AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 2000
Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PYR ENERGY CORPORATION
----------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
--------
(State or Other Jurisdiction of Incorporation or Organization)
95-4580642
----------
(I.R.S. Employer Identification No.)
1675 Broadway, Suite 1150
Denver, Colorado 80202
(303) 825-3748
--------------
(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: As soon as
practicable after 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. [ ]
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>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price per Aggregate offering Amount of
registered registered unit Price registration fee
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock 2,920,000 $4.3125 (1) $12,592,500 $3,324 (2)
Common stock that
may be issued upon
exercise of warrants
to purchase common
stock 22,000 $4.25 $ 93,500 $ 25 (2)
Common stock that
may be issued upon
exercise of warrants
to purchase common
stock 540,000 $4.80 $ 2,592,000 $ 684
Common stock that
may be issued upon
exercise of warrants
to purchase common
stock 70,875 $5.50 $ 389,813 $ 103
TOTALS 3,552,875 $15,667,817 $4,136 (2)
---------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 based on the average of the high and low prices of our
common stock on the American Stock Exchange on August 2, 2000, which is within
five business days of the date of filing (August 9, 2000).
(2) The Registrant previously has paid $275 in registration fees to
register the transfer of 242,000 shares of Common Stock upon filing of this
Registration Statement on Form S-3 on July 24, 2000. The Registrant is paying an
additional $3,861 with this amendment.
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant 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.
<PAGE>
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 AUGUST 9, 2000
SUBJECT TO COMPLETION
SELLING STOCKHOLDER
PROSPECTUS
PYR ENERGY CORPORATION
3,552,875 shares of common stock
This prospectus relates to the transfer of up to 3,552,875 shares of common
stock of PYR Energy Corporation by the selling stockholders identified in this
prospectus. We will not receive any of the proceeds from the sale of these
shares by the selling stockholders. We will receive proceeds from the exercise,
if any, of warrants to purchase common stock held by the selling stockholders.
The shares consist of the following:
o 2,920,000 shares that were purchased by selling stockholders in
private placement transactions pursuant to exemptions from federal and
state registration requirements;
o Up to 632,875 shares that may be issued to selling stockholders when
they exercise warrants to purchase common stock that were issued in
the same private placement transactions as the 2,920,000 shares
described in the preceding sentence.
The selling stockholders have not entered into any underwriting
arrangements nor have any of the selling stockholders indicated that they
actually will sell any shares. If any shares are sold, the prices at which the
selling stockholders sell the common stock may be the market prices prevailing
at the time of transfer, prices related to the prevailing market prices, or
negotiated prices. Brokerage fees or commissions may be paid by the selling
stockholders in connection with sales of the common stock. The selling
stockholders may transfer some or all of the common stock in exchange for
consideration other than cash, or for no consideration, in the selling
stockholders' sole discretion. This prospectus may be used by the selling
stockholders to transfer the common stock to affiliates of the selling
stockholders.
Our common stock is quoted on the American Stock Exchange under the symbol
"PYR". On August 8, 2000, the closing price of the common stock was $4.75 per
share.
Investing in the common stock involves certain risks. See the "Risk
Factors" section beginning on page 6.
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 August __, 2000
<PAGE>
TABLE OF CONTENTS
Page
----
PROSPECTUS SUMMARY............................................................3
RISK FACTORS..................................................................7
OFFERING BY SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION....................10
LEGAL MATTERS................................................................14
EXPERTS......................................................................15
SECURITIES AND EXCHANGE COMMISSION POSITION ON CERTAIN
INDEMNIFICATION.........................................................15
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS AND CAUTIONARY
STATEMENTS..............................................................15
WHERE YOU CAN FIND MORE AVAILABLE INFORMATION................................15
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................16
<PAGE>
PROSPECTUS SUMMARY
The following summary highlights information contained in this prospectus.
It may not be complete and may not contain all the information that you should
consider before investing in the common stock. You should read this entire
prospectus carefully, including the "Risk Factors" section.
The Company We apply advanced seismic and computer aided exploration
technology to systematically explore for and exploit
onshore domestic natural gas and oil accumulations. Our
main activities are concentrated in the western part of the
United States.
Recent Developments In May 1997, we and other working interest owners commenced
drilling on our first exploration well - the Bellevue #1-17
on our East Lost Hills prospect. On November 23, 1998, the
East Lost Hills prospect well blew out and ignited after
having reached a depth of approximately 17,600 feet out of
targeted total depth of 19,000 feet. A relief well, the
Bellevue #1-17R, began drilling on December 18, 1998. On
May 29, 1999, the relief well successfully killed, and the
operator plugged and abandoned, the original well bore. The
Bellevue #1-17R was then used to successfully sidetrack a
replacement well back into the target reservoir. At the
time completion operations began, Berkley Petroleum, Inc.
(a wholly owned subsidiary of Berkley Petroleum Corporation
(BKP.TO) ("Berkley")) of Calgary, had taken over as
operator. The Bellevue 1-17R well was production tested in
December and flowed gas at rates ranging between 1.3 and
5.0 MMCFPD. Condensate and water was also obtained during
the test. Pressure build-up analysis indicated that only
the uppermost sand unit encountered in 1-17R was
contributing to the flow. The uncemented production liner
in 1-17R makes stimulation efforts very difficult, hence
the participants have decided to review the options of
either a sidetrack of 1-17R in order to redrill the Temblor
section, or to drill a new well from surface.
On August 26, 1999, the participants in this prospect
commenced drilling a second well at East Lost Hills to
further explore the Temblor Formation. The Berkley ELH #1
well is approximately two miles to the northwest of the
original well. In order to have a better chance to reach
total depth, a drilling rig capable of drilling to 30,000
feet was brought in to drill this well. On April 12, 2000,
Berkley reported that this well had reached a depth of
19,724 feet. The open hole section extending from 18,280
feet to total depth was wire line logged and it was
determined that a total of 2,474 feet of the Temblor
Formation had been penetrated. Completion operations
commenced, which included running a production liner to
total depth.
Production testing commenced on May 28, 2000 and was
completed on June 16, 2000. Operations are underway to
build wellsite facilities and a transportation pipeline in
order to connect this well for production. Actual
production from this well is anticipated to begin by
December 1, 2000.
3
<PAGE>
The participants commenced drilling the Berkley ELH #2
step-out well on July 11, 2000, located approximately 1.5
miles northwest of the Berkley ELH #1 well. The ELH #2
currently is drilling at a depth of approximately 12,200
feet, with total depth targeted to be 17,300 feet.
On June 19, 2000, the participants at East Lost Hills
commenced drilling the Berkley ELH #3 well. This well is
designed to test a geologically separate structure than the
structure encountered by our drilling activities thus far
at East Lost Hills. The well is currently drilling at a
depth of 9,100 feet, toward its total projected depth of
approximately 18,000 feet.
In April 1999, we purchased working interests, ranging from
3.0% to 3.75% in three additional deep Temblor exploration
projects in the San Joaquin Basin of California. These
projects are called Cal Canal, Lucky Dog and Pyramid Power.
Our interest will be carried (non-cost bearing) "through
the tanks" in the initial test well in each of the three
separate exploration prospects. The first exploration well
in the program (Cal Canal) began drilling on June 15, 1999
and is operated by Berkley. This well was drilled to 18,100
feet. Completion operations commenced on January 20, 2000.
Non-commercial hydrocarbon flow rates were obtained from
the initial perforated 10 foot zone in the lower McDonald.
Several additional zones remain to be tested in the
Temblor, McDonald and upper McDonald. Participants have
decided to defer further completion or deepening of the
existing well bore until information regarding reservoir
quality and performance is obtained from additional
on-going drilling efforts in the San Joaquin basin.
On May 14, 1999, we completed a private placement resulting
in receipt of $7,000,000 (less commissions, fees and
related expenses of approximately $100,000) of funding
through the sale of 4,375,000 shares of common stock and
437,500 5-year warrants to purchase an additional share of
common stock at a price of $2.50. The warrants are
immediately exercisable, and all warrants expire on May 14,
2004. We may, upon 30-days' notice, repurchase any
remaining outstanding warrants for $.001 per warrant at any
time after the weighted average trading price of the common
stock has been at least $6.00 for a 45-day period.
On May 25, 2000, we completed a private placement resulting
in receipt of $715,000 (less fees and expenses of
approximately $10,000) of funding through the sale of units
at $32.50 per unit, with each unit consisting of five
shares of common stock and a warrant to purchase one share
of common stock at a price of $4.25. The warrants are
immediately exercisable and all warrants expire on May 24,
2003. We may, upon 30 days' notice, repurchase any
remaining outstanding warrants for $.001 per warrant at any
time after the weighted average trading price of the common
stock has been at least $7.50 for a 30-day period.
4
<PAGE>
On August 3, 2000, we completed a private placement
resulting in receipt of $9,450,000 (less fees and expenses
of approximately $450,000) of funding through the sale of
units at $17.50 per unit, with each unit consisting of five
shares of common stock and a warrant to purchase one share
of common stock at a price of $4.80. The warrants are
immediately exercisable and all warrants expire on July 31,
2003. We may, upon 30 days notice, repurchase any remaining
outstanding warrants for $.001 per warrant at any time
after the weighted average trading price of the common
stock has been at least $10.00 for a 30 consecutive day
period. The shares of common stock and the warrants to
purchase shares of common stock sold in the May 2000 and
August 2000 private placements are subject to this
offering.
The warrant exercise price will be reduced if we do not
provide an effective SEC registration statement covering
the sale by the August 2000 private placement purchasers of
the shares included in the units and the shares issuable
upon exercise of the warrants on or before a deadline based
on the date the units were purchased. With respect to
subscriptions received on or before August 2, 2000, the
registration deadline is September 29, 2000. For all other
subscriptions the registration deadline is 90 days after
the date on which the subscription is received. If the
registration statement is not declared effective by the SEC
within this time period, the per share exercise price of
the warrants will be reduced by $.22 on the next day; and,
to the extent that the registration is not yet effective
with the SEC, the warrant exercise price will be reduced by
an additional $.43 on the 31st day after the registration
deadline, by an additional $.43 on the 61st day after the
reg additional $.22 on the 76th day after the registration
deadline; provided however, that the per share exercise
price will not be reduced below $3.50. If the registration
statement is not declared effective within 30 days after
the date that the share exercise price of the warrants is
reduced to $3.50, then we agree that the warrants may be
exercised by utilizing the equity value of a portion of the
warrants to exercise other warrants without a cash payment.
The Offering Should they elect to do so, the selling stockholders may
sell a total of 3,482,000 shares of common stock. These
shares consist of the following:
o 2,920,000 shares that were purchased by selling
stockholders in private placement transactions
pursuant to exemptions from federal and state
registration requirements; and
o Up to 632,875 shares that may be issued to selling
stockholders when they exercise warrants to purchase
common stock that were issued in the same private
placement transactions described in the preceding
sentence.
5
<PAGE>
The common stock may be sold at market prices or other
negotiated prices. The selling stockholders have not
entered into any underwriting arrangements for the sale of
the shares.
We will not receive any proceeds from the sale of common
stock by the selling stockholders. We will receive proceeds
of $4.25, $4.80 and $5.50 per share upon the exercise, if
any, by selling stockholders of warrants to purchase up to
22,000, 540,000 and 70,875 shares of common stock,
respectively.
Company Offices Our offices are located at 1675 Broadway, Suite 1150,
Denver, Colorado 80202, telephone number (303) 825-3748.
6
<PAGE>
RISK FACTORS
The purchase of shares of common stock involves a high degree of risk.
Before purchasing common stock, 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, 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
7
<PAGE>
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 conducts 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. In October and November 1998,
we closed a private placement resulting in a gross capital infusion of
$2,500,000 from various investors. In May 1999, we completed an additional
private placement resulting in a gross capital infusion of $7,000,000. In May
2000, we completed an additional private placement resulting in gross proceeds
of $715,000. In August 2000, we completed an additional private offering
resulting in gross proceeds of $9,450,000. 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 its 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.
8
<PAGE>
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.
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 its 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.
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. Although a majority of
the costs associated with the blow out have been covered by insurance policies
in effect when the blow out occurred, a portion of the claims have not yet been
reimbursed through one of the insurance policies. The Company has advanced
approximately $430,500 for its proportionate share of the claims in order that
these claims be paid directly to the claimants. The Company believes that most,
if not all, of these claims will ultimately be reimbursed through insurance
proceeds.
9
<PAGE>
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 may also be caused by the volatility associated with oil and
gas prices.
A possible growth in management could have an adverse effect on our business.
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
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.
OFFERING BY SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION
Shares Offered
We are registering the transfer by the selling stockholders of up to
3,552,875 shares of common stock. These shares consist of the following:
o 2,920,000 shares that were purchased by selling stockholders in
private placement transactions pursuant to exemptions from federal and
state registration requirements; and
o Up to 632,875 shares that may be issued to selling stockholders when
they exercise warrants to purchase common stock that were purchased in
the private placement transactions described in the preceding
sentence.
Plan Of Distribution
We are registering the shares of common stock offered by this prospectus on
behalf of the selling stockholders. As used in this prospectus, selling
stockholders includes donees, pledgees and transferees selling shares received
from a named selling stockholder after the date of this prospectus. All costs,
10
<PAGE>
expenses and fees in connection with the registration of the shares offered by
this prospectus will be borne by us. Brokerage commissions and similar selling
expenses, if any, attributable to the sale of shares will be borne by the
selling stockholders. Sales of shares may be effected by selling stockholders
from time to time in one or more types of transactions (which may include block
transactions) on the American Stock Exchange, in the over-the-counter market, in
negotiated transactions, through put or call options transactions relating to
the shares, through short sales of shares, or a combination of these methods of
sale, at market prices prevailing at the time of sale, or at negotiated prices.
These transactions may or may not involve brokers or dealers. The selling
stockholders have advised us that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of their securities, nor is there an underwriter or coordinating broker
acting in connection with the proposed sale of shares by the selling
stockholders.
The selling stockholders may effect these transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. These broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling stockholders and/or the
purchasers of shares for whom these broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
The selling stockholders and any broker-dealers that act in connection with
the sale of shares might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, and any commissions received by
these broker-dealers and any profit on the resale of the shares sold by them
while acting as principals might be deemed to be underwriting discounts or
commissions under the Securities Act. We and the selling stockholders have
agreed to indemnify each other, underwriters, if any, their controlling persons
and others against certain liabilities, including liabilities arising under the
Securities Act. The selling stockholders may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions involving sales of the
shares against certain liabilities, including liabilities arising under the
Securities Act.
Because selling stockholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the selling stockholders will be
subject to the prospectus delivery requirements of the Securities Act, which may
include delivery through the facilities of the American Stock Exchange pursuant
to Rule 153 under the Securities Act. We have informed the selling stockholders
that the anti-manipulative provisions of Regulation M promulgated under the
Securities Exchange Act of 1934 may apply to their sales in the market.
Selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of that Rule.
After we have been notified by a selling stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker-dealer, we will file a supplement to this
prospectus, if required, pursuant to Rule 424(b) under the Securities Act,
disclosing (1) the name of each such selling stockholder and of the
participating broker-dealer(s), (2) the number of shares involved, (3) the price
at which these shares were sold, (4) the commissions paid or discounts or
concessions allowed to the broker-dealer(s), where applicable, (5) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus, and (6) other facts
material to the transaction.
11
<PAGE>
Relationships Of Selling Stockholders To Us
In November 1998, we completed the sale of convertible promissory notes
(the "Notes") in the total amount of $2,500,000 in a private placement
transaction pursuant to exemptions from federal and state registration
requirements. A company owned by Bryce W. Rhodes' wife purchased $40,000 of
Notes. The remaining Notes were sold to other investors.
In connection with the sale of the Notes, we agreed to add, and our
stockholders subsequently approved the election of, S.L. Hutchison and Bryce W.
Rhodes to the Board of Directors. Mr. Hutchison is the Chief Financial Officer
of Victory and Mr. Rhodes is a beneficial owner of less than five percent of the
Whittier Trust Companies and a beneficiary of trusts administered by those
companies that own our securities. Mr. Rhodes has no investment authority over
those trusts.
In May 1999, we completed a private placement of $7,000,000 of units at $16
per unit, with each unit consisting of 10 shares of common stock and a warrant
to purchase one share of common stock at an exercise price of $2.50 per share
until May 14, 2004. The private placement was made pursuant to exemptions from
federal and state registration requirements. Whittier Energy Company purchased
7,875 units for $126,000. Bryce W. Rhodes, a director of the Company, is a Vice
President of Whittier Energy.
In May 2000, we completed a private placement of $715,000 of units at
$32.50 per unit, with each unit consisting of ten shares of common stock and a
warrant to purchase one share of common stock at an exercise price of $4.25 per
share until May 24, 2003. The private placement was made pursuant to exemptions
from federal and state registration requirements, and the resale of the shares
and warrants to purchase shares is being registered in this offering. Whittier
Energy Company purchased 4,400 units for $143,000. Bryce W. Rhodes, a director
of the Company, is a Vice President at Whittier Energy Company.
A.G. Edwards & Sons, Inc. served as our financial advisor and placement
agent in connection with the private offering completed in August 2000. We paid
A.G. Edwards a placement fee of $378,000, which is equal to four percent of the
gross proceeds we received in that offering. We also agreed to reimburse A.G.
Edwards for up to $15,000 of expenses. In addition, we issued A.G. Edwards
warrants to purchase up to 70,875 shares of common stock for $5.50 per share for
three years after the offering. The number of shares underlying these warrants
is equal to 4.125 percent of the aggregate amount we received in the offering
divided by the warrant exercise price. This prospectus covers the resale of the
shares underlying these warrants.
Other than as described in this section, there are no material
relationships between any of the selling stockholders and any of our officers,
directors, predecessors or affiliates.
12
<PAGE>
Selling Stockholders
The following table sets forth the name of each selling stockholder, the
number of shares of common stock held by each selling stockholder before this
offering (including shares issuable upon the exercise of the warrants), the
number of shares of common stock to be sold by each selling stockholder, and the
number of shares owned by each selling stockholder after this offering.
<TABLE>
<CAPTION>
Number Of
Shares Of Percentage Of
Common Stock Number Of Number Of Common Stock
Owned Before Shares To Be Shares Owned Owned After
Name Offering (1) Offered (1) After Offering Offering
---- ------------ ----------- -------------- --------
<S> <C> <C> <C> <C>
James E. Moore, Trustee of the James E.
Moore Revocable Trust u/d/t dated July 28,
1994 267,500 27,500 240,000 1.3%
Whittier Energy Company 165,750 22,000 143,750 *
Bay Resource Partners Offshore Fund, Ltd. 256,610 110,000 146,610 *
Kenneth R. Berry Sr. Rev. Liv. Trust March
16th, 1992 38,750 13,750 25,000 *
Mary Ione Berry Tr UA DTD March 16, 1992,
MIB Revocable Living Trust 43,750 13,750 30,000 *
The Common Fund 75,700 13,200 62,500 *
Trinkaus & Burkhardt International 11,210 1,210 10,000 *
Knott Partners, L.P. 184,590 29,590 155,000 *
Matterhorn Offshore Fund Ltd. 28,000 5,500 22,500 *
The Dorset Energy Fund Ltd. 5,500 5,500 -0- *
Westcliff Small Cap Fund, LP 18,660 18,660 -0- *
Westcliff Partners, LP 142,200 142,200 -0- *
13
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Number Of
Shares Of Percentage Of
Common Stock Number Of Number Of Common Stock
Owned Before Shares To Be Shares Owned Owned After
Name Offering (1) Offered (1) After Offering Offering
---- ------------ ----------- -------------- --------
<S> <C> <C> <C> <C>
Westcliff Aggressive Growth, LP 93,940 52,500 41,440 *
Westcliff Long/Short, LP 21,360 21,360 -0- *
Westcliff Energy Partners, LP 82,400 51,840 30,560 *
Westcliff Master Fund, LP 109,740 109,740 -0- *
Palm Trust 41,160 41,160 -0- *
Noranda Finance, Inc. Common Trust 299,970 299,970 -0- *
Parker Foundation 69,780 69,780 -0- *
Peninsula Fund LP 414,366 414,366 -0- *
Common Sense Partners 123,768 123,768 -0- *
Galaxy Small Company Equity Fund 685,716 685,716 -0- *
RS Orphan Fund LP 584,000 406,500 177,500 *
RS Orphan Offshore Fund 278,500 193,500 85,000 *
Global Natural Resource Fund 240,000 240,000 -0- *
Paul H. Stevens and Eleanor M. Stevens
TTEE U/T/A 3/6/98 51,480 51,480 -0- *
Eleanor and Paul Stevens Family Foundation 34,320 34,320 -0- *
Andrew Pilara, Jr. 85,800 85,800 -0- *
Borden R. Putnam III 8,580 8,580 -0- *
J. Wyatt Gruber 3,600 3,600 -0- *
Kenneth F. Siebel 180,000 180,000 -0- *
Valentine Family Trust 5,160 5,160 -0- *
A.G. Edwards & Sons, Inc. 0 70,875 -0- *
TOTAL SHARES TO BE OFFERED 3,552,875
----------
</TABLE>
* Less than one percent.
(1) The number of shares to be sold by the selling stockholders assumes
that they exercise all of their warrants to purchase common stock, and
that they sell all the shares of common stock received from the
exercise of the warrants.
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 31,750
shares of our common stock and warrants to purchase 1,875 shares of common
stock.
14
<PAGE>
EXPERTS
The financial statements appearing in our Annual Report on Form 10-KSB for
the fiscal year ended August 31, 1999 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.
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 Commission 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, along 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 to 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:
15
<PAGE>
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.
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/A for the year ended August 31, 1999;
o Our Quarterly Reports on Form 10-QSB for the quarters ended November
30, 1999, February 29, 2000, and May 31, 2000;
o Our Proxy Statement dated February 18, 2000 concerning our Annual
Meeting of Stockholders held on March 13, 2000;
o Our Current Reports on Form 8-K as filed with the SEC on December 13,
1999, January 18, 2000, January 28, 2000, April 17, 2000, April 20,
2000, May 31, 2000, June 6, 2000, July 6, 2000, July 18, 2000, and
August 7, 2000; and
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.
16
<PAGE>
PYR ENERGY CORPORATION
3,552,875 shares of common stock
------------------------------------
TABLE OF CONTENTS
Page
----
PROSPECTUS SUMMARY.................. 3
RISK FACTORS........................ 7 ________________________
OFFERING BY SELLING STOCKHOLDERS
AND PLAN OF DISTRIBUTION.......... 10 SELLING STOCKHOLDER
LEGAL MATTERS....................... 14 PROSPECTUS
EXPERTS............................. 15 ________________________
SECURITIES AND EXCHANGE
COMMISSION POSITION ON
CERTAIN INDEMNIFICATION........... 15
DISCLOSURE REGARDING FORWARD-
LOOKING STATEMENTS AND
CAUTIONARY STATEMENTS............. 15
WHERE YOU CAN FIND MORE AVAILABLE
INFORMATION....................... 15
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE............ 16
August __, 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. The selling stockholders will
not pay any of the following expenses.
Registration and filing fee...................................$ 4,136 (1)
American Stock Exchange listing fees .........................$17,500
Printing (2)..................................................$ 1,000
Accounting fees (2)...........................................$ 1,000
Legal fees (2)................................................$ 5,000
Miscellaneous (2).............................................$ 1,364
-------
Total (2).............................................$30,000
--------- =======
(1) The Registrant previously has paid $275 in registration fees to
register the transfer of 242,000 shares of Common Stock upon filing of this
Registration Statement on Form S-3 on July 24, 2000. The Registrant is paying an
additional $3,861 with this amendment.
(2) 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.
<PAGE>
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
------ -----------
4.1 Specimen Common Stock Certificate. Incorporated by reference from
the Company's Form 10-KSB/A1 for the year ended August 31, 1997
5 Opinion of Patton Boggs LLP concerning the legality of the
securities being registered
23.1 Consent of Patton Boggs LLP (included in Opinion in Exhibit 5)
23.2 Consent of Wheeler Wasoff, P.C.
24.1 Power of Attorney (included in Part II of Registration Statement)
Item 17. Undertakings.
The undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
Annual Report pursuant to section 13(a) or 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.
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.
The undersigned Company hereby undertakes:
(1) 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.
(2) 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.
(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.
II-2
<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 August 8, 2000.
PYR ENERGY CORPORATION
By: /s/ D. Scott Singdahlsen
----------------------------
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.
Signatures Title Date
---------- ----- ----
/s/ D. Scott Singdahlsen Chief Executive Officer (Principal August 8, 2000
------------------------ Executive Officer); President; and
D. Scott Singdahlsen Chairman Of The Board
/s/ Keith F. Carney Director August 8, 2000
------------------------
Keith F. Carney
/s/ S.L. Hutchison Director August 8, 2000
------------------------
S.L. Hutchison
/s/ Bryce W. Rhodes Director August 8, 2000
------------------------
Bryce W. Rhodes
/s/ Andrew P. Calerich Chief Financial Officer (Principal August 8, 2000
------------------------ Financial Officer and Principal
Andrew P. Calerich Accounting Officer); Vice President;
and Secretary
<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
------ -----------
4.1 Specimen Common Stock Certificate. Incorporated by reference from
the Company's Form 10-KSB/A1 for the year ended August 31, 1997
5 Opinion of Patton Boggs LLP concerning the legality of the
securities being registered
23.1 Consent of Patton Boggs LLP (included in Opinion in Exhibit 5)
23.2 Consent of Wheeler Wasoff, P.C.
24.1 Power of Attorney (included in Part II of Registration Statement)
