-----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, I59LjxKxKoNHynkHNk7Lo4NINwLTVfDEhYMQEBNirzWaaW/p89VtoT0g8WBUgTZI GO3oJUu1HzXaqmXpUBcJPg== 0001000096-00-000906.txt : 20001220 0001000096-00-000906.hdr.sgml : 20001220 ACCESSION NUMBER: 0001000096-00-000906 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PYR ENERGY CORP CENTRAL INDEX KEY: 0001016289 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 954580642 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-51764 FILM NUMBER: 791994 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 FORM S-3 AMENDMENT 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 2000 Registration No. 333-51764 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3/A-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PYR ENERGY CORPORATION ----------------------------------------- (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: From time to time after effective date of this Registration Statement as determined by the Company. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ X ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]___________. If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] _____________. If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] EXPLANATORY NOTE PYR Energy Corporation has prepared this Amendment No. 1 for the purpose of filing with the Securities And Exchange Commission Exhibit No. 5 to the Registration Statement. Amendment No. 1 does not modify any provisions of the Prospectus or Part II to the Registration Statement other than with respect to the inclusion of Exhibit No. 5. Accordingly, the Prospectus and Part II have not been included in this filing. SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, in the City of Denver, State of Colorado, on December 19, 2000. PYR ENERGY CORPORATION By: /s/ D. Scott Singdahlsen --------------------------------------------- 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 December 19, 2000 - ------------------------------- Executive Officer); President; and D. Scott Singdahlsen Chairman Of The Board /s/ D. Scott Singdahlsen* Director December 19, 2000 - ------------------------------- Keith F. Carney /s/ D. Scott Singdahlsen* Director December 19, 2000 - ------------------------------- S.L. Hutchison /s/ D. Scott Singdahlsen* Director December 19, 2000 - ------------------------------- Bryce W. Rhodes /s/ Andrew P. Calerich Chief Financial Officer (Principal December 19, 2000 - ------------------------------- Financial Officer and Principal Andrew P. Calerich Accounting Officer); Vice President; and Secretary
* As attorney-in-fact. EXHIBIT INDEX The following is a complete list of Exhibits filed as part of this Registration Statement, which Exhibits are incorporated herein. Number Description - ------ ----------- **1.1 Form of Underwriting Agreement between the Company and the Underwriter(s) with respect to the Securities. **1.2 Form of Agency Agreement. **1.3 Form of Distribution Agreement. **4.1 Form of Designating Amendment for Preferred Stock. **4.2 Form of Deposit Agreement. **4.3 Form of Warrant Agreement between the Company and the Warrant Agent. *5 Opinion of Patton Boggs LLP regarding legality of securities being registered. *23.1 Consent of legal counsel (included in Exhibit No. 5) ***23.2 Consent of Wheeler Wasoff, P.C. ***24.1 Power of Attorney (included in Part II of Registration Statement). * Filed herewith. ** To be filed either by amendment or as an exhibit to a report of the Company filed pursuant to the Securities Exchange Act of 1934, as amended and incorporated. *** Previously filed. EX-5 2 0002.txt OPINION Patton Boggs LLP 1660 Lincoln Street, Suite 1900 Denver, CO 80264 (303) 830-1776 December 19, 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 to the Company's Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended, regarding the offer and sale by the Company from time to time, pursuant to Rule 415 under the Securities Act, of (1) shares of common stock, par value $.001 per share, of the Company (the "Common Stock"), (2) shares of preferred stock, par value $.001 per share, of the Company, in one or more series which may be issued in the form of depositary shares evidenced by depositary receipts (the "Preferred Stock"), and (3) warrants for the purchase of Common Stock, Preferred Stock or any combination of those securities ("Warrants"). The aggregate initial offering prices of the Preferred Stock, Common Stock and Warrants offered by the Company thereby (the "Securities") will not exceed $75,000,000 or, if applicable, the equivalent thereof in any other currency or currency unit. The Securities will be offered in amounts, at prices and on terms to be determined in light of market conditions at the time of sale and to be set forth in supplements to the Prospectus contained in the Registration Statement to which this opinion is being filed as an exhibit. 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. In connection with this opinion, we have assumed that (i) the Registration Statement, and any amendment thereto (including post-effective amendments), will have become effective under the Securities Act, (ii) a Prospectus Supplement will have been prepared and filed with the Securities and Exchange Commission in accordance with applicable federal securities laws describing any Securities offered thereby, (iii) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and any applicable Prospectus Supplement, (iv) at the time of any offering or sale of any shares of Common Stock or Preferred Stock, that the Company will have such number of shares of Common Stock or Preferred Stock, as set forth in such offering or sale, authorized, established (if applicable) and available for issuance, (v) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto, and (viii) Securities issuable upon conversion, exchange or exercise of any Securities being offered will have been duly authorized, established (if appropriate) and reserved for issuance upon such conversion, exchange or exercise (if appropriate). Based upon the foregoing assumptions, examination and review, we are of the opinion that: (i) When (a) the Board of Directors of the Company (or a duly authorized committee thereof) has taken all necessary corporate action to approve the issuance and sale of any shares of Common Stock or of any series of Preferred Stock, and (b) such shares have been issued and sold as contemplated in the Registration Statement, all such shares will be duly authorized, validly issued, fully paid and nonassessable. (ii) When (a) the Board of Directors of the Company (or a duly authorized committee thereof) has taken all necessary corporate action to approve the issuance and sale of any Warrants, (b) the terms of such Warrants and of their issuance and sale have been duly established in conformity with the applicable warrant agreement so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirements or restrictions imposed by any court or governmental body having jurisdiction over the Company, and (c) such Warrants have been duly executed and authenticated in accordance with the applicable warrant agreement and issued and sold as contemplated in the Registration Statement, (1) such Warrants will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and similar laws relating to or affecting creditors' rights generally and to general equitable principles, and (2) any shares of Common Stock or Preferred Stock issued upon exercise of any such Warrant will, subject to the qualifications set forth in paragraph (i) above being met, be duly authorized, validly issued, fully paid and nonassessable. The foregoing opinions are limited to the laws of the United States of America and to the General Corporation Law of the State of Delaware. 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. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder. Very truly yours, /s/ PATTON BOGGS LLP PATTON BOGGS LLP -----END PRIVACY-ENHANCED MESSAGE-----