITAL STOCK
General
As of April 14, 2006, we are authorized to issue up to
275,000,000 shares of stock, including up to
250,000,000 shares of common stock, par value
$.001 per share, and up to 25,000,000 shares of
preferred stock, par value $.001 per share. As of
April 14, 2006, we had 115,534,755 shares of common
stock and no shares of preferred stock outstanding. This
excludes 8,495,741 shares of common stock subject to
options under our option plans, and 360,231 shares of
common stock subject to stock appreciation rights outstanding as
of April 14, 2006 at a weighted average option price of
$8.36 per share and a weighted average stock appreciate
right base price of $25.23.
Common Stock
The following is a summary of the key terms and provisions of
our common stock. You should refer to the applicable provisions
of our Restated Certificate of Incorporation, bylaws and the
Delaware General Corporation Law for a complete statement of the
terms and rights of our capital stock.
Voting Rights. Each holder of common stock is entitled to
one vote per share. Subject to the rights, if any, of the
holders of any series of preferred stock pursuant to applicable
law or the provision of the certificate of designation creating
that series, all voting rights are vested in the holders of
shares of common stock. Holders of shares of common stock have
non-cumulative voting rights, which means that the holders of
more than 50% of the shares voting for the election of directors
can elect 100% of the directors, and the holders of the
remaining shares voting for the election of directors will not
be able to elect any directors.
Dividends. Dividends may be paid to the holders of common
stock when, as and if declared by the board of directors out of
funds legally available for their payment, subject to the rights
of holders of any preferred
8
stock. We have never declared a cash dividend and intend to
continue our policy of using retained earnings for expansion of
our business.
Rights upon Liquidation. In the event of our voluntary or
involuntary liquidation, dissolution or winding up, the holders
of our common stock will be entitled to share equally, in
proportion to the number of shares of common stock held by them,
in any of our assets available for distribution after the
payment in full of all debts and distributions and after the
holders of all series of outstanding preferred stock, if any,
have received their liquidation preferences in full.
Non-Assessable. All outstanding shares of common stock
are fully paid and non-assessable. Any additional common stock
we offer and issue under this Prospectus will be fully paid and
non-assessable when distributed.
Anti-takeover measures. Our Restated Certificate of
Incorporation requires a two-thirds majority vote by the Board
on many significant transactions, including amending our charter
or bylaws, issuing equity securities, creating any series of
preferred stock, issuing debt in excess of 10% of our assets,
making acquisitions or dispositions with a purchase price in
excess of 20% of our assets, or increasing or decreasing the
size of our Board. Because a smaller number of directors than a
majority can join together to block future transactions,
issuances of securities or changes in our organizational
documents, there is an increased possibility that these
transactions will not be accomplished.
No Preemptive Rights. Holders of common stock are not
entitled to preemptive purchase rights in future offerings of
our common stock.
Listing. Our outstanding shares of common stock are
listed on the New York Stock Exchange under the symbol
DNR. Any additional common stock we offer and issue
under this Prospectus will also be listed on the New York Stock
Exchange or any other exchange on which our common stock is then
traded.
LEGAL MATTERS
Certain legal matters with respect to the common stock offered
hereby will be passed upon for us by Jenkens &
Gilchrist, A Professional Corporation, Houston, Texas. Simpson
Thacher & Bartlett LLP, New York, New York, is acting as
counsel for the underwriter in connection with this offering.
EXPERTS
The consolidated financial statements of the Company as of
December 31, 2003 and for the year ended December 31,
2003 incorporated by reference in this prospectus have been
audited by Deloitte and Touche LLP, an independent registered
public accounting firm, as stated in their report, which is
incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
The financial statements and managements assessment of the
effectiveness of internal control over financial reporting
(which is included in Managements Report on Internal
Control over Financial Reporting) incorporated in this
prospectus by reference to the Annual Report on Form 10-K
for the year ended December 31, 2005 have been so
incorporated in reliance on the report of PricewaterhouseCoopers
LLP, an independent registered public accounting firm, given on
the authority of said firm as experts in auditing and accounting.
Certain estimates of our oil and natural gas reserves and
related information as of December 31, 2003, 2004 and 2005
included in this prospectus and/or incorporated by reference in
this prospectus have been derived from engineering reports
prepared by DeGolyer and MacNaughton, and all such information
has been so included on the authority of such firms as experts
regarding the matters contained in their reports.
9
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Section 145 of the Delaware General Corporation Law (the
DGCL), empowers us under specified circumstances, to
indemnify our directors, officers, employees and agents in
connection with actions, suits or proceedings brought against
them or threatened by reason of the fact that they were our
directors, officers, employees or agents, so long as they acted
in good faith and in a manner that they reasonably believed to
be in, or not opposed to, the best interests of our Company, and
with respect to any criminal action, that they had no reasonable
cause to believe their conduct was unlawful. With respect to
suits by or in the right of our Company, however,
indemnification is generally limited to attorneys fees and
other expenses and is not available if such person is adjudged
to be liable to us, unless a court determines that
indemnification is appropriate.
Article IX of our Restated Certificate of Incorporation, as
amended requires indemnification of directors, officers and
other employees to the fullest extent permitted by
Section 145 of the DGCL. Furthermore, Article IX
explicitly provides that:
|
|
|
|
|
we may advance expenses, including reasonable attorneys
fees, to individuals entitled to indemnification; |
|
|
|
we may not take any action to diminish or reduce the rights of
individual entitled to indemnification after the occurrence of
the events to which the indemnification relates; and |
|
|
|
any person entitled to indemnification by us may bring suit
against us if we do not pay them within 30 days after
receiving a written demand for indemnification and, if
successful, such person may recover their expenses for such
suit, including attorneys fees, from us. In the suit, we
will have the burden of proving any defense that the person is
not eligible for indemnification under the DGCL. |
Additionally, we maintain directors and officers insurance which
includes coverage for liability under the federal securities
laws.
Article X of our Restated Certificate of Incorporation, as
amended limits the personal liability of a director to us or our
stockholders for monetary damages for breach of fiduciary duty
as a director provided that a directors liability may not
be limited (i) for any breach of the directors duty
of loyalty to us or our stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under
Section 174 (relating to liability for unauthorized
acquisitions or redemptions of, or dividends on, capital stock)
of the DGCL or (iv) for any transaction from which the
director derived an improper personal benefit.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, we have been advised that in the
opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore,
unenforceable.
10
GLOSSARY
The terms defined in this section are used throughout this
prospectus:
|
|
|
Bbl |
|
One stock tank barrel, of 42 U.S gallons liquid volume, used
herein in reference to crude oil or other liquid hydrocarbons. |
|
BOE |
|
One barrel of oil equivalent using the ratio of one barrel of
crude oil, condensate or natural gas liquids to 6 Mcf of
natural gas. |
|
BOE/d |
|
BOEs per day. |
|
Btu |
|
British thermal unit, which is the heat required to raise the
temperature of a one-pound mass of water from 58.5 to 59.5
degrees Fahrenheit. |
|
CO2 |
|
Carbon Dioxide. |
|
MBbls |
|
One thousand barrels of crude oil or other liquid hydrocarbons. |
|
MBOE |
|
One thousand BOEs. |
|
Mcf |
|
One thousand cubic feet of natural gas or
CO2. |
|
MCFE |
|
One thousand cubic feet of natural gas equivalent using the
ratio of one barrel of crude oil, condensate or natural gas
liquids to 6 Mcf of natural gas. |
|
MMBtu |
|
One million Btus. |
|
MMcf |
|
One million cubic feet of natural gas or
CO2. |
|
PV-10 Value |
|
When used with respect to oil and natural gas reserves,
PV-10 Value means the
estimated future gross revenue to be generated from the
production of proved reserves, net of estimated production and
future development costs and abandonment, using prices and costs
in effect at the determination date, and before income taxes,
discounted to a present value using an annual discount rate of
10% in accordance with the guidelines of the Securities and
Exchange Commission. |
|
Proved Developed Reserves* |
|
Reserves that can be expected to be recovered through existing
wells with existing equipment and operating methods. |
|
Proved Reserves* |
|
The estimated quantities of crude oil, natural gas and natural
gas liquids that geological and engineering data demonstrate
with reasonable certainty to be recoverable in future years from
known reservoirs under existing economic and operating
conditions. |
|
Proved Undeveloped Reserves* |
|
Reserves that are expected to be recovered from new wells on
undrilled acreage or from existing wells where a relatively
major expenditure is required. |
|
|
* |
This definition is an abbreviated version of the complete
definition as defined by SEC in Rule 4-10(a) of
Regulation S-X.
See www.sec.gov/divisions/corpfin/forms/regsx.htm#gas for the
complete definition. |
11
Part II
Information not required in prospectus
|
|
Item 14. |
Other expenses of issuance and distribution |
The following table sets forth the costs and expenses payable by
us in connection with the sale of securities being registered
hereby. All amounts are estimates, except the registration fee.
|
|
|
|
|
SEC Registration Fee
|
|
$ |
15,382 |
|
Accounting Fees
|
|
|
75,000 |
|
Legal Fees and Expenses
|
|
|
90,000 |
|
Printing and Engraving Fees and Expenses
|
|
|
80,000 |
|
Miscellaneous
|
|
|
38,950 |
|
|
|
|
|
Total
|
|
$ |
299,332 |
|
|
|
Item 15. |
Indemnification of officers and directors |
Section 145 of the Delaware General Corporation Law (the
DGCL), empowers us under specified circumstances, to
indemnify our directors, officers, employees and agents in
connection with actions, suits or proceedings brought against
them or threatened by reason of the fact that they were our
directors, officers, employees or agents, so long as they acted
in good faith and in a manner that they reasonably believed to
be in, or not opposed to, the best interests of our Company, and
with respect to any criminal action, that they had no reasonable
cause to believe their conduct was unlawful. With respect to
suits by or in the right of our Company, however,
indemnification is generally limited to attorneys fees and
other expenses and is not available if such person is adjudged
to be liable to us, unless a court determines that
indemnification is appropriate.
Article IX of our Restated Certificate of Incorporation, as
amended requires indemnification of directors, officers and
other employees to the fullest extent permitted by
Section 145 of the DGCL. Furthermore, Article IX
explicitly provides that:
|
|
|
|
|
we may advance expenses, including reasonable attorneys
fees, to individuals entitled to indemnification; |
|
|
|
we may not take any action to diminish or reduce the rights of
individual entitled to indemnification after the occurrence of
the events to which the indemnification relates; and |
|
|
|
any person entitled to indemnification by us may bring suit
against us if we do not pay them within 30 days after
receiving a written demand for indemnification and, if
successful, such person may recover their expenses for such
suit, including attorneys fees, from us. In the suit, we
will have the burden of proving any defense that the person is
not eligible for indemnification under the DGCL. |
Additionally, we maintain directors and officers insurance which
includes coverage for liability under the federal securities
laws.
Article X of our Restated Certificate of Incorporation, as
amended limits the personal liability of a director to us or our
stockholders for monetary damages for breach of fiduciary duty
as a director provided that a directors liability may not
be limited (i) for any breach of the directors duty
of loyalty to us or our stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under
Section 174 (relating to liability for unauthorized
acquisitions or redemptions of, or dividends on, capital stock)
of the DGCL or (iv) for any transaction from which the
director derived an improper personal benefit.
II-1
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Exhibit |
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No. |
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Document Description |
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**1 |
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Underwriting Agreement |
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3 |
.1 |
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Restated Certificate of Incorporation of Denbury Resources Inc.
filed with the Delaware Secretary of State on December 29,
2003 (incorporated by reference as Exhibit 3.1 of our
Form 8-K filed December 29, 2003). |
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3 |
.2 |
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Certificate of Amendment of Restated Certificate of
Incorporation of Denbury Resources Inc. filed with the Delaware
Secretary of State on October 20, 2005 (incorporated by
reference as Exhibit 3(a) of our Form 10-Q filed
November 8, 2005). |
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3 |
.3 |
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Bylaws of Denbury Resources Inc., a Delaware corporation,
adopted December 29, 2003 (incorporated by reference as
Exhibit 3.2 of our Form 8-K filed December 29,
2003). |
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4 |
.1 |
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Indenture for $150 million of
71/2
% Senior Subordinated Notes due 2015 among Denbury
Resources Inc., certain of its subsidiaries, and JP Morgan Chase
Bank National Association, as trustee, dated December 7,
2005 (incorporated by reference as Exhibit 4.1 of our
Form 8-K filed December 9, 2005). |
|
4 |
.2 |
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Indenture for $225 million of
71/2
% Senior Subordinated Notes due 2013 among Denbury
Resources Inc., certain of its subsidiaries and JP Morgan Chase
Bank as trustee, dated March 25, 2003 (incorporated by
reference as Exhibit 4(a) to our Registration Statement
No. 333-105233 on Form S-4, filed May 14, 2003). |
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4 |
.3 |
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First Supplemental Indenture for $225 million of
71/2
% Senior Subordinated Notes due 2013 dated as of
December 29, 2003, among Denbury Resources Inc., certain of
its subsidiaries, and JP Morgan Chase Bank, as trustee
(incorporated by reference as Exhibit 4.1 of our
Form 8-K filed December 29, 2003). |
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*5 |
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Opinion of Jenkens & Gilchrist as to the validity of
the Common Stock being registered |
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*23 |
.1 |
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Consent of DeGolyer and MacNaughton |
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*23 |
.2 |
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Consent of PricewaterhouseCoopers LLP |
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*23 |
.3 |
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Consent of Deloitte & Touche LLP |
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*23 |
.4 |
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Consent of Jenkens & Gilchrist (include in
Exhibit 5) |
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*24 |
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Power of Attorney (included on signature page) |
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* |
Filed herewith |
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** |
To be filed by amendment or
Form 8-K |
(a) The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are
being made of securities registered hereby, a post-effective
amendment to this registration statement: |
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(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933; |
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(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act of 1933
if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering
price set forth in the Calculation of Registration
Fee table in the effective registration statement; and |
II-2
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(iii) 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; |
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provided, however, that the undertakings set forth in
paragraphs (i), (ii) and (iii) do not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this
registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the
registration statement. |
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(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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. |
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(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. |
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(4) That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser: |
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(A) Each prospectus filed by a registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and |
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(B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or
(x) for the purpose of providing the information required
by Section 10(a) of the Securities Act of 1933 shall be
deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus.
As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the
registration statement relating to the securities in the
registration statement to which the prospectus relates, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date. |
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(5) That, for the purpose of determining liability of a
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities the undersigned
registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser: |
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(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424; |
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(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant; |
II-3
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(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and |
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(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser. |
(b) The undersigned registrant hereby understands that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrants annual report
pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plans annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to
the securities offered herein, 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 of 1933 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 SEC such indemnification is
against public policy as expressed in the Securities Act of 1933
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 whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
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(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of
the time it was declared effective. |
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|
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
II-4
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-3 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 April 12, 2006.
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Phil Rykhoek |
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Senior Vice President and Chief Financial Officer |
Each person whose signature appears below as a signatory to this
Registration Statement constitutes and appoints Gareth Roberts,
Phil Rykhoek and Mark Allen, or any one of them, his true and
lawful attorney-in-fact
and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and
all other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said
attorney-in-fact and
agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that
said attorney-in-fact
and agent or his substitute may lawfully do or cause to be done
by virtue hereof. 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.
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Signatures |
|
Title |
|
Date |
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/s/ Gareth Roberts
Gareth Roberts |
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President, Chief Executive Officer and Director (Principal
Executive Officer) |
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April 12, 2006 |
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/s/ Phil Rykhoek
Phil Rykhoek |
|
Senior Vice-President and Chief Financial Officer (Principal
Financial Officer) |
|
April 12, 2006 |
|
/s/ Mark Allen
Mark C. Allen |
|
Vice President and Chief Accounting Officer (Principal
Accounting Officer) |
|
April 12, 2006 |
|
/s/ Ronald G. Green
Ronald G. Green |
|
Chairman of the Board and Director |
|
April 12, 2006 |
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/s/ David I. Heather
David I. Heather |
|
Director |
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April 12, 2006 |
|
/s/ Greg McMichael
Greg McMichael |
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Director |
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April 13, 2006 |
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/s/ Randy Stein
Randy Stein |
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Director |
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April 12, 2006 |
II-5
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Signatures |
|
Title |
|
Date |
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/s/ Donald D. Wolf
Donald D. Wolf |
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Director |
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April 13, 2006 |
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/s/ Wieland Wettstein
Wieland Wettstein |
|
Director |
|
April 11, 2006 |
II-6
INDEX TO EXHIBITS
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|
Exhibit |
|
|
|
|
No. |
|
|
|
Document Description |
|
|
|
|
|
|
5 |
|
|
|
|
Opinion of Jenkens & Gilchrist as to the validity of
the Securities being registered hereunder |
|
23 |
.1 |
|
|
|
Consent of DeGolyer and MacNaughton |
|
23 |
.2 |
|
|
|
Consent of PricewaterhouseCoopers LLP |
|
23 |
.3 |
|
|
|
Consent of Deloitte & Touche LLP |
|
23 |
.4 |
|
|
|
Consent of Jenkens & Gilchrist (included in
Exhibit 5) |
|
24 |
|
|
|
|
Power of Attorney (included on signature page) |