-----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, U+Jncov3jdx82C5Md6nrDteIyyRA4ncnUbVGUif4hja8iGNOHmz81b8FN1xe7cr5 /DhBTA+cwdquEVgQMWCqQA== 0001000096-02-000335.txt : 20020529 0001000096-02-000335.hdr.sgml : 20020529 20020529141955 ACCESSION NUMBER: 0001000096-02-000335 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020524 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020529 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15511 FILM NUMBER: 02664599 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 8-K 1 pyr8k.txt FORM 8-K (MAY 24, 2002) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2002 ------------ PYR Energy Corporation ----------------------- (Exact name of registrant as specified in its charter) Maryland 0-20879 95-4580642 ---------------------------- --------------- ------------------ (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 1675 Broadway, Suite 2450, Denver, Colorado 80202 ------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (303) 825-3748 -------------- Item 5. Other Events. ------------ Press Release. On May 24, 2002, the Registrant completed the sale of $6 million of principal amounts of convertible promissory notes to three investors. Certain terms of this transaction are described in the press release of the Registrant dated May 28, 2002, which is filed as an exhibit hereto and is incorporated herein by reference. In connection with this transaction, the investors were entitled to designate two directors to the Registrant's board of directors. Eric Sippel, Chief Operating Officer, and Borden Putnam, analyst, of Eastbourne Capital Management, L.L.C. were designated by the investors and elected as directors pursuant to this right. Item 7. Financial Statements And Exhibits. --------------------------------- (c) Exhibits. -------- Exhibit Index ------------- Exhibit Number Description - ------ ----------- 99.1 Press release dated May 28, 2002. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 29, 2002 PYR ENERGY CORPORATION By: /s/ Andrew P. Calerich ---------------------------------------------- Andrew P. Calerich Vice President and Chief Financial Officer EX-99.1 3 pyr8kexhibit.txt PRESS RELEASE EXHIBIT 99.1 On May 28, 2002, the Registrant issued the following press release: "PYR ENERGY RECEIVES $6 MILLION FROM THE SALE OF CONVERTIBLE NOTES DENVER -- PYR Energy Corporation (AMEX:PYR) announced receipt of $6,000,000 in gross proceeds from the sale of Convertible Notes due May 24, 2009. The notes call for semi-annual interest payments at an annual interest rate of 4.99% and are convertible into 4,615,385 shares of the Company's common stock. Purchasers of the Notes comprise three separate funds managed by Eastbourne Capital Management, LLC. Eric Sippel, Chief Operating Officer of Eastbourne Capital commented on the funding by saying, "We are excited about the potential of the East Lost Hills field and are impressed with the additional exploration opportunities of PYR. Our additional investment in the Company, through the purchase of these notes, is an opportunity for our funds to benefit from what we perceive as the potential for significant growth." As part of the transaction, the holders of the Notes have the right to designate two members to PYR's Board of Directors. Mr. Sippel has agreed to be one of these designees. The Company will use the proceeds primarily to fund its 12.12% working interest share of continuing exploitation and development costs at its East Lost Hills deep natural gas discovery in the San Joaquin Basin of California. In addition to funding the ongoing operations at East Lost Hills, the Company plans to use a portion of the capital received to fund lease obligations in the San Joaquin Basin and in select areas of the Rocky Mountains as well as for general and administrative purposes. D. Scott Singdahlsen, President of PYR, stated, "Our East Lost Hills project has been both operationally and financially challenging. This funding gives us the financial resources to fund our ongoing activities at East Lost Hills, and will allow us to focus our human resources on expanding exploration drilling to our other areas." Neither the Convertible Notes nor the shares of common stock into which the Notes are convertible have been registered under the Securities Act of 1933. They may not be offered or sold in the U.S. without registration or an exemption from the registration requirements of the applicable U.S. securities laws. As part of the transaction, the Purchasers have received registration rights with respect to the shares of common stock to be received upon conversion of the Notes. Denver based PYR Energy is a natural gas and oil exploration company with activities focused in the San Joaquin Basin of California and in select areas of the Rocky Mountain region. Additional information about PYR Energy Corporation can be accessed via the Company's web site at www.pyrenergy.com. # # # This release contains forward-looking statements regarding PYR Energy Corporation's future plans and expected performance based on assumptions the Company believes to be reasonable. A number of risks and uncertainties could cause actual results to differ materially from these statements, including, without limitation, the success rate of exploration efforts and the timeliness of development activities, fluctuations in oil and gas prices, and other risk factors described from time to time in the Company's reports filed with the SEC. In addition, the Company operates in an industry sector where securities values are highly volatile and may be influenced by economic and other factors beyond the Company's control Contacts: 1675 Broadway, Suite 2450 Scott Singdahlsen, President Denver, CO 80202 Andrew Calerich, Chief Financial Officer 303.825.3748 Fax:303.825.3768" -----END PRIVACY-ENHANCED MESSAGE-----