UNITED STATES
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): September 29, 2005
PYR Energy Corporation
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(Exact name of registrant as specified in its charter)
Maryland 001-15511 95-4580642
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1675 Broadway, Suite 2450, Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 825-3748
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Definitive Material Agreement
On September 29, 2005, PYR Energy Corporation (the "Company") entered into
a Subscription and Registration Rights Agreement (the "Agreement") with
Wellington Management Company LLP ("Wellington") pursuant to which Wellington,
on behalf of six investments funds managed by Wellington, agreed to purchase,
and the Company agreed to sell, an aggregate of 4,000,000 shares of the
Company's common stock at a purchase price of $1.30 per share for a total
investment by Wellington of $5,200,000. The investment by Wellington is part of
a private offering by the Company (the "Private Offering") of a maximum
aggregate of 6,328,000 shares (the "Shares") of the Company's common stock. The
issuance of the Shares is exempt pursuant to provisions of the Securities
Exchange Act of 1933, as amended (the "Act"), provided by Rule 506 of Regulation
D of the Act and Sections 4(2) and 4(6) thereunder and is being made only to
"accredited investors" as that term is defined under the Act. Pursuant to the
terms of the Private Offering, the Company agreed to file, no later than 75 days
after the date of the acceptance by the Company of the first subscription to
purchase Shares in the Private Offering, a registration statement with the
Securities and Exchange Commission to register the resell or other transfer of
the Shares by the purchasers under the Act.
There is no minimum amount of funds that must be raised pursuant to the
Private Offering before the Company may use the proceeds raised. The Company
anticipates that the proceeds from the Private Offering will be used for oil and
gas exploration, development and acquisition activities including drilling both
exploration and development prospects, possible shooting and/or acquisition of
seismic data, and possible acquisition of undeveloped and/or development acreage
and working capital.
Item 3.02 Unregistered Sales of Equity Securities
To the extent applicable, the contents of Item 1.01 above are incorporated
into this Item 3.02 by reference.
Also pursuant to the Private Offering described in Item 1.01 above, on
September 29, 2005 the Company sold a total of 500,000 shares to another
accredited investor at a price per share of $1.30, for a purchase price of
$650,000. On or about October 3, 2005, the Company sold an aggregate of 150,000
shares to six accredited investors at a price per share of $1.30 for gross
proceeds of $195,000 pursuant to the Private Offering. The issuance of these
Shares is exempt pursuant to provisions of the Act provided by Rule 506 of
Regulation D of the Act and Sections 4(2) and 4(6) thereunder. The purchasers
are also entitled to the registration rights described in Item 1.01 above.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
10.1 Form of Subscription Agreement between Wellington parties and PYR
Energy Corporation - September 2005
SIGNATURES
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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 thereunto duly authorized.
Date: October 5, 2005 PYR ENERGY CORPORATION
By: /s/ D. Scott Singdahlsen
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D. Scott Singdahlsen
Chief Executive Officer and
President