AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 2000
Registration No. 333-51764
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3/A-1
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
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(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 effective date of this Registration Statement as determined by the
Company.
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. [ ]
<PAGE>
EXPLANATORY NOTE
PYR Energy Corporation has prepared this Amendment No. 1 for the purpose of
filing with the Securities And Exchange Commission Exhibit No. 5 to the
Registration Statement. Amendment No. 1 does not modify any provisions of the
Prospectus or Part II to the Registration Statement other than with respect to
the inclusion of Exhibit No. 5. Accordingly, the Prospectus and Part II have not
been included in this filing.
<PAGE>
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 19, 2000.
PYR ENERGY CORPORATION
By: /s/ D. Scott Singdahlsen
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D. Scott Singdahlsen, Chief Executive Officer
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.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ D. Scott Singdahlsen Chief Executive Officer (Principal December 19, 2000
------------------------------- Executive Officer); President; and
D. Scott Singdahlsen Chairman Of The Board
/s/ D. Scott Singdahlsen* Director December 19, 2000
-------------------------------
Keith F. Carney
/s/ D. Scott Singdahlsen* Director December 19, 2000
-------------------------------
S.L. Hutchison
/s/ D. Scott Singdahlsen* Director December 19, 2000
-------------------------------
Bryce W. Rhodes
/s/ Andrew P. Calerich Chief Financial Officer (Principal December 19, 2000
------------------------------- Financial Officer and Principal
Andrew P. Calerich Accounting Officer); Vice President;
and Secretary
</TABLE>
* As attorney-in-fact.
<PAGE>
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 Patton Boggs LLP regarding legality of securities being
registered.
*23.1 Consent of legal counsel (included in Exhibit No. 5)
***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.
*** Previously filed.
