AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 13, 2000
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PYR ENERGY CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
95-4580642
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(I.R.S. Employer Identification No.)
1675 Broadway, Suite 1150
Denver, Colorado 80202
(303) 825-3748
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(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
D. Scott Singdahlsen
1675 Broadway, Suite 1150
Denver, CO 80202
(303) 825-3748
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
Copies to:
Alan L. Talesnick, Esquire
Francis B. Barron, Esquire
Patton Boggs LLP
1660 Lincoln Street, Suite 1900
Denver, Colorado 80264
(303) 830-1776
Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective as determined by market
conditions.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be 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. [ X ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]___________.
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. [ ]_________.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
================================================================================
Proposed
Title of each class maximum Amount of
of securities to be aggregate offering registration
registered price (1)(2) fee
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Common Stock (3)
Preferred Stock (3)
Depositary Shares
representing
Preferred Stock (4)
Warrants (3)
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TOTAL $75,000,000 $19,800 (5)
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(1) In no event will the aggregate maximum offering price of all securities
registered under this registration statement exceed $75,000,000, or its
equivalent if some or all of the securities are denominated in one or more
foreign currencies. Such amount includes any consideration to be received
for securities issued upon exercise of the warrants. Any securities
registered on this registration statement may be sold separately or as
units with other securities registered on this registration statement.
(2) The proposed maximum offering price per unit (a) has been omitted pursuant
to Instruction II.D. of Form S-3 and (b) will be determined, from time to
time, by the Company in connection with the issuance by the Company of the
securities registered on this registration statement.
(3) Subject to footnote (1), there is being registered on this registration
statement an indeterminate number of shares of common stock, preferred
stock, depositary shares, and warrants as may be sold, from time to time,
by PYR Energy Corporation. PYR Energy Corporation also is registering
hereunder an indeterminate number of shares of common stock, and preferred
stock as may be issued upon conversion or exchange of any preferred stock
or depositary shares or upon exercise of the warrants registered on this
registration statement.
(4) To be represented by depositary receipts representing a fractional interest
in a share of preferred stock.
(5) Fee calculated pursuant to Rule 457(o).
------------------------------
We hereby amend this registration statement on such date or dates as may be
necessary to delay its effective date until we shall file a further amendment
which specifically states that this registration statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act of 1933
or until the registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
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The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement filed with the Securities And Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
PROSPECTUS DATED DECEMBER 13, 2000
SUBJECT TO COMPLETION
PROSPECTUS
PYR ENERGY CORPORATION
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
WARRANTS
We may offer from time to time any of the following securities:
o Shares of common stock
o Shares of preferred stock, which may be issued in the form of
depositary shares evidenced by depositary receipts
o Warrants to purchase common stock, preferred stock, or any combination
of those securities
o Any combination of these securities.
The total initial offering price for these securities will not exceed
$75,000,000, or its equivalent if some or all of the securities are denominated
in one or more foreign currencies, at prices and on terms to be determined at or
prior to the time of sale in light of market conditions at the time of sale.
We may sell the securities directly, through agents designated from time to
time or through underwriters or dealers. If any agents or any underwriters or
dealers are involved in the sale of the securities, the names of those agents,
underwriters or dealers, any applicable commissions and discounts, and our
anticipated net proceeds will be set forth in the applicable prospectus
supplement.
Specific terms of the particular securities to be sold pursuant to this
prospectus will be set forth in one or more accompanying prospectus supplements.
The prospectus supplements will include a description of the securities, the
terms of the offering of the securities, and the initial price and the net
proceeds we expect to receive from the sale of those securities.
Our common stock is quoted on the American Stock Exchange under the symbol
"PYR". On December 12, 2000, the closing price of the common stock was $7.5625
per share. Any common stock offered will be listed, subject to notice of
issuance, on the American Stock Exchange. The applicable prospectus supplement
will contain information about any listing of other securities on a securities
exchange.
Investing in our securities involves certain risks. See the "Risk Factors"
section beginning on page 3.
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 December __, 2000
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TABLE OF CONTENTS
Page
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RISK FACTORS................................................................3
THE COMPANY.................................................................6
USE OF PROCEEDS.............................................................7
DESCRIPTION OF CAPITAL STOCK................................................7
PLAN OF DISTRIBUTION.......................................................15
LEGAL MATTERS..............................................................17
EXPERTS ...................................................................17
SECURITIES AND EXCHANGE COMMISSION POSITION ON CERTAIN INDEMNIFICATION.....18
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
AND CAUTIONARY STATEMENTS.........................................18
WHERE YOU CAN FIND MORE AVAILABLE INFORMATION..............................18
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................19
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RISK FACTORS
The purchase of our securities involves a high degree of risk. Before
purchasing our securities, you should read this entire prospectus and consider
the following factors concerning the company in addition to the other
information in this prospectus.
We have a limited operating history.
We have a limited operating history since we started in the oil and gas
business in 1996. The development of our business will require substantial
expenditures. Our future financial results will depend primarily on our ability
to locate oil and gas and other hydrocarbons economically in commercial
quantities, on our ability to provide drilling site and target depth
recommendations resulting in profitable productive wells, and on the market
prices for oil and natural gas. We cannot predict that our future operations
will be profitable.
Oil and gas prices are highly volatile.
Even if we are able to discover or acquire oil and gas production, of which
there is no assurance, our revenues, profitability and liquidity will be highly
dependent upon prevailing prices for oil and natural gas. Oil and gas prices can
be extremely volatile and in recent years have been depressed by excess total
domestic and imported supplies. Current price levels may not be sustained.
Prices also are affected by actions of state and local agencies, the United
States and foreign governments, and international cartels. These external
factors and the volatile nature of the energy markets make it difficult to
estimate future prices of oil and natural gas. Any substantial or extended
decline in the price of oil and/or natural gas would have a material adverse
effect on our business.
The oil and gas business is speculative in nature.
Sales of oil and natural gas are seasonal in nature, leading to substantial
differences in cash flow at various times throughout the year. The marketability
of our gas production, if any, will depend in part upon the availability,
proximity and capacity of gas gathering systems, pipelines and processing
facilities. Federal and state regulation of oil and gas production and
transportation, general economic conditions, changes in supply and changes in
demand all could negatively affect our ability to produce and market oil and
natural gas. If market factors were to change dramatically, the financial impact
on us could be substantial because we would incur expenses without receiving
revenues from sales of production.
We depend on industry alliances.
We attempt to limit financial exposure on a project-by-project basis by
forming industry alliances where our technical expertise can be complemented
with the financial resources and operating expertise of established companies.
If we were not able to form these industry alliances, our ability to fully
implement our business plan could be limited. This could have a material,
negative effect on our business.
Our non-operator status limits our control over our oil and gas related
projects.
We focus primarily on providing seismic imaging and analysis and rely upon
other project participants to provide and complete all other project operations
and responsibilities including operating, drilling, marketing and project
administration. As a result, we have only a limited ability to exercise control
over a significant portion of a project's operations or the associated costs of
those operations. The success of a project is dependent upon a number of factors
that are outside of our area of expertise and project responsibilities. These
factors include: (1) the availability of favorable term leases and required
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permitting for projects, (2) the availability of future capital resources by us
and the other participants for the purchasing of leases and the drilling of
wells, (3) the approval of other participants to the purchasing of leases and
the drilling of wells on the projects, and (4) the economic conditions at the
time of drilling, including the prevailing and anticipated prices for oil and
gas. Our reliance on other project participants and our limited ability to
directly control certain project costs could have a material negative effect on
our receipt of expected rates of return on our investment in certain projects.
We may not discover reserves.
Our future success is dependent upon our ability to economically locate oil
and gas reserves in commercial quantities. Except to the extent that we acquire
properties containing proved reserves or that we conduct successful exploration
and development activities, or both, our proved reserves, if any, will decline
as reserves are produced. Our ability to locate reserves is dependent upon a
number of factors, including our participation in multiple exploration projects
and technological capability to locate oil and gas in commercial quantities. We
cannot predict that we will have the opportunity to participate in projects that
economically produce commercial quantities of hydrocarbons in amounts necessary
to meet our business plan or that the projects in which we elect to participate
will be successful. There can be no assurance that our planned projects will
result in significant reserves or that we will have future success in drilling
productive wells at low reserve replacement costs. We have not yet established
any oil and gas production, and have not booked any proved reserves.
We need additional funding to sustain our operations.
We anticipate that we will need additional funding to sustain our
operations for our oil and gas exploration plans. Since August 1997, we have
been able to obtain gross proceeds of $21,165,000 through private placements of
our securities. However, there is no assurance that we will be able to obtain
additional financing in the future. We do not have a steady source of revenue to
provide funding to sustain operations. The availability of a reliable source of
revenue to sustain our operations is beyond our control.
Our exploratory drilling activities are costly and may not be profitable.
Exploration for oil and natural gas is a speculative business involving a
high degree of risk, including the risk that no commercially productive oil and
gas reservoirs will be encountered. The cost of drilling, completing and
operating wells is often uncertain and drilling operations may be curtailed,
delayed or canceled as a result of a variety of factors. These include
unexpected formation and drilling conditions, pressure or other irregularities
in formations, equipment failures or accidents, as well as weather conditions,
compliance with governmental requirements and shortages or delays in the
delivery of equipment. Our expenditures on oil and natural gas properties could
result in discoveries of oil or natural gas in commercial quantities. Some or
all of our test wells, as a consequence, may not ultimately be developed into
producing wells and may be abandoned. If this is the case, we will have incurred
expenses for the abandoned well without receiving any revenues from that well.
Our insurance may not be sufficient to cover all our operations.
The nature of the oil and gas business involves a variety of risks. These
include the risks of operating hazards such as fires, explosions, cratering,
blowouts, such as the blowout at the exploratory well in which we have an
interest in East Lost Hills, and encountering formations with abnormal
pressures. The occurrence of any of these risks could result in losses. We
expect to maintain insurance against some, but not all, of these risks in
amounts that we believe to be reasonable in accordance with customary industry
practices. The occurrence of a significant event, however, that is not fully
insured could have a material adverse effect on our financial position.
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Many of our competitors have more resources than we do.
We compete in the areas of oil and gas exploration with other companies.
Many of these competitors may have substantially larger financial and other
resources than we do. From time to time, there may be competition for, and
shortage of, exploration, drilling and production equipment. These shortages
could lead to an increase in costs and to delays in operations that could have a
material adverse effect on our business. We may therefore not be able to acquire
desirable properties or equipment required to develop our properties. Problems
of this nature also could prevent us from producing any oil and natural gas we
discover at the rate we desire to do so.
Technology changes could put us at a competitive disadvantage.
The oil and gas industry is characterized by rapid and significant
technological advancements and introductions of new products and services using
new technologies. As new technologies develop, we may be placed at a competitive
disadvantage, and competitive pressures may force us to implement those new
technologies at a substantial cost. If other oil and gas finding companies
implement new technologies before we do, those companies may be able to provide
enhanced capabilities and superior quality compared with what we are able to
provide. We may not be able to respond to these competitive pressures and
implement new technologies on a timely basis or at an acceptable cost. One or
more of the technologies that we currently utilize or implement may become
obsolete in the future. If this occurs, our business could be materially
adversely affected. If we are unable to utilize the most advanced commercially
available technology, our business could be materially and adversely affected.
Government regulations could hurt our business.
The production and sale of oil and gas are subject to a variety of federal,
state and local government regulations, including regulations concerning the
prevention of waste, the discharge of materials into the environment, the
conservation of oil and natural gas, pollution, permits for drilling operations,
drilling bonds, reports concerning operations, the spacing of wells, the
unitization and pooling of properties, and various other matters including
taxes. Many jurisdictions have at various times imposed limitations on the
production of oil and gas by restricting the rate of flow for oil and gas wells
below their actual capacity to produce. Although we intend to be in compliance
with applicable environmental and other government laws and regulations, we
cannot guarantee that significant costs for compliance will not be incurred in
the future. The November 1998 blowout of the East Lost Hills exploratory well in
which we have an interest raises a number of these risks. However, we believe
that all costs associated with the blowout have been paid for through insurance
coverage or our direct payments.
Our operating results may vary significantly.
Our operating results, as a start-up company in the oil and gas industry,
may vary significantly during any financial period. These variations may be
caused by significant periods of time between each of our discoveries and
developments, if any, of oil or natural gas properties in commercial quantities.
These variations also may be caused by the volatility associated with oil and
gas prices.
Attempts to grow our business could have an adverse effect.
Because of our small size, we desire to grow rapidly in order to achieve
certain economies of scale. Although there is no assurance that this rapid
growth will occur, to the extent that it does occur it will place a significant
strain on our financial, technical, operational and administrative resources. As
we increase our services and enlarge the number of projects we are evaluating or
in which we are participating, there will be additional demands on our
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financial, technical and administrative resources. The failure to continue to
upgrade our technical, administrative, operating and financial control systems
or the occurrence of unexpected expansion difficulties, including the
recruitment and retention of geoscientists and engineers, could have a material
adverse effect on our business, financial condition and results of operations.
We depend on key employees.
We are highly dependent on the services of D. Scott Singdahlsen, our Chief
Executive Officer and President, Andrew P. Calerich, our Chief Financial
Officer, and our other geological and geophysical staff members. The loss of the
services of any of them could hurt our business. We do not have an employment
contract with Mr. Singdahlsen, Mr. Calerich or any other employee.
Our business may be limited.
We currently are pursuing only the oil and gas exploration business.
Although we are involved in other oil and gas projects, we are concentrating the
majority of our initial oil and gas exploration efforts in the San Joaquin
Basin. We are involved in eight separate and distinct projects in the San
Joaquin Basin, but our exploration efforts are concentrated in this same general
area and this lack of diverse business operations subjects us to a high degree
of concentration of risks. Our future success may depend upon our success in
discovering and developing oil and gas in commercial quantities on our San
Joaquin properties and upon the general economic success of the oil and gas
industry.
THE COMPANY
PYR Energy Corporation is a development stage independent oil and gas
exploration company whose strategic focus is the application of advanced seismic
imaging and computer-aided exploration technologies in the systematic search for
commercial hydrocarbon reserves, primarily in the onshore western United States.
We attempt to leverage our technical experience and expertise with seismic data
to identify exploration and exploitation projects with significant potential
economic return. We currently intend to participate in exploration projects as a
non-operating, working interest owner, sharing both risks and rewards with our
joint venture partners. We have and will continue to pursue exploration
opportunities in regions where we believe significant opportunity for discovery
of oil and gas exists. By reducing drilling risk through seismic technology, we
seek to improve the expected return on investment in our oil and gas exploration
projects.
Our predecessor was founded in 1996 by two geoscientists with extensive
seismic and geological experience in the western United States. Our employees
have extensive experience in exploration, exploitation and the application of
advanced geophysical technologies. Our business plan involves the following
strategy:
o Focus on high-impact exploration plays in the western United States in
under-exploited or under-explored mature basins
o Gain access to large, non-performing or under-performing acreage
positions
o Focus on play concepts that are expandable within a basin or region
o Use advanced seismic imaging, processing and visualization to reduce
drilling risks
o Use seismic to capture resolution of trapping geometry
o Leverage technical expertise with outside capital resources
o Retain control of the pre-drill exploration process
o Retain sizable working interest in each prospect
o Use industry partners for local operating expertise
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We were incorporated in March 1996 in the state of Delaware under the name
Mar Ventures Inc. Effective as of August 6, 1997, we purchased all the ownership
interests of PYR Energy, LLC, an oil and gas exploration company. Also on that
date, we issued units of our common stock and common stock purchase warrants for
approximately $1,700,000, net of fees and commissions. The warrants subsequently
expired without exercise. Effective as of November 12, 1997, we changed our name
to PYR Energy Corporation.
Our offices are located at 1675 Broadway, Suite 1150, Denver, Colorado
80202. The telephone number is (303) 825-3748, the facsimile number is (303)
825-3768, and our web site is www.pyrenergy.com.
USE OF PROCEEDS
Except as otherwise described in the applicable prospectus supplement, we
intend to use the net proceeds from the sale of our securities for general
corporate purposes, which may include the repayment of outstanding indebtedness,
working capital increases, capital expenditures and acquisitions. Pending
application, the proceeds may be invested in short-term obligations or qualified
government or marketable securities. Any specific allocations of the proceeds to
a particular purpose that have been made at the date of any prospectus
supplement will be described in that prospectus supplement.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital consists of 50,000,000 shares of $.001 par value
common stock and 1,000,000 shares of $.001 par value preferred stock. We had
19,204,069 shares of common stock issued and outstanding as of November 28,
2000, and these outstanding shares were held by approximately 2,250
stockholders. We also had outstanding 14,263 shares of Series A Preferred Stock
held by 54 holders. We also has an aggregate of 908,693 warrants outstanding to
purchase 908,693 shares of our common stock.
The following is a description of our securities, some or all of which may
be offered pursuant to prospectus supplements.
Common Stock
Each share of the common stock is entitled to share equally with each
other share of common stock in dividends if and when declared by the board of
directors. Upon our liquidation or dissolution, whether voluntary or
involuntary, each share of common stock is entitled to share equally in our
assets that are available for distribution to the holders of the common stock.
Each holder of common stock is entitled to one vote per share for all purposes,
except that in the election of directors, each holder has the right to vote that
number of shares for as many persons as there are directors to be elected.
Cumulative voting is not allowed in the election of directors or for any other
purpose, and the holders of common stock have no preemptive rights, redemption
rights or rights of conversion with respect to the common stock. The holders of
more than 50 percent of the shares of common stock could, therefore, if they
chose to do so and unless subject to a voting agreement to the contrary, elect
all our directors. All outstanding shares of common stock and all shares
underlying the warrants when issued will be fully paid and nonassessable by the
Company. The board of directors is authorized to issue additional shares of
common stock within the limits authorized by our Certificate Of Incorporation
and without stockholder action.
We have not paid any cash dividends since our inception.
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We reserved a sufficient number of shares of common stock for issuance upon
the exercise of options under our 1997 and 2000 Stock Option Plans.
Anti-Takeover Provisions Of Delaware Law. We are subject to Section 203 of
the Delaware General Corporation Law. Generally, that law prohibits a publicly
held Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless (1)
prior to the date of the business combination, the transaction is approved by
the board of directors of the corporation, (2) upon consummation of the
transaction which resulted in the stockholder becoming an interested
stockholder, the interested stockholder owns at least 85% of the outstanding
voting stock, or (3) on or after such date the business combination is approved
by the board and by the affirmative vote of at least 66 2/3% of the outstanding
voting stock which is not owned by the interested stockholder. A "business
combination" includes a merger, asset sale and other transactions resulting in a
financial benefit to the stockholder. An "interested stockholder" is a person
who, together with affiliates and associates, owns (or within three years, did
own) 15% or more of the corporation's voting stock. The provisions of Section
203 may have the effect of delaying, deferring or preventing a change of control
of the Company.
Director Liability. Our certificate of incorporation contains a provision
that limits the liability of our directors to the fullest extent permitted by
the Delaware General Corporation Law. The provision eliminates the personal
liability of our directors and stockholders for monetary damages for breaches of
their fiduciary duty of care. As a result, stockholders may be unable to recover
monetary damages against directors for negligent or grossly negligent acts or
omissions in violation of their duty of care. The provision does not change the
liability of a director for breach of his duty of loyalty to the Company or to
stockholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, for the declaration or
payment of dividends in violation of Delaware law or in respect of any
transaction from which a director received an improper personal benefit. Our
certificate of incorporation provides that if the Delaware General Corporation
Law is amended to further limit such liability, then the liability of directors
will be limited or eliminated to the maximum extent permitted by law as so
amended.
Preferred Stock
We are authorized to issue 1,000,000 shares of preferred stock. At the
present time, 25,000 shares of preferred stock are designated as the Series A
Preferred Stock and were issued in April 1999 upon the conversion of convertible
promissory notes that we issued in November 1998. See below "-Series A Preferred
Stock". Under our certificate of incorporation, the board of directors may from
time to time establish and issue one or more series of preferred stock and fix
the designations, powers, preferences and rights of the shares of that series
and the qualifications, limitations or restrictions on those shares. A
description of possible terms is set forth below. The number of authorized
shares of preferred stock may be increased or decreased (but not below the
number of shares of preferred stock then outstanding) by the affirmative vote of
the holders of a majority of the voting power of all of the then outstanding
shares of our capital stock entitled to vote generally in the election of
directors voting together as a single class, without a separate vote of the
holders of the preferred stock, or any series of preferred stock, unless a vote
of any such holders is required pursuant to any certificate of designation
relating to a series of preferred stock.
The following description of the preferred stock sets forth certain general
terms and provisions of the preferred stock to which any prospectus supplement
may relate. Certain other terms of a particular series of preferred stock will
be described in the prospectus supplement relating to that series. If so
indicated in the prospectus supplement, the terms of any such series may differ
from the terms set forth below. The description of certain provisions of the
preferred stock set forth below and in any prospectus supplement does not
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purport to be complete and is subject to and qualified in its entirety by
reference to our certificate of incorporation and bylaws and the certificate of
designation relating to each series of preferred stock, which will be filed with
the SEC in connection with the offering of that series of preferred stock.
General. Subject to limitations prescribed by Delaware law and our
certificate of incorporation and bylaws, the board of directors is authorized to
fix the number of shares constituting each series of preferred stock and the
designations, relative rights, preferences and limitations of that series. These
may include provisions concerning voting, redemption, dividends, dissolution,
the distribution of assets, conversion or sinking funds, and other subjects or
matters as may be fixed by resolution of the board of directors or a duly
authorized committee of the board. The preferred stock will, when issued, be
fully paid and nonassessable upon issuance against the full payment of the
purchase price for that stock, and will not have, or be subject to, any
preemptive or similar rights.
Reference is made to the prospectus supplement relating to the series of
preferred stock offered by that supplement for specific terms, including the
following:
o the class or series, title and stated value of that preferred stock;
o the number of shares of that preferred stock offered, the liquidation
preference per share and the offering price of that preferred stock;
o the dividend rate(s), period(s) and/or payment date(s) or method(s) of
calculation of those terms applicable to that preferred stock;
o whether dividends on that preferred stock will be cumulative and, if
cumulative, the date from which dividends on that preferred stock will
accumulate;
o the procedures for any auction and remarketing, if any, for that
preferred stock;
o provisions for a sinking fund, if any, for that preferred stock;
o provisions for redemption, if applicable, of that preferred stock;
o any listing of that preferred stock on any securities exchange;
o the terms and conditions, if applicable, upon which that preferred
stock will be convertible into other of our securities, including the
conversion price (or manner of calculation of the conversion price);
o whether interests in that preferred stock will be represented by
depositary shares;
o a discussion of certain federal income tax considerations applicable
to that preferred stock; and
o any other material terms, preferences, rights, limitations or
restrictions of that preferred stock.
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Rank. Unless otherwise specified in the prospectus supplement, the
preferred stock will, with respect to (as applicable) dividend rights and rights
upon liquidation, dissolution or winding up of the Company, rank
o senior to all classes or series of our common stock and to all our
equity securities the terms of which provide that those equity
securities are subordinated to that preferred stock;
o on a parity with all our equity securities other than those referred
to in previous and following clauses;
o junior to all our equity securities which the terms of that preferred
stock provide will rank senior to it.
For these purposes, the term "equity securities" does not include
convertible debt securities.
Transfer Agent And Registrar. The transfer agent and registrar for the
preferred stock will be set forth in the applicable prospectus supplement.
Series A Preferred Stock
The notes we issued in November 1998 were automatically converted into
25,000 shares of our redeemable convertible Series A Preferred stock in April
1999 when our stockholders approved the Series A Preferred. All the Series A
Preferred subsequently were converted into 4,166,667 shares of common stock.
Description Of Depositary Shares
General. We may issue depositary shares, each of which will represent a
fractional interest of a share of a particular series of preferred stock, as
specified in the applicable prospectus supplement. Shares of a series of
preferred stock represented by depositary shares will be deposited under a
separate deposit agreement among the Company, the depositary named in the
depositary agreement and the holders from time to time of the depositary
receipts issued by the preferred stock depositary that will evidence the
depositary shares. Subject to the terms of the deposit agreement, each owner of
a depositary receipt will be entitled, in proportion to the fractional interest
of a share of a particular series of preferred stock represented by the
depositary shares evidenced by that depositary receipt, to all the rights and
preferences of the series of preferred stock represented by those depositary
shares (including dividend, voting, conversion, redemption and liquidation
rights).
The depositary shares will be evidenced by depositary receipts issued
pursuant to the applicable deposit agreement. Immediately following our issuance
and delivery of a series of preferred stock to the preferred stock depositary,
we will cause the preferred stock depositary to issue, on our behalf, the
depositary receipts. Copies of the applicable form of deposit agreement and
depositary receipt may be obtained from us upon request. The statements made in
this prospectus relating to the deposit agreement and the depositary receipts to
be issued under the depositary agreement are summaries of certain anticipated
provisions of those agreements and do not purport to be complete and are subject
to, and qualified in their entirety by reference to, all of the provisions of
the applicable deposit agreement and related depositary receipts.
Dividends And Other Distributions. The preferred stock depositary will
distribute any cash dividends or other cash distributions received in respect of
a series of preferred stock to the record holders of depositary receipts
evidencing the related depositary shares in proportion to the number of those
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depositary receipts owned by such holders, subject to certain obligations of
holders to file proofs, certificates and other information and to pay certain
charges and expenses to the preferred stock depositary.
In the event of a distribution other than in cash, the preferred stock
depositary will distribute property received by it to the record holders of
depositary receipts entitled to that property, subject to certain obligations of
holders to file proofs, certificates and other information and to pay certain
charges and expenses to the preferred stock depositary, unless the preferred
stock depositary determines that it is not feasible to make that distribution.
If that occurs, the preferred stock depositary may, with our approval, sell that
property and distribute the net proceeds from that sale to the holders.
Withdrawal Of Preferred Stock. Upon surrender of the depositary receipts at
the corporate trust office of the preferred stock depositary (unless the related
depositary shares have previously been called for redemption), the holders of
those receipts will be entitled to delivery at that office, to or upon that
holder's order, of the number of whole or fractional shares of the series of
preferred stock and any money or other property represented by the depositary
shares evidenced by those depositary receipts. Holders of depositary receipts
will be entitled to receive whole or fractional shares of the related series of
preferred stock on the basis of the proportion of preferred stock represented by
each depositary share as specified in the applicable prospectus supplement, but
holders of those shares of preferred stock will not thereafter be entitled to
receive depositary shares for those shares. If the depositary receipts delivered
by the holder evidence a number of depositary shares in excess of the number of
depositary shares representing the number of shares of preferred stock to be
withdrawn, the preferred stock depositary will deliver to that holder at the
same time a new depositary receipt evidencing the excess number of depositary
shares.
Redemption. Whenever we redeem shares of a series of preferred stock held
by the preferred stock depositary, the preferred stock depositary will redeem as
of the same redemption date the number of depositary shares representing shares
of that series of preferred stock so redeemed, provided we shall have paid in
full to the preferred stock depositary the redemption price of the preferred
stock to be redeemed plus an amount equal to any accrued and unpaid dividends on
those shares to the date fixed for redemption. The redemption price per
depositary share will be equal to the corresponding proportion of the redemption
price and any other amounts per share payable with respect to that series of
preferred stock. If fewer than all the depositary shares are to be redeemed, the
depositary shares to be redeemed will be selected pro rata (as nearly as may be
practicable without creating fractional depositary shares) or by any other
equitable method we determine. From and after the date fixed for redemption, all
dividends in respect of the shares of a series of preferred stock called for
redemption will cease to accrue, the depositary shares called for redemption
will no longer be deemed to be outstanding and all rights of the holders of the
depositary receipts evidencing the depositary shares called for redemption will
cease, except the right to receive any moneys payable upon that redemption and
any money or other property to which the holders of those depositary receipts
were entitled upon that redemption and surrender of those depositary receipts to
the preferred stock depositary.
Voting. Upon receipt of notice of any meeting at which the holders of a
series of preferred stock deposited with the preferred stock depositary are
entitled to vote, the preferred stock depositary will mail the information
contained in that notice of meeting to the record holders of the depositary
receipts evidencing the depositary shares which represent that series of
preferred stock. Each record holder of depositary receipts evidencing depositary
shares on the record date (which will be the same date as the record date for
that series of preferred stock) will be entitled to instruct the preferred stock
depositary as to the exercise of the voting rights pertaining to the amount of
preferred stock represented by that holder's depositary shares. The preferred
stock depositary will vote the amount of that series of preferred stock
represented by that depositary shares in accordance with those instructions, and
we will agree to take all reasonable action that may be deemed necessary by the
preferred stock depositary in order to enable the preferred stock depositary to
do so. The preferred stock depositary will abstain from voting the amount of
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that series of preferred stock represented by those depositary shares to the
extent it does not receive specific instructions from the holders of depositary
receipts evidencing those depositary shares. The preferred stock depositary will
not be responsible for any failure to carry out any instruction to vote, or for
the manner or effect of any such vote made, as long as any such action or
non-action is in good faith and does not result from negligence or willful
misconduct of the preferred stock depositary.
Liquidation Preference. In the event of the liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, the holders of each
depositary receipt will be entitled to the fraction of the liquidation
preference accorded each share of preferred stock represented by the depositary
shares evidenced by that depositary receipt, as set forth in the applicable
prospectus supplement.
Conversion. The depositary shares, as such, are not convertible into common
stock or any other of our securities or property. Nevertheless, if so specified
in the applicable prospectus supplement relating to an offering of depositary
shares, the depositary receipts may be surrendered by their holders to the
preferred stock depositary with written instructions to the preferred stock
depositary to instruct us to cause conversion of a series of preferred stock
represented by the depositary shares evidenced by those depositary receipts into
whole shares of common stock, other shares of preferred stock or other shares of
our capital stock, and we have agreed that upon receipt of those instructions
and any amounts payable in respect of those depositary receipts, we will cause
the conversion of those depositary receipts using the same procedures as those
provided for delivery of preferred stock to effect that conversion. If the
depositary shares evidenced by a depositary receipt are to be converted in part
only, a new depositary receipt or receipts will be issued for any depositary
shares not to be converted. No fractional shares of common stock will be issued
upon conversion, and if that conversion would result in a fractional share being
issued, we will pay an amount in cash equal to the value of the fractional
interest based upon the closing price of the common stock on the last business
day prior to the conversion.
Amendment And Termination Of The Deposit Agreement. The form of depositary
receipt evidencing the depositary shares that represent the preferred stock and
any provision of the deposit agreement may at any time be amended by agreement
between us and the preferred stock depositary. However, any amendment that
materially and adversely alters the rights of the holders of depositary receipts
or that would be materially and adversely inconsistent with the rights granted
to the holders of the related series of preferred stock will not be effective
unless that amendment has been approved by the existing holders of at least
two-thirds of the depositary shares evidenced by the depositary receipts then
outstanding. No amendment shall impair the right, subject to certain exceptions
in the deposit agreement, of any holder of depositary receipts to surrender any
depositary receipt with instructions to deliver to the holder the related series
of preferred stock and all money and other property, if any, represented
thereby, except in order to comply with law. Every holder of an outstanding
depositary receipt at the time any such amendment becomes effective shall be
deemed, by continuing to hold that receipt, to consent and agree to that
amendment and to be bound by the deposit agreement as amended.
We may terminate the deposit agreement upon not less than 30 days' prior
written notice to the preferred stock depositary if a majority of each series of
preferred stock subject to that deposit agreement consents to that termination,
in which case the preferred stock depositary shall deliver or make available to
each holder of depositary receipts, upon surrender of the depositary receipts
held by that holder, the number of whole or fractional shares of each such
series of preferred stock as are represented by the depositary shares evidenced
by those depositary receipts together with any other property held by the
preferred stock depositary with respect to those depositary receipts. In
addition, the deposit agreement will automatically terminate if (1) all
outstanding depositary shares issued under that agreement shall have been
redeemed, (2) there shall have been a final distribution in respect of each
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series of preferred stock subject to that deposit agreement in connection with
any liquidation, dissolution or winding up of the Company and that distribution
shall have been distributed to the holders of depositary receipts evidencing the
depositary shares representing that series of preferred stock or (3) each share
of preferred stock subject to that deposit agreement shall have been converted
into capital stock not so represented by depositary shares.
Charges Of Preferred Stock Depositary. We will pay all transfer and other
taxes and governmental charges arising solely from the existence of the deposit
agreement. In addition, we will pay the fees and expenses of the preferred stock
depositary in connection with the performance of its duties under the deposit
agreement. However, holders of depositary receipts will pay certain transfer and
other taxes and governmental charges, as well as the fees and expenses of the
preferred stock depositary for any duties requested by such holders to be
performed which are outside of those expressly provided for in the deposit
agreement.
Resignation And Removal Of Preferred Stock Depositary. The preferred stock
depositary may resign at any time by delivering to us notice of its election to
do so, and we may at any time remove the preferred stock depositary, any such
resignation or removal to take effect upon the appointment of a successor
preferred stock depositary. A successor preferred stock depositary must be
appointed within 60 days after delivery of the notice of resignation or removal
and must be a bank or trust company having its principal office in the United
States and having a combined capital and surplus of at least $50,000,000.
Miscellaneous. The preferred stock depositary will forward to holders of
depositary receipts any reports and communications from us that are received by
the preferred stock depositary with respect to the related preferred stock.
Pursuant to the terms of the deposit agreement, neither the preferred stock
depositary nor we will be liable if it is prevented from or delayed in, by law
or any circumstances beyond either of our control, performing our respective
obligations under the deposit agreement. The obligations of the Company and the
preferred stock depositary under the deposit agreement will be limited to
performing their respective duties under the agreement in good faith and without
negligence (in the case of any action or inaction in the voting of a series of
preferred stock represented by the depositary shares), gross negligence or
willful misconduct, and the Company and the preferred stock depositary will not
be obligated to prosecute or defend any legal proceeding in respect of any
depositary receipts, depositary shares or shares of a series of preferred stock
represented by those receipts unless satisfactory indemnity is furnished. We and
the preferred stock depositary may rely on written advice of counsel or
accountants, or information provided by persons presenting shares of a series of
preferred stock represented thereby for deposit, holders of depositary receipts
or other persons believed in good faith to be competent to give that
information, and on documents believed in good faith to be genuine and signed by
a proper party.
In the event the preferred stock depositary receives conflicting claims,
requests or instructions from any holders of depositary receipts, on the one
hand, and us, on the other hand, the preferred stock depositary will be entitled
to act on the claims, requests or instructions received from us.
Description Of Warrants
We may issue warrants for the purchase of preferred stock and common stock.
Warrants may be issued independently or together with preferred stock or common
stock offered by any prospectus supplement and may be attached to or separate
from that preferred stock or common stock. Each series of warrants will be
issued under a separate warrant agreement to be entered into between us and a
bank or trust company, as warrant agent, all as set forth in the prospectus
supplement relating to the particular issue of offered warrants. The warrant
agent will act solely as our agent in connection with the warrant certificates
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relating to the warrants and will not assume any obligation or relationship of
agency or trust for or with any holders of warrant certificates or beneficial
owners of warrants. The following summaries of certain provisions of the warrant
agreements and warrants do not purport to be complete and are subject to, and
are qualified in their entirety by reference to, all the provisions of the
warrant agreement and the warrant certificates relating to each series of
warrants which will be filed with the SEC and incorporated by reference as an
exhibit to the registration statement of which this prospectus is a part at or
prior to the time of the issuance of that series of warrants.
General. If warrants are offered, the applicable prospectus supplement will
describe the terms of those warrants, including, in the case of warrants for the
purchase of preferred stock or common stock, the following where applicable:
o the offering price;
o the aggregate number of shares purchasable upon exercise of the
warrants and the exercise price;
o the designation and terms of the series of preferred stock or common
stock with which those warrants are being offered, if any, and the
number of those warrants being offered with each such preferred stock
or common stock;
o the date, if any, on and after which those warrants and any related
series of preferred stock or common stock will be transferable
separately;
o the date on which the right to exercise those warrants shall commence
and the expiration date;
o any special United States Federal income tax consequences;
o the terms, if any, on which we may accelerate the date by which the
warrants must be exercised; and
o any other terms of the warrants.
Warrant certificates may be exchanged for new warrant certificates of
different denominations, may (if in registered form) be presented for
registration of transfer, and may be exercised at the corporate trust office of
the applicable warrant agent or any other office indicated in the applicable
prospectus supplement. Prior to the exercise of any warrants to purchase
preferred stock or common stock, holders of those warrants will not have any
rights of holders of that preferred stock or common stock, including the right
to receive payments of dividends, if any, on that capital stock, or to exercise
any applicable right to vote.
Exercise Of Warrants. Each warrant will entitle its holder to purchase the
number of shares of preferred stock or common stock, as the case may be, at the
exercise price as shall in each case be set forth in, or shall be calculable
from, the prospectus supplement relating to the offered warrants. After the
close of business on the expiration date (or such later date to which the
expiration date may be extended by us),unexercised warrants will become void.
Warrants may be exercised by delivering to the applicable warrant agent
payment as provided in the applicable prospectus supplement of the amount
required to purchase the preferred stock or common stock, as the case may be,
purchasable upon such exercise together with certain information set forth on
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the reverse side of the warrant certificate. Warrants will be deemed to have
been exercised upon receipt of payment of the exercise price in cash or by
certified or official bank check, subject to the receipt within five (5)
business days of the warrant certificate evidencing those warrants. Upon receipt
of that payment at the corporate trust office of the applicable warrant agent or
any other office indicated in the applicable prospectus supplement, we will, as
soon as practicable, issue and deliver the preferred stock or common stock, as
the case maybe, purchasable upon that exercise. If fewer than all of the
warrants represented by the warrant certificate are exercised, a new warrant
certificate will be issued for the remaining amount of warrants.
Amendments And Supplements To Warrant Agreements. The warrant agreements
may be amended or supplemented without the consent of the holders of the
warrants issued under those agreements to effect changes that are not
inconsistent with the provisions of the warrants and that do not adversely
affect the interests of the holders of the applicable warrants.
Warrant Adjustments. The applicable prospectus supplement will specify the
manner, if any, in which the exercise price of, and the number or amount of
securities covered by, a warrant for preferred stock or common stock is subject
to adjustment in certain circumstances.
Currently Outstanding Warrants
The following warrants are currently outstanding:
o warrants to purchase 168,037 shares of common stock at an exercise
price of $2.50 until May 14, 2004 held by 23 holders, which
warrants have been called for redemption and, if not exercised, will
be redeemed for $.001 per warrant on December 28, 2000;
o warrants to purchase 22,000 shares of common stock at an exercise
price of $4.25 until May 19, 2003 held by 10 holders;
o warrants to purchase 425,714 shares of common stock at an exercise
price of $4.80 until July 31, 2003 held by 21 holders; and
o warrants to purchase 70,875 shares of common stock at an exercise
price of $5.50 until July 31, 2003 held by one holder.
PLAN OF DISTRIBUTION
We may sell the securities in and/or outside the United States in any of
the following manners:
o through underwriters;
o through dealers acting as principal or as agent;
o directly to a limited number of purchasers or to a single purchaser;
or
o through agents.
The applicable prospectus supplement with respect to any offering of
securities will set forth the terms of the offering of the securities, including
the name or names of any underwriters, dealers or agents, the purchase price of
the securities and the proceeds from that sale, any delayed delivery
arrangements, any discounts or commissions and other items constituting
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compensation allowed or paid to any underwriters, dealers or agents, any
aggregate initial public offering price and any discounts or concessions allowed
or reallowed or paid to dealers. Any aggregate initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
Underwriters
If underwriters are used in the sale, the securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
securities may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more
firms acting as underwriters. The underwriter or underwriters with respect to a
particular underwritten offering of securities will be named in the prospectus
supplement relating to such offering and, if an underwriting syndicate is used,
the managing underwriter or underwriters will be set forth on the cover of that
prospectus supplement. Unless otherwise set forth in the prospectus supplement
relating to those securities, the obligations of the underwriters to purchase
the securities will be subject to conditions precedent, and the underwriters
will be obligated to purchase all the securities if any are purchased.
Dealers
If dealers are utilized in the sale of securities in respect of which this
prospectus is delivered, we will sell those securities to the dealers acting as
principals or agents. The dealers may then resell the securities to the public
at varying prices to be determined by the dealers at the time of resale. The
terms of the transaction will be set forth in the prospectus supplement relating
to those securities to the extent required by the Securities Act.
Direct Sales
The securities may be sold directly by us or through agents designated by
us from time to time. Any agent involved in the offer or sale of the securities
in respect to which this prospectus is delivered will be named, and any
commissions payable by us to that agent will be set forth, in the prospectus
supplement relating to those securities to the extent required by the Securities
Act. Unless otherwise indicated in the prospectus supplement, any such agent
will be acting on a reasonable best efforts basis for the period of its
appointment.
The securities may be sold directly by us to institutional investors or
others, who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any resale of those securities. The terms of any
such sales, including the terms of any bidding or auction process, will be
described in the prospectus supplement relating to those securities.
Sales By Agents
If so indicated in the applicable prospectus supplement, we will authorize
agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase securities from us at the public offering price set
forth in the prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. These
contracts will be subject only to those conditions set forth in the applicable
prospectus supplement, and the prospectus supplement will set forth the
commission payable for solicitation of those contracts.
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Over-Allotments And Stabilization
In connection with the offering, the underwriters may purchase and sell the
additional securities in the open market. These transactions may include
over-allotment and stabilizing transactions and purchases to cover short
positions created by the underwriters in connection with the offering.
Stabilizing transactions consist of certain bids or purchases for the purpose of
preventing or retarding a decline in the market price of the securities; and
short positions created by the underwriters involve the sale by the underwriters
of a greater number of securities than they are required to purchase from us in
the offering. The underwriters also may impose a penalty bid, whereby selling
concessions allowed to broker-dealers in respect of the securities sold in the
offering may be reclaimed by the underwriters if those securities are
repurchased by the underwriters in stabilizing or covering transactions. These
activities may stabilize, maintain or otherwise affect the market price of the
securities, which may be higher than the price that might otherwise prevail in
the open market; and these activities, if commenced, may be discontinued at any
time. These transactions may be effected in the over-the-counter market or
otherwise.
Indemnification
Agents, dealers and underwriters may be entitled under agreements entered
into with us to indemnification by us against certain civil liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments that those agents, dealers or underwriters may be required to make
in accordance with that agreement. Agents, dealers and underwriters may be
customers of, engage in transactions with, or perform services for us in the
ordinary course of business or otherwise.
Trading Markets
Each series of securities, other than the common stock, will be a new issue
with no established trading market. The common stock is listed on the American
Stock Exchange. Any common stock sold pursuant to a prospectus supplement will
be listed on that exchange, subject to official notice of issuance. We may elect
to list any series of preferred stock, depositary shares or warrants on an
exchange, but are not obligated to do so. If so indicated in the applicable
prospectus supplement, any underwriters or agents to or through whom securities
are sold by us may make a market in those securities, but such underwriters or
agents will not be obligated to do so and may discontinue any market making at
any time without notice. No assurance can be given as to the liquidity of the
trading market for any securities.
LEGAL MATTERS
Patton Boggs LLP, Denver, Colorado, acted as our counsel in connection with
this offering, including the validity of the issuance of the securities offered
in this prospectus. Attorneys employed by that law firm beneficially own 31,950
shares of our common stock and warrants to purchase 1,675 shares of common
stock.
EXPERTS
The financial statements appearing in our Annual Report on Form 10-KSB for
the fiscal year ended August 31, 2000 have been audited by Wheeler Wasoff, P.C.,
independent auditors, as set forth in their report included in the Annual Report
and incorporated in this prospectus by reference. Those financial statements are
incorporated in this prospectus by reference in reliance upon that report and
upon the authority of that firm as experts in auditing and accounting.
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SECURITIES AND EXCHANGE COMMISSION POSITION ON CERTAIN INDEMNIFICATION
Pursuant to Delaware law, our board of directors has the power to indemnify
officers and directors, present and former, for expenses incurred by them in
connection with any proceeding they are involved in by reason of their being or
having been an officer or director of the Company. The person being indemnified
must have acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to our best interests. Our bylaws grant this
indemnification to our officers and directors.
Insofar as indemnification for liability arising under the Securities Act
may be permitted to directors, officers or persons controlling 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 and is, therefore, unenforceable.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS AND CAUTIONARY STATEMENTS
This prospectus and the documents incorporated into this prospectus by
reference include "forward-looking statements" within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. All statements other
than statements of historical fact included in or incorporated into this
prospectus regarding our financial position, business strategy, plans and
objectives of management for future operations, and capital expenditures are
forward-looking statements. Although we believe that the expectations reflected
in those forward-looking statements are reasonable, we can give no assurance
that those expectations will prove to have been correct.
Additional statements concerning important factors that could cause actual
results to differ materially from our expectations ("Cautionary Statements") are
disclosed in this prospectus, including the "Risk Factors" section, and in the
documents incorporated into this prospectus. All written and oral
forward-looking statements attributable to us or persons acting on our behalf
subsequent to the date of this prospectus are expressly qualified in their
entirety by the Cautionary Statements.
WHERE YOU CAN FIND MORE AVAILABLE INFORMATION
This prospectus constitutes a part of a registration statement on Form S-3
filed with the SEC under the Securities Act. The registration statement on Form
S-3, together with any amendments, are referred to in this prospectus as the
registration statement. This prospectus does not contain all the information set
forth in the registration statement and exhibits to the registration statement,
and statements included in this prospectus as to the content of any contract or
other document referred to are not necessarily complete. For further
information, please review the registration statement and the exhibits and
schedules filed with the registration statement. In each instance where a
statement contained in this prospectus regards the contents of any contract or
other document filed as an exhibit to the registration statement, reference is
made to the copy of that contract or other document filed as an exhibit to the
registration statement, and those statements are qualified in all respects by
this reference.
We are subject to the periodic reporting and other informational
requirements of the Exchange Act. The reports and other information that we file
with the SEC can be inspected and copied at the following public reference
facilities maintained by the SEC:
o 450 Fifth Street, N.W., Washington, D.C. 20549, Room 1024
o 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511
o 7 World Trade Center, New York, New York 10048.
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Copies of these materials also can be obtained at prescribed rates by
writing to the SEC, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Documents filed electronically by the Company with the
SEC are available at the SEC's World Wide Web site at http://www.sec.gov. The
SEC's World Wide Web site contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.
Information about the operation of the SEC's public reference facilities may be
obtained by calling the SEC at 1-800-SEC-0330.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents that previously were, or are required in the future
to be, filed with the SEC (File No. 001-14462) pursuant to the Exchange Act are
incorporated into this prospectus by reference:
o Our Annual Report on Form 10-KSB for the year ended August 31, 2000;
o Our Proxy Statement dated February 18, 2000 concerning our Annual
Meeting of Stockholders held on March 13, 2000;
o Any reports filed under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this prospectus and prior to
the termination of the offering made hereby.
We will provide without charge to each person to whom a copy of this
prospectus has been delivered, upon request, a copy of any or all of the
documents referred to above that have been or may be incorporated in this
prospectus by reference. Requests for copies should be directed to D. Scott
Singdahlsen, President, PYR Energy Corporation, 1675 Broadway, Suite 1150,
Denver, Colorado 80202, telephone number (303) 825-3748.
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PYR ENERGY CORPORATION
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TABLE OF CONTENTS
Page
----
RISK FACTORS........................... 3
THE COMPANY............................ 6
USE OF PROCEEDS........................ 7
DESCRIPTION OF CAPITAL STOCK........... 7
PLAN OF DISTRIBUTION.................. 15
LEGAL MATTERS.......................... 17
EXPERTS................................ 17
SECURITIES AND EXCHANGE
COMMISSION POSITION ON
CERTAIN INDEMNIFICATION.............. 18
DISCLOSURE REGARDING FORWARD- ________________________
LOOKING STATEMENT
CAUTIONARY STATEMENTS................ 18 PROSPECTUS
WHERE YOU CAN FIND MORE AVAILABLE ________________________
INFORMATION.......................... 18
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE............... 19
December __, 2000
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses Of Issuance And Distribution.
The following is an itemization of all expenses (subject to future
contingencies) incurred or to be incurred by the Registrant in connection with
the registration of the securities being offered.
Registration and filing fee........................ $ 19,800
Printing and engraving expenses*................... $ 20,000
Accounting fees*................................... $ 3,500
Legal fees*........................................ $ 20,000
Blue Sky fees and expenses*........................ $ 10,000
Registration fees.................................. $ 10,000
Miscellaneous*..................................... $ 1,700
--------
Total.............................................. $ 85,000
========
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* Estimated.
Item 15. Indemnification Of Directors And Officers.
The Delaware General Corporation Law provides for indemnification by a
corporation of costs incurred by directors, employees, and agents in connection
with an action, suit, or proceeding brought by reason of their position as a
director, employee, or agent. The person being indemnified must have acted in
good faith and in a manner that the person reasonably believed to be in or not
opposed to the best interests of the corporation.
In addition to the general indemnification section, Delaware law provides
further protection for directors under Section 102(b)(7) of the General
Corporation Law of Delaware. This section was enacted in June 1986 and allows a
Delaware corporation to include in its Certificate Of Incorporation a provision
that eliminates and limits certain personal liability of a director for monetary
damages for certain breaches of the director's fiduciary duty of care, provided
that any such provision does not (in the words of the statute) do any of the
following:
"eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its 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 of this Title
[dealing with willful or negligent violation of the statutory provision
concerning dividends, stock purchases and redemptions], or (iv) for any
transaction from which the director derived an improper personal benefit.
No such provision shall eliminate or limit the liability of a director for
any act or omission occurring prior to the date when such provision becomes
effective. . ."
The Board Of Directors is empowered to make other indemnification as
authorized by the Certificate Of Incorporation, Bylaws or corporate resolution
so long as the indemnification is consistent with the Delaware General
Corporation Law. Under the Company's Bylaws, the Company is required to
indemnify its directors, officers, and other representatives of the Company for
costs incurred by each of them in connection with any action, suit, or
proceeding brought by reason of their position as a director, officer, or
representative.
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Item 16. Exhibits.
The following is a complete list of Exhibits filed as part of this
Registration Statement, which Exhibits are incorporated herein.
Number Description
------ -----------
**1.1 Form of Underwriting Agreement between the Company and the
Underwriter(s) with respect to the Securities.
**1.2 Form of Agency Agreement.
**1.3 Form of Distribution Agreement.
**4.1 Form of Designating Amendment for Preferred Stock.
**4.2 Form of Deposit Agreement.
**4.3 Form of Warrant Agreement between the Company and the Warrant Agent.
**5 Opinion of legal counsel regarding legality of securities being
registered.
*23.1 Consent of legal counsel.
*23.2 Consent of Wheeler Wasoff, P.C.
24.1 Power of Attorney (included in Part II of Registration Statement).
---------------
* Filed herewith.
** To be filed either by amendment or as an exhibit to a report of the Company
filed pursuant to the Securities Exchange Act of 1934, as amended and
incorporated.
Item 17. Undertakings.
The undersigned Company hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information 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 Commission
pursuant to Rule 424(b) promulgated 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.
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(iii) Include any additional or changed material information on the
plan of distribution.
Provided, however, that the provisions of this Section 1 do not apply if
the information required in a post-effective amendment is incorporated by
reference from periodic reports filed by the undersigned under the Securities
Exchange Act of 1934.
(2) That, 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 therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(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.
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, the Company has been
advised that in the opinion of the Securities And Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
In accordance with 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, in the City of Denver,
State of Colorado, on December 13, 2000.
PYR ENERGY CORPORATION
By: /s/ D. Scott Singdahlsen
---------------------------------------------
D. Scott Singdahlsen, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors
of the Registrant, by virtue of their signatures appearing below to this
Registration Statement, hereby constitute and appoint D. Scott Singdahlsen or
Andrew P. Calerich, and each or either of them, with full power of substitution,
as attorneys-in-fact in their names, place and stead to execute any and all
amendments to this Registration Statement in the capacities set forth opposite
their name and hereby ratify all that said attorneys-in-fact and each of them or
his substitutes may do by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, the
Registration Statement was signed by the following persons in the capacities and
on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ D. Scott Singdahlsen Chief Executive Officer December 13, 2000
-------------------------- (Principal Executive Officer);
D. Scott Singdahlsen President; and Chairman Of
The Board
/s/ Keith F. Carney Director December 13, 2000
--------------------------
Keith F. Carney
/s/ S.L. Hutchison Director December 13, 2000
--------------------------
S.L. Hutchison
/s/ Bryce W. Rhodes Director December 13, 2000
--------------------------
Bryce W. Rhodes
/s/ Andrew P. Calerich Chief Financial Officer December 13, 2000
-------------------------- (Principal Financial Officer
Andrew P. Calerich Principal Accounting Officer);
Vice President; and
Secretary
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EXHIBIT INDEX
The following is a complete list of Exhibits filed as part of this
Registration Statement, which Exhibits are incorporated herein.
Number Description
------ -----------
**1.1 Form of Underwriting Agreement between the Company and the
Underwriter(s) with respect to the Securities.
**1.2 Form of Agency Agreement.
**1.3 Form of Distribution Agreement.
**4.1 Form of Designating Amendment for Preferred Stock.
**4.2 Form of Deposit Agreement.
**4.3 Form of Warrant Agreement between the Company and the Warrant Agent.
**5 Opinion of legal counsel regarding legality of securities being
registered.
*23.1 Consent of legal counsel.
*23.2 Consent of Wheeler Wasoff, P.C.
24.1 Power of Attorney (included in Part II of Registration Statement).
---------
* Filed herewith.
** To be filed either by amendment or as an exhibit to a report of the Company
filed pursuant to the Securities Exchange Act of 1934, as amended and
incorporated.
