AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 2004.
REGISTRATION NO. 333-114568
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PURE CYCLE CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 84-0705083
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4941
(Primary Standard Industrial Classification Code)
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8451 DELAWARE ST.
THORNTON, COLORADO 80260
(303) 292-3456
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
MARK W. HARDING
8451 DELAWARE ST.
THORNTON, COLORADO 80260
TELEPHONE: (303) 292-3456
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
With copies to:
WANDA J. ABEL, ESQ.
DAVIS GRAHAM & STUBBS LLP
1550 SEVENTEENTH STREET, SUITE 500
DENVER, COLORADO 80202
TELEPHONE: (303) 892-9400
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after
this registration statement becomes effective.
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [ ]
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The registration fees were paid with the previous filings of this
Registration Statement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit
No. Description of Exhibit
---- ----------------------
1.1 Underwriting Agreement.**
3.1 Amended and Restated Certificate of Incorporation.**
3.2 Amended and Restated Bylaws.*
5.1 Opinion of Davis Graham & Stubbs LLP.*
5.2 Opinion of Richards, Layton & Finger, P.A.*
10.1 Letter Agreement dated August 31, 1987 between the Company and
Paradise Oil, Water & Land Development, Inc. (incorporated by
reference from Current Report on Form 8-K filed with the SEC on
August 5, 1988).
10.2 Right of First Refusal Agreement dated August 12, 1992 between
Inco Securities Corporation and Richard F. Myers, Mark W.
Harding, Thomas P. Clark, Thomas Lamm and Rowena Rogers.**
10.3 Stock Purchase Agreement dated December 10, 1991 by and among
the Company and Apex Investment Fund II, L.P., the Environmental
Fund II, L.P. and Productivity Fund II, L.P. (incorporated by
reference from Annual Report on Form 10-KSB for the fiscal year
ended August 31, 1992).
10.4 Service Agreement dated April 11, 1996 by and between the Company
and the District (incorporated by reference from Quarterly Report
on Form 10-QSB for the fiscal quarter ended May 31, 1996).
10.5 Settlement Agreement and Mutual Release dated April 11, 1996 by
and among the State Land Board and the District, the Company,
INCO Securities Corporation, Apex Investment Fund II, L.P.,
Landmark Water Partners, L.P., Landmark Water Partners II, L.P.,
Environmental Venture Fund, L.P., Environmental Private Equity
Fund II, L.P., The Productivity Fund II, L.P., Proactive
Partners, L.P., Warwick Partners, L.P., Auginco, Anders C. Brag,
Amy Leeds, and D.W. Pettyjohn, and OAR, Incorporated, Willard G.
Owens and H.F. Riebesell, Jr. (incorporated by reference from
Quarterly Report on Form 10-QSB for the fiscal quarter ended
May 31, 1996).
10.6 Agreement for Sale of Export Water dated April 11, 1996 by and among
the Company and the District (incorporated by reference from
Quarterly Report on Form 10-QSB for the fiscal quarter ended May 31,
1996).
10.7 Comprehensive Amendment Agreement No. 1 dated April 1, 1996 by
and among ISC, the Company, the Bondholders, Gregory M. Morey,
Newell Augur, Jr., Bill Peterson, Stuart Sundlun, Alan C. Stormo,
Beverlee A. Beardslee, Bradley Kent Beardslee, Robert Douglas
Beardslee, Asra Corporation, International Properties, Inc., and
the State Land Board (incorporated by reference from Quarterly
Report on Form 10-QSB for the fiscal quarter ended May 31, 1996).
II-1
10.8 Wastewater Service Agreement dated January 22, 1997 by and between
the Company and the District (incorporated by reference from Annual
Report on Form 10-KSB for the fiscal year ended August 31, 1998).
10.9 Water Service Agreement for the Sky Ranch PUD dated October 31, 2003
by and between Airpark Metropolitan District, Icon Investors I, LLC,
the Company and the District.**
10.10 1992 Equity Incentive Plan (incorporated by reference from Proxy
Statement filed with the SEC on March 18, 1993).
10.11 2004 Incentive Plan (incorporated by reference from Proxy Statement
filed with the SEC on March 25, 2004).
10.12 Non-Statutory Stock Option Agreement dated April 19, 2001 between
the Company and Mark W. Harding.**
10.13 Amendment to Water Service Agreement for the Sky Ranch PUD dated
January 6, 2004.**
10.14 Amendment to Water Service Agreement for the Sky Ranch PUD dated
January 30, 2004.**
10.15 Amendment to Water Service Agreement for the Sky Ranch PUD dated
January 30, 2004 pertaining to amendment of the Option Agreement for
Export Water.**
10.16 Amendment to Water Service Agreement for the Sky Ranch PUD dated
March 5, 2004.**
10.17 Amended and Restated Lease Agreement between the State Land Board
and the District dated April 4, 1996.**
10.18 Bargain and Sale Deed among the State Land Board, the District and
the Company dated April 11, 1996.**
10.19 Mortgage Deed, Security Agreement, and Financing Statement
between the State Land Board and the Company dated April 11,
1996.**
10.20 Water Service Agreement for the Hills at Sky Ranch Water dated
May 14, 2004 among Icon Land II, LLC, a Colorado limited liability
company, the Company, and the District (incorporated by reference
from the Current Report on Form 8-K filed with the SEC on May 21,
2004).
23.1 Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.**
23.3 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).
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* Filed herewith.
** Previously filed.
II-2
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 SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on June 10, 2004.
PURE CYCLE CORPORATION
By: *
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Name: Mark W. Harding
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* Chief Executive Officer June 10, 2004
------------------------------ and Director (Principal
Thomas P. Clark Executive Officer)
* President and Director June 10, 2004
------------------------------ (Principal Financial
Mark W. Harding Officer and Principal
Accounting Officer)
* Chairman of the Board June 10, 2004
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Harrison H. Augur
* Director June 10, 2004
------------------------------
Richard L. Guido
* Director June 10, 2004
------------------------------
Margaret S. Hansson
* Director June 10, 2004
------------------------------
George M. Middlemas
* Wanda J. Abel, by signing her name hereto, signs this document on behalf
of each of the persons indicated by an asterisk above pursuant to a power
of attorney duly executed by each such persons and previously filed with
the Securities and Exchange Commission as part of the Registration
Statement.
Date: June 10, 2004 /s/ WANDA J. ABEL
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Wanda J. Abel, Attorney-In-Fact
EXHIBIT INDEX
Exhibit
No. Description of Exhibit
---- ----------------------
1.1 Underwriting Agreement.**
3.1 Amended and Restated Certificate of Incorporation.**
3.2 Amended and Restated Bylaws.*
5.1 Opinion of Davis Graham & Stubbs LLP.*
5.2 Opinion of Richards, Layton & Finger, P.A.*
10.1 Letter Agreement dated August 31, 1987 between the Company and
Paradise Oil, Water & Land Development, Inc. (incorporated by
reference from Current Report on Form 8-K filed with the SEC on
August 5, 1988).
10.2 Right of First Refusal Agreement dated August 12, 1992 between
Inco Securities Corporation and Richard F. Myers, Mark W.
Harding, Thomas P. Clark, Thomas Lamm and Rowena Rogers.**
10.3 Stock Purchase Agreement dated December 10, 1991 by and among the
Company and Apex Investment Fund II, L.P., the Environmental
Fund II, L.P. and Productivity Fund II, L.P. (incorporated by
reference from Annual Report on Form 10-KSB for the fiscal year
ended August 31, 1992).
10.4 Service Agreement dated April 11, 1996 by and between the Company
and the District (incorporated by reference from Quarterly Report
on Form 10-QSB for the fiscal quarter ended May 31, 1996).
10.5 Settlement Agreement and Mutual Release dated April 11, 1996 by
and among the State Land Board and the District, the Company,
INCO Securities Corporation, Apex Investment Fund II, L.P.,
Landmark Water Partners, L.P., Landmark Water Partners II, L.P.,
Environmental Venture Fund, L.P., Environmental Private Equity
Fund II, L.P., The Productivity Fund II, L.P., Proactive
Partners, L.P., Warwick Partners, L.P., Auginco, Anders C. Brag,
Amy Leeds, and D.W. Pettyjohn, and OAR, Incorporated, Willard G.
Owens and H.F. Riebesell, Jr. (incorporated by reference from
Quarterly Report on Form 10-QSB for the fiscal quarter ended
May 31, 1996).
10.6 Agreement for Sale of Export Water dated April 11, 1996 by and
among the Company and the District (incorporated by reference
from Quarterly Report on Form 10-QSB for the fiscal quarter ended
May 31, 1996).
10.7 Comprehensive Amendment Agreement No. 1 dated April 1, 1996 by
and among ISC, the Company, the Bondholders, Gregory M. Morey,
Newell Augur, Jr., Bill Peterson, Stuart Sundlun, Alan C. Stormo,
Beverlee A. Beardslee, Bradley Kent Beardslee, Robert Douglas
Beardslee, Asra Corporation, International Properties, Inc., and
the State Land Board (incorporated by reference from Quarterly
Report on Form 10-QSB for the fiscal quarter ended May 31, 1996).
10.8 Wastewater Service Agreement dated January 22, 1997 by and between
the Company and the District (incorporated by reference from Annual
Report on Form 10-KSB for the fiscal year ended August 31, 1998).
10.9 Water Service Agreement for the Sky Ranch PUD dated October 31, 2003
by and between Airpark Metropolitan District, Icon Investors I, LLC,
the Company and the District.**
10.10 1992 Equity Incentive Plan (incorporated by reference from Proxy
Statement filed with the SEC on March 18, 1993).
10.11 2004 Incentive Plan (incorporated by reference from Proxy Statement
filed with the SEC on March 25, 2004).
10.12 Non-Statutory Stock Option Agreement dated April 19, 2001 between
the Company and Mark W. Harding.**
10.13 Amendment to Water Service Agreement for the Sky Ranch PUD dated
January 6, 2004.**
10.14 Amendment to Water Service Agreement for the Sky Ranch PUD dated
January 30, 2004.**
10.15 Amendment to Water Service Agreement for the Sky Ranch PUD dated
January 30, 2004 pertaining to amendment of the Option Agreement for
Export Water.**
10.16 Amendment to Water Service Agreement for the Sky Ranch PUD dated
March 5, 2004.**
10.17 Amended and Restated Lease Agreement between the State Land Board
and the District dated April 4, 1996.**
10.18 Bargain and Sale Deed among the State Land Board, the District and
the Company dated April 11, 1996.**
10.19 Mortgage Deed, Security Agreement, and Financing Statement between
the State Land Board and the Company dated April 11, 1996.**
10.20 Water Service Agreement for the Hills at Sky Ranch Water dated May
14, 2004 among Icon Land II, LLC, a Colorado limited liability
company, the Company, and the District (incorporated by reference
from the Current Report on Form 8-K filed with the SEC on May 21,
2004).
23.1 Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.**
23.3 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).
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* Filed herewith.
** Previously filed.