AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON MAY 22, 2000
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PYR ENERGY CORPORATION
--------------------------------------------
(Exact name of Company as specified in its charter)
Delaware 95-4580642
- ------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1675 Broadway, Suite 1150, Denver, Colorado 80202
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
PYR ENERGY CORPORATION
2000 STOCK OPTION PLAN
AND
1997 STOCK OPTION PLAN
- --------------------------------------------------------------------------------
(Full titles of the plans)
D. Scott Singdahlsen, Chief Executive Officer
PYR Energy Corporation
1675 Broadway, Suite 1150
Denver, Colorado 80202
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(303) 825-3748
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy to:
Alan L. Talesnick, Esq.
Francis B. Barron, Esq.
Patton Boggs LLP
1660 Lincoln Street, Suite 1900
Denver, Colorado 80264
(303) 830-1776
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed maximum Proposed maximum
Title of securities to offering price per aggregate offering Amount of
be registered Amount to be registered share price (3) registration fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock underlying 1,500,000 shares (1) $4.40 (2) $3,747,902 $990
options under Stock
Option Plans
========================================================================================================================
</TABLE>
(1) Consists of 1,000,000 shares issued or issuable pursuant to the 1997 Stock
Option Plan and 500,000 shares issued or issuable pursuant to the 2000
Stock Option Plan.
(2) The amount shown is the highest exercise price per share for outstanding
options. For information concerning offering prices used to calculate the
Amount Of Registration Fee, see footnote (3) below.
(3) The Proposed Maximum Aggregate Offering Price was calculated using the
exercise price of the options previously granted for the shares underlying
those options and pursuant to Rule 457(h) using the average of the high and
low reported sales prices of the Company's common stock on the American
Stock Exchange on May 16, 2000 which is within five business days of the
date of filing (May 22, 2000) of this registration statement, for shares
for which the exercise price is unknown because options representing those
shares have not yet been granted.
<PAGE>
THE PLANS
This registration statement relates to 1,000,000 shares of common stock
issuable upon the exercise of stock options that have been or may be granted to
key employees, directors, and other persons who have contributed or are
contributing to our success pursuant to our 1997 Stock Option Plan (the "1997
Plan"). The 1997 Plan was approved by our Board of Directors on August 13, 1997
and by our stockholders on November 11, 1997.
This registration statement also relates to 500,000 shares of common stock
issuable upon the exercise of stock options that may be granted to key
employees, directors, and other persons who have contributed or are contributing
to our success pursuant to our 2000 Stock Option Plan (the "2000 Plan" and
together with the 1997 Plan, the "Plans"). The 2000 Plan was approved by our
Board of Directors on December 20, 1999 and by the stockholders at the March 13,
2000 Annual Meeting Of Stockholders. The options granted or to be granted
pursuant to the Plans may be either incentive options qualifying for beneficial
tax treatment for the recipient or nonqualified options.
THIS REGISTRATION STATEMENT
This registration statement relates to two separate prospectuses.
Items 1 and 2 of this Part I, and the documents incorporated herein by
reference pursuant to Item 3 of Part II of this Form S-8, constitute the first
prospectus relating to offers to our key employees, directors and others of up
to 1,500,000 shares of common stock that have been or may be issued pursuant to
our Plans. Pursuant to the requirements of Form S-8 and Rule 428, we will
deliver or cause to be delivered to plan participants any required information
as specified by Rule 428(b)(1). The second prospectus, referred to as the
reoffer prospectus, relates to the reoffer or resale of any shares that are
deemed to be control securities or restricted securities under the Securities
Act.
Our Plans are not subject to the provisions of the Employee Retirement
Income Security Act of 1974. Participants in either plan may obtain additional
information regarding the Plans by calling us at (303) 825-3748 or writing to us
at PYR Energy Corporation, Attention: D. Scott Singdahlesen, Chief Executive
Officer, or Andrew P. Calerich, Chief Financial Officer, 1675 Broadway, Suite
1150, Denver, Colorado 80202.
3
<PAGE>
REOFFER PROSPECTUS
PYR ENERGY CORPORATION
1,500,000 Shares Of Common Stock
This prospectus relates to the transfer of up to 1,500,000 shares of common
stock of PYR Energy Corporation by the selling stockholders identified in this
prospectus. The shares will be acquired by the selling stockholders upon the
exercise of options granted under our 1997 Stock Option Plan and 2000 Stock
Option Plan. We will not receive any of the proceeds from the sale of the shares
by the selling stockholders. However, we will receive proceeds from the exercise
of options to purchase shares of common stock granted under the Plans.
The selling stockholders have not entered into any underwriting
arrangements. The prices for the shares may be the market prices prevailing at
the time of transfer, prices related to the prevailing market prices, negotiated
prices, or for no consideration. Brokerage fees or commissions may be paid by
the selling stockholders in connection with sales of our shares. We will not
receive any of the proceeds from the sale of these shares.
Our common stock is quoted on the American Stock Exchange under the symbol
"PYR". On May 19, 2000, the closing price of the common stock was $4.125 per
share.
Investing in our shares involves certain risks. See the "RISK FACTORS"
section beginning on page 4.
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 May 22, 2000
4
<PAGE>
----------------------------------------
TABLE OF CONTENTS
----------------------------------------
PROSPECTUS SUMMARY..........................................................4
RISK FACTORS................................................................5
THE COMPANY.................................................................8
SELLING STOCKHOLDERS........................................................9
PLAN OF DISTRIBUTION........................................................12
LEGAL MATTERS...............................................................12
EXPERTS ....................................................................12
SECURITY AND EXCHANGE COMMISSION POSITION ON CERTAIN
INDEMNIFICATION.......................................................12
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS AND
CAUTIONARY STATEMENTS..................................................12
WHERE YOU CAN FIND MORE INFORMATION.........................................13
INCORPORATION OF INFORMATION WE FILE WITH THE SEC...........................13
<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.
The Offering The selling stockholders may sell a total of up to
1,500,000 shares of common stock. The shares will
be acquired by the selling stockholders upon the
exercise of options granted pursuant to our Plans.
The shares 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. If the
options issued to the selling stockholders are
exercised, we will use the proceeds from those
exercises for general and administrative expenses
and working capital.
Company Offices Our offices are located at 1675 Broadway, Suite
1150, Denver, Colorado 80202, telephone number
(303) 825-3748.
4
<PAGE>
RISK FACTORS
Prospective investors should carefully consider, together with the other
information herein, the following factors that affect us.
We have a limited operating history.
We have a limited operating history since we started 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.
We have a non-operator status in 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
permitting for projects, (2) the availability of future capital resources by us
5
<PAGE>
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 have the ability to 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 capital infusion of $2,500,000 from
various investors. In May of 1999, we completed an additional private placement
resulting in a capital infusion of $7,000,000. 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.
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.
6
<PAGE>
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 recent 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.
7
<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 management growth 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 personnel 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
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. 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
risk 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 Company was founded in 1996 by two geoscientists with extensive seismic
and geological experience in the western United States. We have extensive
experience in exploration, exploitation and the application of advanced
geophysical technologies. Our business plan involves the following strategy:
8
<PAGE>
1. Focus on high impact exploration plays in the western United States:
o Under-exploited or under-explored mature basins;
o Gain access to large, non or under-performing acreage positions;
and
o Focus on play concepts that are expandable within a basin or
region.
2. Use advanced seismic imaging, processing and visualization to reduce
drilling risk:
o Seismic captures resolution of trapping geometry.
3. Leverage technical expertise with outside capital resources:
o Retain control of the pre-drill exploration process;
o Retain appropriate working interest in each prospect; and
o Use industry partners for local operating expertise.
Our Company was incorporated in March 1996 under the laws of 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. Effective as of November 12, 1997, we changed our name to
PYR Energy Corporation.
Our main corporate office is located at 1675 Broadway, Suite 1150, Denver,
Colorado 80202 . Our telephone number is (303) 825-3748.
SELLING STOCKHOLDERS
We are registering the transfer, on behalf of the selling stockholders, of
up to 1,500,000 shares of common stock. These shares consist of the following:
o 1,000,000 shares that may be issued by the selling stockholders when
they exercise their options to purchase common stock, which options
have been or may be granted pursuant to our 1997 Plan; and
o 500,000 shares that may be issued by the selling stockholders when
they exercise their options to purchase common stock, which options
may be granted pursuant to our 2000 Plan.
The following table sets forth the name and position of each prospective
selling stockholder, the number of our shares of the common stock owned as of
the date of this prospectus (including shares which may be acquired pursuant to
the exercise of outstanding options), and the number of shares and the
percentage owned assuming the sale of all the shares covered by this prospectus.
9
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
After Offering
- ----------------------------------------------------------------------------------------------------------------
Number Of Shares Number Of
Owned Prior Shares Covered Number Of
Name Position To Offering By Prospectus (1) Shares Percent
---- -------- ----------- ----------------- --------- -------
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Kenneth A. Berry, Jr. Vice President -Land 390,265 (2) 320,000 70,265 *
- -------------------------------------------------------------------------------------------------------------------
Andrew P. Calerich Chief Financial 357,600 (3) 322,500 35,100 *
Officer; Vice
President; and
Secretary
- -------------------------------------------------------------------------------------------------------------------
Keith F. Carney Director 141,400 (4) 30,000 111,400 *
- -------------------------------------------------------------------------------------------------------------------
S. L. Hutchison Director 87,799 (5) 20,000 65,299 *
- -------------------------------------------------------------------------------------------------------------------
Bryce W. Rhodes Director 78,752 (6) 20,000 58,752 *
- -------------------------------------------------------------------------------------------------------------------
D. Scott Singdahlsen Chief Executive 2,035,000 (7) 100,000 1,935,000 12%
Officer; President;
and Chairman
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------
*Less than one percent.
(1) Consists of all shares that have been or may be acquired upon exercise of
options issued under the 1997 Plan and 2000 Plan, including options that
are not currently exercisable.
(2) Includes 75,000 shares underlying options granted under the 1997 Plan for
$1.50 per share that expire on November 10, 2002 of which options to
purchase 50,000 shares currently are exercisable and options to purchase
25,000 shares become exercisable on November 10, 2000; 20,000 shares
underlying options granted under the 1997 Plan for $1.28 per share that
expire on May 26, 2001, all of which currently are exercisable; 180,000
shares underlying options granted under the 1997 Plan for $.6875 per share
that expire on September 11, 2003 of which options to purchase 60,000
shares currently are exercisable, options to purchase 60,000 shares become
exercisable on September 11, 2000 and options to purchase 60,000 shares
become exercisable on September 11, 2001; and 45,000 shares underlying
options granted under the 2000 Plan for $4.00 per share that expire on May
15, 2005 of which 15,000 shares become exercisable on May 15, 2001, 15,000
shares become exercisable on May 15, 2002 and 15,000 shares become
exercisable on May 15, 2003. Also includes 65,640 shares owned by various
entities, IRAs, and trusts with which Mr. Berry, or his spouse or minor
daughter, is associated; currently exercisable warrants to purchase up to
3,125 shares at $2.50 per share until May 14, 2004 that are held by an
entity which is owned by Mr. Berry; currently exercisable warrants to
purchase up to 1,500 shares for $2.50 per share until May 14, 2004 that are
beneficially owned by Mr. Berry's minor daughter.
10
<PAGE>
(3) Includes 75,000 shares underlying options granted under the 1997 Plan for
$1.50 per share that expire on August 13, 2002 of which options to purchase
50,000 shares currently are exercisable and options to purchase 25,000
shares become exercisable on August 13, 2000; 12,500 shares underlying
options granted under the 1997 Plan for $1.28 per share that expire on May
26, 2001 all of which currently are exercisable; 180,000 shares underlying
options granted under the 1997 Plan for $.6875 per share that expire on
September 11, 2003 of which options to purchase 60,000 shares currently are
exercisable, options to purchase 60,000 shares become exercisable on
September 11, 2000 and options to purchase 60,000 shares become exercisable
on September 11, 2001; and 55,000 shares underlying options granted under
the 2000 Plan for $4.00 per share that expire on May 15, 2005 of which
10,000 shares are currently exercisable, 15,000 shares become exercisable
on May 15, 2001, 15,000 shares become exercisable on May 15, 2002 and
15,000 shares become exercisable on May 15, 2003. Also includes Mr.
Calerich's ownership of 2,500 shares of common stock and 31,000 shares and
currently exercisable warrants to purchase 1,600 shares for $2.50 per share
until May 14, 2004 held by Mr. Calerich's wife's individual retirement
account.
(4) Includes 10,000 shares underlying options granted under the 1997 Plan for
$1.28 per share that expire on Mary 26, 2001 all of which currently are
exercisable; and 20,000 shares underlying options granted under the 1997
Plan for $4.0625 per share that expire on December 20, 2002 of which 7,500
shares currently are exercisable and the remaining become exercisable at
the rate of 2,500 shares quarterly from September 1, 1999. Also includes
warrants to purchase 2,400 shares of common stock currently exercisable at
an exercise price of $2.50 per share until the warrants expire on May 14,
2004. Also includes 109,000 shares of common stock owned directly by Mr.
Carney.
(5) Includes 20,000 shares underlying options granted under the 1997 Plan for
$4.0625 per share that expire on December 20, 2002 of which 7,500 shares
currently are exercisable and the remaining 12,500 shares become
exercisable at the rate of 2,500 shares quarterly from September 1, 1999.
Also includes Mr. Hutchison's ownership of 65,299 shares of common stock,
of which 5,000 shares are held by Mr. Hutchison's IRA account.
(6) Includes 20,000 shares underlying options granted under the 1997 Plan for
$4.0625 per share that expire on December 20, 2002 of which 7,500 shares
currently are exercisable and the remaining 12,500 shares become
exercisable at the rate of 2,500 shares quarterly from September 1, 1999.
Also includes 36,531 shares of common stock of which 23,531 shares are held
by an entity controlled by Mr. Rhodes. Also includes currently exercisable
warrants to purchase up to 2,500 shares of common stock at $2.50 per share
until May 14, 2004.
(7) Includes 100,000 shares underlying options granted under the 2000 Plan for
$4.40 per share that expire on May 15, 2005 of which 33,333 shares become
exercisable on May 15, 2001, 33,333 shares become exercisable on May 15,
2002 and 33,334 shares become exercisable on May 15, 2003. Also includes
Mr. Singdahlsen's ownership of 1,935,000 shares of common stock.
11
<PAGE>
PLAN OF DISTRIBUTION
The shares covered by this prospectus will be offered, if at all, by the
selling stockholders. If any of these shares are sold by a prospective selling
stockholder, they will be sold on behalf of that person and it is anticipated
that the shares may be offered pursuant to direct sales to private persons and
in open market transactions. The prospective selling stockholders may offer the
shares to or through registered broker-dealers who will be paid standard
commissions or discounts by the prospective selling stockholders. The
prospective selling stockholders have not informed us of any agreements with
brokers to sell any or all of the shares which may be offered under this
prospectus.
Of the 1,500,000 shares which may be offered pursuant to the Plans,
1,200,000 underlie options that currently are outstanding. If the options to
acquire all shares are exercised, we will receive proceeds of $2,547,902, which
proceeds will be added to our working capital.
LEGAL MATTERS
Patton Boggs LLP, Denver, Colorado, has acted as our counsel in connection
with this offering and has rendered an opinion concerning the validity of our
shares offered by this prospectus. Attorneys employed at this law firm
beneficially own approximately 31,750 shares of the our common stock and
warrants to purchase 1,875 shares.
EXPERTS
The audited financial statements of PYR Energy Corporation appearing in our
Annual Report on Form 10-KSB/A for the fiscal year ended August 31, 1999 have
been examined by Wheeler Wasoff, P.C., independent auditors. These financial
statements are incorporated into this prospectus by reference to that Form
10-KSB/A in reliance upon the report of that firm included with the financial
statements and upon the authority of that firm as experts in auditing and
accounting.
SECURITY 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. 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.
To the extent that indemnification for liability arising under the
Securities Act may be permitted to directors, officers or persons controlling
our 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 by reference into this
prospectus 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 this prospectus, including
without limitation the statements under "Prospectus Summary" and "Risk Factors",
12
<PAGE>
regarding our financial position, business strategy, plans and objectives for
future operations and capital expenditures, are forward-looking statements.
Although we believe that the expectations reflected in the forward-looking
statements and the assumptions upon which the forward-looking statements are
based are reasonable, we can give no assurance that the 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 the "Risk Factors" section and elsewhere in 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 INFORMATION
This prospectus is part of a registration statement on Form S-8 we filed
with the Commission under the Securities Act. This prospectus does not contain
all the information included in the registration statement and exhibits to the
registration statement.
Statements included in this prospectus concerning 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, you should
review the copy of that contract or other document filed as an exhibit to the
registration statement for complete information. Those statements are qualified
in all respects by this reference.
In accordance with the requirements of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), we file reports, proxy statements and other
information with the SEC. These reports, proxy statements and other information
can be read and copied at the Public Reference Room maintained by the SEC at the
following addresses:
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. You may obtain information concerning the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition,
materials we file electronically with the SEC are available at the SEC's
Internet web site at http://www.sec.gov.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to "incorporate by reference" the information we file
with them, which means: incorporated documents are considered part of this
prospectus; we can disclose important information to you by referring to those
documents; and information we file with the Securities And Exchange Commission
will automatically update and supersede this incorporated information.
We incorporate by reference the documents listed below, which were filed
with the SEC under the Exchange Act:
o Our Annual Report on Form 10-KSB/A for the fiscal year ended August
31, 1999;
13
<PAGE>
o Our Quarterly Reports on Form 10-QSB for the quarters ended November
30, 1999 and February 29, 2000;
o The description of our common stock contained in our Registration
Statement on Form 8-A, filed with the SEC on December 7, 1999;
o Our Proxy Statement dated February 18, 2000 concerning our Annual
Meeting of Stockholders held on March 13, 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 under this prospectus.
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
Singdahlesen, Chief Executive Officer, or Andrew P. Calerich, Chief Financial
Officer, PYR Energy Corporation, 1675 Broadway, Suite 1150, Denver, Colorado
80202, telephone (303) 825-3748.
14
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference.
- ------------------------------------------------
The documents listed in (a) through (d) below are incorporated by reference
in the registration statement. All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the registration statement and to
be part thereof from the date of the filing of such documents.
(a) Our Annual Report on Form 10-KSB/A for the fiscal year ended August
31, 1999;
(b) Our Quarterly Reports on Form 10-QSB for the quarters ended November
30, 1999 and February 29, 2000;
(c) The description of our common stock contained in our Registration
Statement on Form 8-A, filed with the SEC on December 7, 1999;
(d) Our Proxy Statement dated February 18, 2000 concerning our Annual
Meeting of Stockholders held on March 13, 2000; and
(e) 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 under this prospectus.
Item 4. Description Of Securities.
- ----------------------------------
Not Applicable.
Item 5. Interest Of Named Experts And Counsel.
- ----------------------------------------------
Patton Boggs LLP has acted as our counsel in connection with this
registration statement. Attorneys employed by that firm beneficially own 31,750
shares of our common stock and warrants to purchase 1,875 shares.
Item 6. Indemnification Of Officers And Directors.
- --------------------------------------------------
The provisions of the General Corporation Law of Delaware provide for the
indemnification of the directors and officers of the Company. These provisions
generally permit indemnification of directors and officers against costs,
liabilities and expenses of any threatened, pending or completed action, suite
or proceeding that any such person may incur by reason of serving in such
positions if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interest of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such persona had been adjudged to be liable
to the corporation, unless and only to the extent that the Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
II-1
<PAGE>
shall deem proper. Any determination that indemnification of a director or an
officer, unless ordered by the court, must be made by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than quorum; or if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion; or by the
stockholders.
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 personal liability of a director for monetary damages
for 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. . ."
Article VI, Section 2 of the Company's Bylaws provides that the Company
shall indemnify all of its officers and directors, past, present and future,
against any and all expenses incurred by them, including but not limited to
legal fees, judgments and penalties which may be incurred, rendered or levied in
any legal action brought against any or all of them for or on account of any act
or omission alleged to have been committed while acting within the scope of
their duties as officers or directors of the Company.
Item 7. Exemption From Registration Claimed.
- --------------------------------------------
Not Applicable.
Item 8. 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 1997 Stock Option Plan (incorporated by reference from the Company's
Information Statement dated October 21, 1997).
4.2 2000 Stock Option Plan (incorporated by reference from the
Proxy Statement dated February 18, 2000 concerning the Annual
Meeting of Stockholders held on March 13, 2000).
5.1 Opinion of Patton Boggs LLP regarding legality.
23.1 Consent of Patton Boggs LLP (included in Exhibit 5.1).
23.2 Consent of Wheeler Wasoff, P.C.
II-2
<PAGE>
24.1 Power of Attorney (included in Part II of the registration statement)
Item 9. Undertakings.
(a) The undersigned Company hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act and are
incorporated by reference to the registration statement.
2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Denver, State of Colorado, on the 22nd day of May, 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 Company, 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 attorney-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 attorney-in-fact and each of them or
his substitutes may do by virtue hereof.
In accordance with the requirements of the Securities Act, this
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; President May 22, 2000
- -------------------------- and Chairman Of The Board
D. Scott Singdahlsen
/s/ Keith F. Carney Director May 22, 2000
- --------------------------
Keith F. Carney
/s/ S. L. Hutchison Director May 22, 2000
- --------------------------
S. L. Hutchison
/s/ Bryce W. Rhodes Director May 22, 2000
- --------------------------
Bryce W. Rhodes
/s/ Andrew P. Calerich Chief Financial Officer; Vice May 22, 2000
- -------------------------- President; and Secretary
Andrew P. Calerich
<PAGE>
Exhibit Index
Number Description
- ------ -----------
4.1 1997 Stock Option Plan (incorporated by reference from the Company's
Information Statement dated October 21, 1997).
4.2 2000 Stock Option Plan (incorporated by reference from the
Proxy Statement dated February 18, 2000 concerning the Annual
Meeting of Stockholders held on March 13, 2000).
5.1 Opinion of Patton Boggs LLP regarding legality.
23.1 Consent of Patton Boggs LLP (included in Exhibit 5.1).
23.2 Consent of Wheeler Wasoff, P.C.
24.1 Power of Attorney (included in Part II of the registration statement)
Exhibit 5.1
Patton Boggs LLP
1660 Lincoln Street
Suite 1900
Denver, Colorado 80264
May 22, 2000
PYR Energy Corporation
1675 Broadway, Suite 1150
Denver, CO 80202
Gentlemen and Ladies:
We have acted as counsel for PYR Energy Corporation, a Delaware corporation
(the "Company"), in connection with preparation of the Company's Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended, concerning registration of the transfer of up to an aggregate
of 1,500,000 shares (the "Shares") of the Company's $.001 par value common stock
(the "Common Stock"). The Shares consist of (1) up to an aggregate of 1,000,000
Shares that may be issued upon the exercise of options to purchase Common Stock
granted pursuant to the Company's 1997 Stock Option Plan (the "1997 Plan") and
(2) up to 500,000 Shares that may be issued upon the exercise of options to
purchase Common Stock granted pursuant to the Company's 2000 Stock Option Plan
(the "2000 Plan").
We have examined the Certificate Of Incorporation and Bylaws of the
Company, the record of the Company's corporate proceedings concerning the
registration described above, the 1997 Plan and 2000 Plan. In addition, we have
examined such other certificates, agreements, documents and papers, and we have
made such other inquiries and investigations of law as we have deemed
appropriate and necessary in order to express the opinion set forth in this
letter. In our examinations, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, photostatic, or
conformed copies and the authenticity of the originals of all such latter
documents. In addition, as to certain matters we have relied upon certificates
and advice from various state authorities and public officials, and we have
assumed the accuracy of the material and the factual matters contained therein.
Subject to the foregoing and on the basis of the aforementioned
examinations and investigations, it is our opinion that the Shares, if and when
issued as contemplated by the 1997 Plan and 2000 Plan, and as described in the
Registration Statement, will have been duly authorized and legally issued, and
will constitute fully paid and non-assessable shares of the Company's Common
Stock.
We hereby consent (a) to all references to this firm in the Registration
Statement; and (b) to the filing of this opinion as an exhibit to the
Registration Statement.
This opinion is to be used solely for the purpose of the registration of
the Shares and may not be used for any other purpose.
Very truly yours,
/s/ Patton Boggs LLP
PATTON BOGGS LLP
Exhibit 23.2
CONSENT OF WHEELER WASOFF, P.C.
INDEPENDENT AUDITORS
--------------------
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) and related Prospectus pertaining to the PYR
Energy Corporation 1997 Stock Option Plan and the PYR Energy Corporation 2000
Stock Option Plan and to the incorporation by reference therein of our report
dated October 8, 1999 with respect to the financial statements of PYR Energy
Corporation included in its Annual Report (Form 10-KSB/A) for the fiscal year
ended August 31, 1999, filed with the Securities And Exchange Commission.
/s/ WHEELER WASOFF, P.C.
Denver, Colorado
May 19, 2000
