As filed with the Securities and Exchange Commission on June 15, 2007
Registration No. 333-17189
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PYR ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 95-4580642
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1675 Broadway, Suite 2450
Denver, Colorado 80202
(Address of principal executive offices including zip code)
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1996 Stock Compensation Plan
(Full title of the plans)
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C. Philip Tholen
Chief Executive Officer
PYR Energy Corporation
1675 Broadway, Suite 2450
Denver, Colorado 80202
(303) 825-3748
With a copy to:
R. Scott Cohen
Weil, Gotshal & Manges LLP
200 Crescent Court, Suite 300
Dallas, TX 75201
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
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RECENT EVENTS: DEREGISTRATION
The Registration Statement on Form S-8 (Registration No. 333-17189) (the
"Registration Statement") of PYR Energy Corporation ("PYR"), pertaining to the
registration of certain shares of PYR's common stock, par value $0.001 per share
("Common Stock"), issuable under the 1996 Stock Compensation Plan, to which this
Post-Effective Amendment No. 1 relates, was filed with the Securities and
Exchange Commission on December 3, 1996.
PYR, Samson Investment Company ("Samson") and Samson Acquisition Corp., a
wholly owned subsidiary of Samson ("Purchaser"), entered into an Agreement and
Plan of Merger dated as of April 23, 2007 (the "Merger Agreement"), pursuant to
which, among other things, Purchaser would be merged with and into PYR, PYR
would survive as a wholly owned subsidiary of Samson and each outstanding share
of Common Stock (and the associated Series A Junior Participating Preferred
Stock purchase rights) would be converted into the right to receive $1.30 in
cash (the "Merger").
On June 12, 2007, Purchaser acquired over 90% of the outstanding Common
Stock, and, subsequently, effected the Merger pursuant to Section 3-106 of the
Maryland General Corporation Law. The Merger became effective as specified in
the Articles of Merger filed with the Maryland State Department of Assessments
and Taxation on June 15, 2007 (the "Merger Date").
As a result of the Merger, PYR has terminated all offerings of Common Stock
pursuant to its existing registration statements, including the Registration
Statement. In accordance with an undertaking made by PYR in the Registration
Statement to remove from registration, by means of a post-effective amendment,
any shares of Common Stock that remain unsold at the termination of the
offering, PYR hereby removes from registration all shares of Common Stock
registered under the Registration Statement which remain unsold as of the Merger
Date.
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SIGNATURES
Pursuant to 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-8 and has duly caused this post-effective
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver and State of Colorado, on the 15th day of
June, 2007.
PYR ENERGY CORPORATION
By: /s/ C. Philip Tholen
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C. Philip Tholen
Chief Executive Officer, President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Date: June 15, 2007 /s/ C. Philip Tholen
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C. Philip Tholen
Chief Executive Officer, President,
Chief Financial Officer and Director
(principle executive officer, principle
financial officer, principle accounting
officer)
Date: June 15, 2007 /s/ Scott Rowland
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Scott Rowland
Director
Date: June 15, 2007 /s/ Jack A. Canon
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Jack A. Canon
Director
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