PURE CYCLE CORP — Annual Report 2006

Jan 13, 2006

10KSB/A 1 a06-1793_110ksba.htm AMENDMENT TO ANNUAL AND TRANSITION REPORTS OF SMALL BUSINESS ISSUERS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

*Washington, D.C. 20549*

*Form 10-KSB/A-1*

ý ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

*For the fiscal year ended August 31, 2005*

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

*Commission File Number 0-8814*

*PURE CYCLE CORPORATION*

(Name of small business issuer as specified in its charter)

Delaware	84-0705083
(State of incorporation)	(I.R.S. Employer Identification No.)
8451 Delaware Street, Thornton, CO 80260
(Address of principal executive
office) (Zip Code)

Issuer’s telephone number: (303) 292-3456

	Title of Class	Name of each exchange on which registered
Securities
registered under Section 12(b) of the Exchange Act:	None	None

Securities registered pursuant to Section 12(g) of the Exchange Act:

*Common Stock,*

*1/3 of $.01 par value*

(Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB o

Indicate by check mark whether the registrant is a shell company (as defied in Rule 12b-2 of the Exchange Act).

Yes o No ý

Revenues for fiscal year ended August 31, 2005: *$234,654*

The approximate aggregate market value of the voting stock and non-voting common equity held by non-affiliates: *$68,553,000* (based upon closing price on the NASDAQ SmallCap market on October 31, 2005)

Number of shares of Common Stock outstanding, as of October 31, 2005: *14,532,148*

Transitional Small Business Disclosure Format (Check One): Yes o No ý

Documents incorporated by reference: Portions of the Registrant’s definitive Proxy Statement for the Registrant’s 2006 Annual Meeting of Stockholders are incorporated by reference under part III of this annual report on form 10KSB.

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We are filing an amended Form 10-KSB for our fiscal year ended August 31, 2005 to include a Consent of Independent Registered Public Accounting Firm from Anton Collins Mitchell LLP, in accordance with Regulation S-X, Rule 3-09.

| Item
13. | Exhibits |
| --- | --- |
| (a) | Exhibits |
| 3.1 | Amended and
Restated Certificate of Incorporation - Incorporated by reference from Exhibit 3.1
to Amendment No. 2 to Registration Statement on Form SB-2, filed June 10,
2004, Registration No. 333-114568 |
| 3.2 | Amended and
Restated Bylaws of Registrant - Incorporated by reference from Exhibit 3.2
to Amendment No. 2 to Registration Statement on Form SB-2, filed June 10,
2004, Registration No. 333-114568-. |
| 4.1 | Specimen Stock
Certificate - Incorporated by reference to Registration Statement No. 2-62483. |
| 10.1 | Letter Agreement
dated August 31, 1987 between Pure Cycle Corporation 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. Incorporated by Reference from Registration Statement
on Form SB-2, filed April 19, 2004, Registration No. 333-114568. |
| 10.3 | Equity Incentive
Plan. Incorporated by reference from Proxy Statement for Annual Meeting held April 2,
1993. |
| 10.4 | 2004 Equity
Incentive Plan. Incorporated by reference from Proxy Statement for Annual
Meeting held April 12, 2004 |
| 10.5 | Service
Agreement, dated April 11, 1996, by and between Pure Cycle Corporation
and the Rangeview Metropolitan District. Incorporated by reference from
Quarterly Report on Form 10-QSB for the period ended May 31, 1996. |
| 10.6 | Wastewater
Service Agreement, dated January 22, 1997, by and between Pure Cycle
Corporation and the Rangeview Metropolitan District. Incorporated by
reference from the Annual Report on Form 10-KSB for the fiscal year
ended August 31, 1997. |
| 10.7 | Comprehensive
Amendment Agreement No. 1, dated April 11, 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 Land Board. Incorporated by reference from
Quarterly Report on Form 10-QSB for the period ended May 31, 1996. |
| 10.8 | Settlement Agreement and Mutual Release dated April 11, 1996 by and among the State Land Board and the District, Pure Cycle Corporation, 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). |
| 10.9 | 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). |
| 10.10 | 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. Incorporated by reference from Registration Statement on Form SB-2,
filed April 19, 2004, Registration No. 333-114568. |

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| 10.11 | Non-Statutory
Stock Option Agreement dated April 19, 2001 between the Company and Mark
W. Harding. Incorporated by reference from Registration Statement on Form SB-2,
filed April 19, 2004, Registration No. 333-114568. |
| --- | --- |
| 10.12 | Amendment to
Water Service Agreement for the Sky Ranch PUD dated January 6, 2004.
Incorporated by Reference from Amendment No. 1 to Registration Statement
on Form SB-2, filed June 7, 2004, Registration No. 333-114568. |
| 10.13 | Amendment to
Water Service Agreement for the Sky Ranch PUD dated January 30, 2004.
Incorporated by Reference from Amendment No. 1 to Registration Statement
on Form SB-2, filed June 7, 2004, Registration No. 333-114568. |
| 10.14 | Amendment to
Water Service Agreement for the Sky Ranch PUD dated January 30, 2004
pertaining to amendment of the Option Agreement for Export Water.
Incorporated by Reference from Amendment No. 1 to Registration Statement
on Form SB-2, filed June 7, 2004, Registration No. 333-114568. |
| 10.15 | Amendment to
Water Service Agreement for the Sky Ranch PUD dated March 5, 2004.
Incorporated by Reference from Amendment No. 1 to Registration Statement
on Form SB-2, filed June 7, 2004, Registration No. 333-114568. |
| 10.16 | Amended and
Restated Lease Agreement between the State Land Board and the District dated April 4,
1996. Incorporated by Reference from Amendment No. 1 to Registration
Statement on Form SB-2, filed June 7, 2004, Registration No. 333-114568. |
| 10.17 | Bargain and Sale
Deed among the State Land Board, the District and the Company dated April 11,
1996. Incorporated by Reference from Amendment No. 1 to Registration
Statement on Form SB-2, filed June 7, 2004, Registration No. 333-114568. |
| 10.18 | Mortgage Deed,
Security Agreement, and Financing Statement between the State Land Board and
the Company dated April 11, 1996. Incorporated by Reference from
Amendment No. 1 to Registration Statement on Form SB-2, filed June 7,
2004, Registration No. 333-114568. |
| 10.19 | 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. |
| 10.20 | Purchase and
Sale Agreement dated as of August 31, 2004 between Pure Cycle Corporation
and Proactive Partners, L.P. incorporated by reference from Form 8-K
filed on November 12, 2004. |
| 10.21 | Settlement
Agreement dated as of August 31, 2004 among Pure Cycle Corporation,
Thomas P. Clark and LCH, Inc. incorporated by reference from Form 8-K
filed on November 12, 2004. |
| 10.22 | Purchase and
Sale Agreement dated as of August 31, 2004 among Pure Cycle Corporation,
OAR Incorporated and Willard G. Owens incorporated by reference from Form 8-K
filed on November 12, 2004. |
| 10.23 | Form of Amendment
to Warrant incorporated by reference from Form 8-K filed on November 12,
2004. |
| 10.24 | Agreement for
Water Service dated August 3, 2005 among Pure Cycle Corporation,
Rangeview Metropolitan District and Arapahoe County incorporated by reference
from Form 8-K filed on August 4, 2005. |
| 14 | Code of Ethics
Adopted February 13, 2004 incorporated by reference from our Proxy
Statement for the Annual Meeting held April 12, 2004. |
| 16.1 | Letter from KPMG
to the Securities and Exchange Commission, dated December 17, 2004,
incorporated by reference from form 8-K filed on December 17, 2004. |
| 23.1 | Consent of KPMG,
LLP, previously filed. |

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| 23.2 | Consent of Anton
Collins Mitchell LLP * |
| --- | --- |
| 31.1 | Certification
under Section 302 of the Sarbanes-Oxley Act of 2002. * |
| 32.1 | Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. * |

• Filed herewith

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Signatures

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PURE CYCLE CORPORATION

By:
Mark W. Harding,
President and Chief Financial Officer

In accordance with the Securities Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Mark W.
Harding	President,	January 12,
2006
Mark W. Harding	Chief Financial
Officer and
	Director
/s/ Harrison H.
Augur	Chairman,
Director	January 12,
2006
Harrison H.
Augur
/s/ Richard L.
Guido	Director	January 12,
2006
Richard L. Guido
/s/ Peter C.
Howell	Director	January 12,
2006
Peter C. Howell
/s/ George M.
Middlemas	Director	January 12,
2006
George M.
Middlemas

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