S-3/A 1 0001.txt AMENDMENT NO. 2 TO FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 1, 2000 Registration No. 333-42090 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3/A-2 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. [ ] EXPLANATORY NOTE PYR Energy Corporation has prepared this Amendment No. 2 for the purposes of filing with the Securities And Exchange Commission an amended Exhibit No. 5 to the Registration Statement. Amendment No. 2 does not modify any provisions of the Prospectus or Part II to the Registration Statement other than with respect to the inclusion of the amended Exhibit No. 5. Accordingly, the Prospectus and Part II have not been included in this filing. 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 September 1, 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 September 1, 2000 ------------------------ Executive Officer); President; and D. Scott Singdahlsen Chairman Of The Board /s/ Keith F. Carney Director September 1, 2000 ------------------------ Keith F. Carney /s/ S.L. Hutchison Director September 1, 2000 ------------------------ S.L. Hutchison /s/ Bryce W. Rhodes Director September 1, 2000 ------------------------ Bryce W. Rhodes /s/ Andrew P. Calerich Chief Financial Officer (Principal September 1, 2000 ------------------------ Financial Officer and Principal Andrew P. Calerich Accounting Officer); Vice President; and Secretary
II-2 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) ------------ * Previously filed.