As filed with the Securities and Exchange Commission on January 27, 2000
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
RENTECH, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-0957421
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1331 17th Street, Suite 720, Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)
1998 Stock Option Plan
(Full title of the plan)
Loren L. Mall
Brega & Winters P.C.
1700 Lincoln Street, Suite 2222
Denver, Colorado 80203
(Name and address of agent for service)
(303) 866-9400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Title of Amount Offering Aggregate Registration
Securities to to be Price Offering Fee
be Registered Registered Per Unit (1) Price(1)
------------- ---------- ------------ --------- ------------
Common Stock, 500,000 $.69 $345,000 $91.08
$.01 par value shares
(1) Estimated solely for purposes of calculation of the registration
fee. Based upon the closing price of the Common Stock on NASDAQ on
January 24, 2000, pursuant to Rule 457(c) of the Securities Act
of 1933.
PAGE 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The Company has provided or will provide a written statement to
participants who are issued options to purchase shares of its common
stock from it according to the terms of the 1998 Stock Option Plan that
the Company will furnish them without charge, upon oral or written
request, copies of the documents incorporated in this registration
statement by reference in Item 3 of Part II, and stating that these
documents are incorporated into the Section 10(a) prospectus. The
Company will also make available without charge, upon oral or written
request, other documents required to be delivered to employees pursuant
to Rule 428(b). Such documents are available from the Company's
administrative office at 1331 17th Street, Suite 720, Denver, Colorado
80202, telephone number (303) 298-8008.
Item 2. Registrant Information and Employee Plan Annual Information.
The Company has provided or will provide a written statement to
participants who are issued options to purchase shares of its common
stock from it according to the terms of the 1998 Stock Option Plan that
the Company will furnish them without charge, upon oral or written
request, copies of the documents incorporated in this registration
statement by reference in Item 3 of Part II, and stating that these
documents are incorporated into the Section 10(a) prospectus. The
Company will also make available without charge, upon oral or written
request, other documents required to be delivered to employees pursuant
to Rule 428(b). Such documents are available from the Company's
administrative office at 1331 17th Street, Suite 720, Denver, Colorado
80202, telephone number (303) 298-8008.
PAGE 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are deemed to be incorporated by reference
in this registration statement and to be a part hereof.
1. The Company's Form 10-KSB for the fiscal year ended September
30, 1999.
2. The Company's Form 8-K dated October 12, 1999.
3. The Company's Form 8-K dated November 16, 1999.
4. The Company's Form 8-K dated November 24, 1999.
5. The description of the registrant's common stock as contained in
the registrant's registration statement filed pursuant to Section 12 of
the Securities Exchange Act of 1934 (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the registrant with the
Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this registration statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Brega & Winters P.C., general counsel to the Company, has rendered
an opinion in connection with this registration statement that the Shares
being offered, upon issuance and payment therefor, will be duly
authorized, validly issued, fully paid and non-assessable. A lawyer
associated with Brega & Winters P.C. beneficially owns 283,052 Shares of
the Company's common stock.
PAGE 4
Item 6. Indemnification of Directors and Officers.
The only statute, charter provision, bylaw, contract or other
arrangements under which any controlling persons, director or officer of
the Registrant is insured or indemnified in any matter against liability
which he may incur in his capacity as such is as follows:
(a) As allowed by Colorado law, the Articles of Incorporation
contain a provision which eliminates the personal liability of directors
to the Company or its shareholders for monetary damages for certain
breaches of fiduciary duty as a director. That provision does not
eliminate liability for breach of the director's duty of loyalty; acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; certain acts specified in the Colorado Business
Corporation Act; or any transaction from which the director derived an
improper personal benefit. In addition, the Articles of Incorporation
provide indemnification for directors and officers to the fullest extent
allowed by law. In general terms, indemnification is required if the
director is successful in the defense of the claim made against him. A
corporation may indemnify if the director conducted himself in good
faith; he reasonably believed, in the case of conduct in his official
capacity with the corporation, that his conduct was in the corporation's
best interests, or in all other cases, that his conduct was at least not
opposed to the best interests of the corporation; and in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct
was unlawful. However, indemnification is not allowed where the director
was adjudged liable to the corporation or was adjudged liable on the
basis that personal benefit was improperly received by him.
Indemnification can include costs and legal fees incurred by the
director. The corporation may advance the cost of defense and may
indemnify officers, employees and agents of the corporation who are not
directors to the same extent as a director.
(b) The Certificate of Incorporation and Bylaws of the Registrant
generally require indemnification of officers and directors to the
fullest extent allowed by law.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Stock Option Agreement for Grant of Options Under the 1998
Stock Option Plan for Nonstatutory Stock Options.
4.2 Stock Option Agreement for Grant of Options Under the 1998
Stock Option Plan for Incentive Stock Options.
5.1 Legality Opinion of Brega & Winters P.C.
23.1 Consent of Brega & Winters P.C. (included in Exhibit 5.1 to
this Registration Statement)
23.2 Consent of Independent Certified Public Accountants.
PAGE 5
24.1 General Power of Attorney.
99.1 Form of prospectus for the reoffer of control securities.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represents a fundamental change
in the information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8 and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
PAGE 6
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
PAGE 7
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 registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Denver, State of
Colorado on the 26th day of January, 2000.
RENTECH, INC.
By: (signature)
------------------------------
Dennis L. Yakobson, President
and Chief Executive Officer
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
--------- ----- ----
(signature)
---------------------- President, Chief Executive February 26, 2000
Dennis L. Yakobson Officer and Director
(signature)
---------------------- Vice President, Chief February 26, 2000
Ronald C. Butz Operating Officer,
Secretary and Director
(signature)
---------------------- Director February 26, 2000
John J. Ball
(signature)
---------------------- Director February 26, 2000
John P. Diesel
(signature)
---------------------- Vice President - Finance, February 26, 2000
James P. Samuels Chief Financial Officer
(signature)
---------------------- Director February 26, 2000
Douglas L. Sheeran
(signature)
---------------------- Director February 26, 2000
Erich W. Tiepel