-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JrFIeNebP9N/sG9fSWNtyysmcFsBy9wKhUiU/LhvQ9OzwQYPt//8sv4uETwm9kPR 2Jjw0o2DXcPTqQoF95iI+A== /in/edgar/work/20000901/0001000096-00-000599/0001000096-00-000599.txt : 20000922 0001000096-00-000599.hdr.sgml : 20000922 ACCESSION NUMBER: 0001000096-00-000599 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PYR ENERGY CORP CENTRAL INDEX KEY: 0001016289 STANDARD INDUSTRIAL CLASSIFICATION: [1311 ] IRS NUMBER: 954580642 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-42090 FILM NUMBER: 715776 BUSINESS ADDRESS: STREET 1: 1675 BROADWAY STREET 2: STE 1150 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3038253748 MAIL ADDRESS: STREET 1: 17337 VENTURA BOULEVARD STREET 2: SUITE 224 CITY: ENCINO STATE: CA ZIP: 91316 FORMER COMPANY: FORMER CONFORMED NAME: MAR VENTURES INC DATE OF NAME CHANGE: 19960606 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. EX-5 2 0002.txt OPINION August 30, 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 Amendment No. 1 the registration statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended, of 3,552,875 shares of the Company's $.001 par value common stock (the "Common Stock") by certain stockholders of the Company (the "Selling Stockholders"). These shares consists of (1) 2,920,000 shares of Common Stock issued by the Company to the Selling Stockholders in private placement transactions (the "Private Placements") pursuant to exemptions from federal and state registration requirements, and (2) 632,875 shares issuable upon the exercise of warrants (the "Warrants") to purchase Common Stock, which were purchased by the Selling Stockholders in the Private Placements. We have examined the Company's Certificate Of Incorporation, its Bylaws, and the record of its corporate proceedings with respect to the registration described above. 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 of Common Stock being transferred by the Selling Stockholders as described in the Registration Statement have been legally issued and are fully paid and non-assessable and that the shares to be issued upon the exercise, if any, of the Warrants in accordance with the terms of the Warrants will have been legally issued, fully paid and nonassessable shares of the Company's Common Stock. We hereby consent to be named in the Registration Statement and in the prospectus that constitutes a part of the Registration Statement as acting as counsel in connection with the offering and to the filing of this opinion as an exhibit to the Company's Registration Statement. Very truly yours, /s/ PATTON BOGGS LLP PATTON BOGGS LLP -----END PRIVACY-ENHANCED MESSAGE-----