SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by Registrant [ ]
Filed by a Party other than Registrant [ X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
RENTECH, INC.
(Name of Registrant as Specified In Its Charter)
LOREN L. MALL, BREGA & WINTERS P.C.
(Name of Person(s)) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
1) Title of each class of securities to which
transaction applies.
-------------------------
2) Aggregate number of securities to which transaction
applies.
-------------------------
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
-------------------------
4) Proposed maximum aggregate value of transaction:
------------
5) Total fee paid:
------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
1) Amount Previously Paid:
---------------
2) Form, Schedule or Registration Statement No.:
-------
3) Filing Party:
-----------------------------------
4) Date Filed:
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PAGE 2
RENTECH, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 26, 2002
You are cordially invited to attend the annual meeting of
shareholders of Rentech, Inc. to be held at the Courtyard by Marriott,
Cosmopolitan Room, 934 16th Street, Denver, Colorado, on Tuesday, March
26, 2002 at 9:00 a.m. (local time) for the following purposes:
1. To elect two directors for terms of three years each; and
2. To transact such other business as may properly come before
the meeting or any adjournments or postponements of the meeting.
Accompanying this notice is a form of proxy, a proxy statement, and
a copy of Rentech's 2001 annual report to shareholders. The 2001 annual
report to shareholders is not a part of the proxy solicitation material.
Only holders of record of the common stock of Rentech at the close
of business on January 21, 2002 will be entitled to notice of and to vote
at the meeting and any adjournments or postponements of the meeting.
By Order of the Board of Directors
RONALD C. BUTZ,
Secretary
Denver, Colorado
January 25, 2002
YOUR VOTE IS IMPORTANT
This proxy statement is furnished in connection with the
solicitation of proxies by the Company, on behalf of the Board of
Directors, for the 2002 annual meeting of shareholders. The proxy
statement and the related proxy form are being distributed on or about
January 25, 2002. You can vote your shares using one of the following
methods:
- Vote through the Internet at the website shown on the proxy card.
Vote by telephone using the toll-free number shown on the proxy
card.
- Complete and return a written proxy card.
- Attend the Company's 2002 annual meeting of shareholders and
vote.
Votes submitted through the Internet or by telephone must be
received by 4:00 p.m. Eastern Time, on March 25, 2002. Internet and
telephone voting are available 24 hours per day. If you vote via
Internet or telephone, you do not need to return a proxy card.
PAGE 3
You are invited to attend the meeting; however, to ensure your
representation at the meeting, you are urged to vote via the Internet or
telephone, or mark, sign, date and return the enclosed proxy card as
promptly as possible in the postage-prepaid envelope enclosed for that
purpose. Any shareholder attending the meeting may vote in person even
if he or she has voted via the Internet or telephone, or returned a proxy
card.
PAGE 4
RENTECH, INC.
1331 17th Street, Suite 720
Denver, Colorado 80202
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 26, 2002
This proxy statement is furnished to shareholders in connection with
solicitation by the Board of Directors of Rentech, Inc. of proxies for
use at the annual meeting of shareholders to be held at the Courtyard by
Marriott, Cosmopolitan Room, 934 16th Street, Denver, Colorado, on
Tuesday, March 26, 2002 at 9:00 a.m., local time, and at any adjournments
or postponements of the meeting.
Rentech anticipates that this proxy statement and the accompanying
form of proxy will be first sent or given to shareholders on or about
January 25, 2002.
VOTING SECURITIES AND VOTING RIGHTS
Only shareholders of record at the close of business on January 21,
2002 are entitled to vote at the annual meeting or any adjournments or
postponements of the meeting. On that date, 68,597,224 shares of common
stock were outstanding. Each share of common stock outstanding on that
date entitles the holder to one vote on each matter submitted to a vote
at the meeting. Cumulative voting is not allowed.
Shareholders may vote in person or by proxy at the annual meeting.
All properly executed proxies received prior to the commencement of
voting at the meeting, and which have not been revoked, will be voted in
accordance with the directions given. If no specific instructions are
given for a matter to be voted upon, the proxy holders will vote the
shares covered by proxies received by them (i) FOR the election of the
nominees to the Board of Directors, (ii) in accordance with the
directors' recommendations on any other matters that may come before the
meeting.
A quorum for the transaction of business at the meeting requires the
presence at the annual meeting, in person or by proxy, of the holders of
a majority of the shares entitled to vote at the meeting. If a quorum is
present at the meeting, the two nominees for election as directors who
PAGE 5
receive the greatest number of votes cast for the election of directors
at the meeting will be elected directors. Any other matters submitted to
a vote of the shareholders will be approved if they receive the
affirmative vote of the holders of a majority of shares present in person
or by proxy and entitled to vote on the matter. Abstentions from votes
and "broker non-votes" (shares held by brokers or nominees which are
voted on at least one matter but which are not voted on a particular
matter because the broker or nominee does not have discretionary voting
power with respect to that matter and has not received voting
instructions from the beneficial owner of such shares) will be counted as
present for purposes of determining whether a quorum is present at the
annual meeting. Abstentions will be treated as present and entitled to
vote at the meeting. Accordingly, abstentions (i) will have no effect
on the outcome of the election of directors, and (ii) will have the same
effect as a vote against all other matters presented to shareholders at
the annual meeting. Broker non-votes on a matter will not be considered
present and entitled to vote on that matter, and accordingly, (i) will
have no effect on the outcome of a matter requiring the approval of the
holders of a plurality or majority of the shares present, in person or by
proxy, and entitled to vote at the annual meeting, and (ii) will have
the same effect as a vote against a matter requiring the approval of a
majority of all shares outstanding and entitled to vote at the annual
meeting.
Without affecting any vote previously taken, any shareholder may
revoke a proxy at any time before it is voted, either by delivering to
the Secretary of Rentech a written notice of revocation or a properly
signed proxy bearing a later date, or by voting in person at the annual
meeting. Attendance at the meeting will not in and of itself constitute
a revocation of a proxy.
Proxies will be solicited primarily by mail. In addition, officers,
directors and employees of Rentech may solicit proxies in person or by
telephone and facsimile transmission, for which they will not receive
additional compensation. Rentech will pay the costs of soliciting and
distributing proxies. Rentech may engage third parties to assist in
soliciting proxies. If it does, Rentech would incur additional costs.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Rentech's Board of Directors currently consists of six members. The
board is divided into three classes of two directors each. The directors
in each class are elected for three years and until the election and
qualification of their successors.
PAGE 6
John P. Diesel and Dennis L. Yakobson have been nominated for
reelection as directors for a term of three years each. The two nominees
are presently members of the Board of Directors. All other members of
the Board of Directors will continue in office until the expiration of
their respective terms at the 2003 or 2004 annual meeting of
shareholders.
If your vote is properly submitted through the Internet or by
telephone, or if the accompanying proxy card is properly signed and
returned to Rentech at or prior to the annual meeting, it will be voted
for the election of the nominees, unless contrary instructions are
specified. Although the Board of Directors has no reason to believe that
either of the nominees will decline or be unable to serve as a director,
should that occur, the persons appointed as proxies in the accompanying
proxy card intend to vote, unless the number of nominees or directors is
reduced by the Board of Directors, for such other nominee or nominees as
the Board of Directors may designate. The Board of Directors recommends
a vote FOR these two nominees.
Information Regarding Nominees for Election to the Board of Directors:
Dennis L. Yakobson, President, Chief Executive Officer, and Chairman
of the Board
Mr. Yakobson, age 65, is Chief Executive Officer of Rentech. He has
served as a director of Rentech and chairman of the board since 1983. He
was employed as vice president of administration and finance of Nova
Petroleum Corporation, Denver, Colorado, from 1981 to 1983. From 1979 to
1983, he served as a director and secretary of Nova Petroleum
Corporation, Denver, Colorado. He resigned those positions in November
1983 to become a director and assume the presidency of Rentech. From
1976 to 1981 he served as a director, secretary and treasurer of Power
Resources Corporation, Denver, a mineral exploration company, and was
employed by it as vice president-land. From 1975 to 1976 he was employed
by Wyoming Mineral Corporation in Denver as a contract administrator.
From 1971 through 1975 he was employed by Martin Marietta Corporation,
Denver, as marketing engineer in space systems. From 1969 to 1971 he was
employed by Martin Marietta (now Lockheed Martin Corporation) in a
similar position. From 1960 to 1969 he was employed by Grumman Aerospace
Corporation, his final position with it being contract administrator with
responsibility for negotiation of prime contracts with governmental
agencies. He received a Bachelor of Science degree in Civil Engineering
from Cornell University in 1959 and a Masters Degree in Business
Administration from Adelphi University in 1963.
PAGE 7
John P. Diesel, Director
Mr. Diesel, age 75, has served as a director of Rentech since 1998.
In 1972 he became President of Newport News Shipbuilding, a wholly-owned
subsidiary of Tenneco. There for five years he was responsible for,
among other projects, the design and construction of the nuclear powered
aircraft carriers Nimitz class and Los Angeles class submarines. In 1977
he moved to the position of Executive Vice President of Tenneco, Inc.,
with responsibility for its automotive, farm and construction equipment
and packaging businesses. In 1978 he became President and a director of
Tenneco. Mr. Diesel was employed by McQuay-Norris Manufacturing Co. from
1951 to 1957 in the production of proximity fuses. He joined Booz Allen
and Hamilton in 1957, remaining there until 1961, and being elected to
the partnership in that time. Mr. Diesel joined A.O. Smith Corporation
as Vice President of Planning, and held a series of manufacturing officer
positions, including group vice president. During his tenure at Tenneco,
and after retiring, Mr. Diesel served on numerous boards of directors.
These directorships included the Aluminum Company of America, Brunswick
Corp., Allied Stores, Pullman Corporation, Cooper Industries and
Financial Institutions Reinsurance Group, Fansteel Inc., and Telepad
Corporation. He received a Bachelor of Science degree in Industrial
Engineering from Washington University in 1951. Prior to attending the
university he served in the United States Navy as an aviator in the
Western Pacific.
Information Regarding Continuing Directors With Terms Expiring in 2004:
Ronald C. Butz, Vice President, Chief Operating Officer, Secretary
and Director
Mr. Butz, age 64, has served as a director of Rentech since 1984.
In October 1989, Mr. Butz was appointed vice president of Rentech, in
June 1990 he was appointed secretary, and in May 1998 he became chief
operating officer. From 1984 to 1989, Mr. Butz was employed as president
of Capital Growth, Inc., a privately-held Colorado corporation providing
investment services and venture capital consulting. From 1982 to 1983,
Mr. Butz was a shareholder, vice president and chief operating officer of
World Agricultural Systems, Ltd., a privately-held Colorado corporation
specializing in the international marketing of commodity storage systems.
From 1966 to 1982, Mr. Butz was a practicing attorney in Denver, Colorado
with the firm of Grant, McHendrie, Haines and Crouse, P.C. He received a
Bachelor of Science degree in Civil Engineering from Cornell University
in 1961 and a Juris Doctor degree from the University of Denver in 1965.
PAGE 8
Douglas L. Sheeran, Director
Mr. Sheeran, age 63, has served as a director of Rentech since 1998.
Mr. Sheeran is managing director of FCI, Inc., which he founded in 1986.
FCI Inc., is a human resource consulting firm located in Shrewsbury, New
Jersey which specializes in executive staffing, merger planning and
organizational effectiveness. FCI's client base includes Fortune 500 and
start-up firms in technology, pharmaceutical, automotive and consumer
durable industries. From 1973 until 1986 Mr. Sheeran was employed by
Purolator Automotive Group and became Vice President, Human Resources,
with responsibilities for multiple North American business units. He
held a number of human resource positions of increasing scope and
responsibility with Home Life Insurance Company from 1960 to 1962, Kraft
Foods from 1962 to 1965, Electronic Associates Inc. from 1965 to 1968,
and Celanese Corporation from 1968 to 1973. These positions covered a
range of labor relations, organizational development, compensation and
benefit responsibilities at both operating sites and corporate staff. He
received a Bachelor of Arts degree in Industrial Psychology from Miami
University, Oxford, Ohio, in 1960.
Information Regarding Continuing Directors With Terms Expiring in 2003:
John J. Ball, Director
Mr. Ball, age 58, has served as a director of Rentech since 1998.
He formed the law firm, Broadhurst & Ball, Mississauga, Ontario, and was
a partner from 1975 to 1984. He subsequently formed Keyser Mason Ball,
Mississauga, as a senior partner from 1984 to present. Upon his
admission to the Bar he joined the firm of McMillan Binch, Toronto, as an
associate from 1971 to 1975. He received a Bachelor of Education and
Arts Degree from Mount Allison University in 1966 and a Bachelor of Laws
Degree from Dalhousie University in 1969. He was admitted to the Nova
Scotia Bar in 1970 and the Ontario Bar in 1971. He is presently a
director of The Mississauga Hospital, Chair of its Bio-Ethics Committee,
and was a member of the Board Merger Committee in connection with the
amalgamation of The Mississauga Hospital and The Queensway Hospital. Mr.
Ball is past member of the Board and Executive Committees of Mount
Allison University. He is a past Chair of the Vanier Cup, which sponsors
the Canadian National University Football Championship.
Erich W. Tiepel, Director
Dr. Tiepel, age 58, has served as a director of Rentech since 1983.
Dr. Tiepel has 23 years of experience in all phases of process design and
development, plant management and operations for chemical processing
plants. In 1981, Dr. Tiepel was a founder of Resource Technologies
PAGE 9
Group, Inc. (RTG), a high technology consulting organization specializing
in process engineering, water treatment, hazardous waste remediation, and
regulatory affairs. Dr. Tiepel has been president of RTG since its
inception. From 1977 to 1981 he was project manager for Wyoming Mineral
Corporation, a subsidiary of Westinghouse Electric Corp., Lakewood,
Colorado, where his responsibilities included management of the design,
contraction and operation of ground water treatment systems for ground
water cleanup programs. From 1971 to 1976 he was a principal project
engineer for process research for Westinghouse Research Labs. From 1967
to 1971, he was a trainee of the National Science Foundation at the
University of Florida in Gainesville, Florida. He obtained a Bachelor of
Science degree in Chemical Engineering from the University of Cincinnati
in 1967, and a Ph.D. in Chemical Engineering from the University of
Florida in 1971.
EXECUTIVE OFFICERS AND OTHER KEY MANAGERS
Information concerning the business experience of Mr. Butz and Mr.
Yakobson, who serve as executive officers of Rentech, is provided under the
previous section titled "Election of Directors."
Charles B. Benham, Vice President-Research and Development
Dr. Benham, age 65, was a founder of Rentech and has been an officer
of Rentech since its inception in 1981. He served as president until
1983 and as a director from inception until 1996. From 1977 to 1981, Dr.
Benham worked at the Solar Energy Research Institute in Golden, Colorado,
on thermal and chemical processes for converting agricultural crop
residues to diesel fuel, on thermochemical transport of solar energy
using ammonia decomposition and steam reforming of methane, and on high
temperature applications of solar energy. He was employed at the Naval
Weapons Center, China Lake, California, from 1958 through 1977. There,
he performed research and development on thermal and chemical processes
for converting municipal solid wastes to liquid hydrocarbon fuels,
thermochemical analyses of solid-fueled and ramjet engines, combustor
modeling, rocket motor thrust vector control, rocket motor thrust
augmentation, catalyst behavior in carbon monoxide oxidation, and in
liquid hydrocarbon fuels for ramjet applications. Dr. Benham has
published several articles in the fields of liquid fuel production from
organic waste, catalyst pellet behavior and rocket propulsion. He
received a Bachelor of Science degree in Mechanical Engineering from the
University of Colorado in 1958, and a Master of Science degree in
Engineering in 1964 and a Ph.D. in Engineering (energy and kinetics) in
1970, both from the University of California at Los Angeles.
PAGE 10
Mark S. Bohn, Vice President-Engineering
Dr. Bohn, age 51, a founder of Rentech, served as a director from
its organization in 1981 to June 1998. Since November 9, 1998 he has
been employed by Rentech as Vice President-Engineering. He became
president of Rentech Services Corporation upon its organization as a
wholly-owned subsidiary in 1999. From 1978 to November 1998 he was
employed by Midwest Research Institute at the Solar Energy Research
Institute (now National Renewable Energy Laboratory) in Golden, Colorado.
He was employed from 1976 through 1978 at the General Motors Research
Laboratories in Warren, Michigan. Dr. Bohn is a registered Professional
Engineer in Colorado and a Member of the American Society of Mechanical
Engineers and the American Institute of Chemical Engineers. He has
published numerous articles on liquid fuel production, organic waste,
heat transfer, power cycles, aerodynamics, optics, acoustics, and solar
thermal energy. He co-authored the textbook Principles of Heat Transfer
(Brooks Cole Publishing). He received a Bachelors degree in Mechanical
Engineering from Georgia Institute of Technology, Atlanta, Georgia, in
1972, and a Master of Science degree in Mechanical Engineering in 1973
and a Ph.D. in Mechanical Engineering in 1976, both from the California
Institute of Technology, Pasadena, California.
Jim D. Fletcher, General Manager, Petroleum Mud Logging, Inc.
Mr. Jim D. Fletcher, age 56, has been general manager of Petroleum
Mud Logging, Inc. since August 1999. Mr. Fletcher has been employed in
the mud logging services industry since 1973. From 1995 to August 1999,
Mr. Fletcher was employed by Penson Well Logging as its general manager
and marketing officer. From 1988 through 1994, Mr. Fletcher worked for
Petroleum Mud Logging, Inc. of Oklahoma City, as a mud logging
technician. This corporation sold its assets to Rentech, Inc. in 1999,
which is continuing the business. After the purchase by Rentech,
Petroleum Mud Logging then named Mr. Fletcher as its general manager, and
he continues in that position. From 1981 to 1988, Mr. Fletcher was
employed by OFT Exploration in Oklahoma City as a well site geologist,
and also worked as a consulting geologist. His first work experience was
with Dresser Industries in 1973 to 1974 as a mud logger. Mr. Fletcher
obtained a B.S. in Business Administration and a minor in Geology and
Economics from Southwestern State College of Oklahoma in 1974.
Frank L. Livingston, Vice President and General Manager, OKON, Inc.
Mr. Frank L. Livingston, age 59, has served as Vice President and
general manager of OKON, Inc. since Rentech acquired that subsidiary in
March 1997. Mr. Livingston joined OKON in 1975 as sales manager and was
promoted to Vice President of Sales in 1984. Mr. Livingston also became a
24% owner of OKON at that time. In addition to his sales and marketing
responsibilities, he was also responsible for manufacturing and research
PAGE 11
and development of new products for OKON. Mr. Livingston also served on
OKON's board of directors. Since the sale of OKON to Rentech in 1997,
Mr. Livingston continues to serve on OKON's board of directors. From
1971 to 1975 Mr. Livingston was employed by Gates Rubber Co. in Denver,
Colorado as a sales and marketing manager for a specialty chemical
venture start-up business within the company. He also worked as a
research market analyst for the venture group. Projects of the venture
group included specialty chemicals and lead-acid battery technology, as
well as rubber products made by the company for off-shore oil exploration
and production. He was employed by Mallinckrodt Chemical Co. from 1965
to 1971. While with it, he worked as a process research chemist and
formulator prior to becoming a specialty marketing manager for the
industrial chemical division. He received a Bachelor of Science Degree
in Chemistry from Colorado State University in 1965.
Gary A. Roberts, President, REN Corporation
Mr. Gary A. Roberts, age 63, has been President of REN Corporation
since founding the company in 1979. Prior to starting REN, Mr. Roberts
was a Research Engineer in the School of Mechanical Engineering at
Oklahoma State University. As a Program Manager at the Fluid Power
Research Center, he was responsible for projects to develop testing
concepts and equipment for the U.S. Army and numerous industrial
sponsors. Mr. Roberts was a United States delegate to ISO TC131, the
International Standards body which developed standard testing procedures
for the fluid power industry. From 1963 to 1970, he served as Manager of
Quality Engineering for Cessna Fluid Power Division, Hutchinson, Kansas.
Mr. Roberts is a Registered Professional Engineer in California. He
holds an Associate Degree in Business Administration from the Hutchinson
Community College as well as Bachelor of Science and Master of Science
Degrees in Engineering from Oklahoma State University.
James P. Samuels, Vice President-Finance, Treasurer, and Chief
Financial Officer
Mr. James P. Samuels, age 54, has served as Vice President-Finance,
Treasurer and Chief Financial Officer of Rentech since May 1, 1996. He
has executive experience in general corporate management, finance, sales
and marketing, information technologies, and consulting for both large
companies and development stage businesses. From December 1995 through
April 1998, he provided consulting services in finance and securities law
compliance to Telepad Corporation, Herndon, Virginia, a company engaged
in systems solutions for field force computing. From 1991 through August
1995, Mr. Samuels served as chief financial officer, vice president-
finance, treasurer and director of Top Source, Inc., Palm Beach Gardens,
Florida, a development stage company engaged in developing and
commercializing state-of-the-art technologies for the transportation,
PAGE 11
industrial and petrochemical markets. During that employment, he also
served during 1994 and 1995 as president of a subsidiary of Top Source,
Inc. From 1989 to 1991, he was vice president and general manager of the
Automotive group of BML Corporation, Mississauga, Ontario, a
privately-held company engaged in auto rentals, car leasing, and
automotive insurance. From 1983 through 1989, Mr. Samuels was employed
by Purolator Products Corporation, a large manufacturer and distributor
of automotive parts. He was president of the Mississauga, Ontario branch
from 1985 to 1989; a director of marketing from 1984 to 1985; and
director of business development and planning during 1983 for the Rahway,
New Jersey filter division headquarters of Purolator Products
Corporation. From 1975 to 1983, he was employed by Bendix Automotive
Group, Southfield, Michigan, a manufacturer of automotive filters,
electronics and brakes. He served in various capacities, including group
director for management consulting services on the corporate staff,
director of market research and planning, manager of financial analysis
and planning, and plant controller at its Fram Autolite division. From
1973 to 1974, he was employed by Bowmar Ali, Inc., Acton, Massachusetts,
in various marketing and financial positions, and in 1974 he was managing
director of its division in Wiesbaden, Germany. He received a Bachelor's
degree in Business Administration from Lowell Technological Institute in
1970, and a Master of Business Administration degree in 1972 from Suffolk
University, Boston, Massachusetts. He completed an executive program in
strategic market management through Harvard University in Switzerland in
1984.
There are no family relationships among the executive officers.
There are no arrangements or understandings between any officer and any
other person pursuant to which that officer was selected.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of January 21,
2002 by (i) all persons who own of record or are known to the Company to
beneficially own more than 5% of the issued and outstanding shares of
Common Stock and (ii) by each director, each director nominee, each of
the executive officers named in the tables under "Executive Compensation"
and by all executive officers and directors as a group:
PAGE 12
Amount and Nature of Percent
Name(1)(2) Beneficial Ownership(3) of Class
--------------------- ----------------------- ---------
John J. Ball (4) 167,000 *
Charles B. Benham 826,320 1.2%
Mark S. Bohn 815,523 1.2%
Ronald C. Butz(5) 790,031 1.2%
John P. Diesel 165,000 *
James P. Samuels 763,500 1.1%
Douglas L. Sheeran 255,850 *
Erich W. Tiepel 550,725 *
Dennis L. Yakobson(6) 955,824 1.4%
All Directors and Executive
Officers as a Group
(10 persons) 5,289,773 7.7%
C. David Callaham(7) 3,734,840 5.4%
---------------
*Less than 1%.
(1) Except as otherwise noted and subject to applicable community
property laws, each stockholder has sole voting and investment power with
respect to the shares beneficially owned. The business address of each
director and executive officer is c/o Rentech, Inc., 1331 17th Street,
Suite 720, Denver, CO 80202.
(2) Shares of common stock subject to options that are exercisable
within 60 days of the date of this proxy statement are deemed outstanding
for purposes of computing the percentage ownership of such person, but
are not deemed outstanding for purposes of computing the percentage
ownership of any other person. The following shares of common stock
subject to stock options are included in the table: John J. Ball -
90,000; Charles B. Benham - 200,000; Mark S. Bohn - 150,000; Ronald C.
Butz - 185,000; John P. Diesel - 90,000; James P. Samuels - 180,000;
Douglas L. Sheeran - 90,000; Erich W. Tiepel - 150,000; Dennis L.
Yakobson - 215,000.
(3) Information with respect to beneficial ownership is based upon
information furnished by each stockholder or contained in filings with
the Securities and Exchange Commission.
(4) Includes 2,000 shares of common stock held by Mr. Ball's wife, as
to which Mr. Ball disclaims beneficial ownership.
(5) Does not include 237,432 shares of common stock held by Mr.
Butz's wife, as to which Mr. Butz disclaims beneficial ownership.
(6) Includes 8,000 shares of common stock held by Mr. Yakobson's
wife, as to which Mr. Yakobson disclaims beneficial ownership.
(7) Includes 440,003 shares of common stock underlying stock purchase
warrants.
PAGE 13
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held five meetings during the fiscal year
ended September 30, 2001. No director attended fewer than 75% of the
meetings of the Board of Directors held during the period for which he
has been a director or of the meetings of committees of the Board of
Directors on which he served during the period that he served. Directors
who are not employees of Rentech are not paid fees for their services.
Instead, they have been granted stock options as consideration.
The Board of Directors has a standing audit committee, a stock
option committee and a compensation committee. It has no standing
nominating committees.
The audit committee of the Board of Directors reports to the board
regarding the appointment of the Company's independent public
accountants, the scope and results of its annual audits, compliance with
accounting and financial policies and management's procedures and
policies relative to the adequacy of internal accounting controls.
During fiscal 2001, the audit committee consisted of Mr. Ball, Mr. Diesel
and Dr. Tiepel, all of whom are independent directors of the Company as
defined by the listing standards of the American Stock Exchange. During
fiscal 2001, the audit committee met four times.
The stock option committee currently consists of Dr. Erich W. Tiepel
and Douglas L. Sheeran. The committee formally met one time during the
fiscal year ended September 30, 2001, and also met informally several
other times. The function of the committee is to determine the grant of
stock options to the executive officers and the terms of any options
granted to them.
The compensation committee is comprised of Messrs. John J. Ball,
John P. Diesel, Douglas L. Sheeran and Dr. Erich W. Tiepel. None of
these directors have ever served as officers of the Company. The
committee met one time during the last fiscal year.
EXECUTIVE COMPENSATION
Employment Contracts
Executive officers generally are elected at the annual director
meeting immediately following the annual stockholder meeting. Any
officer or agent elected or appointed by the Board of Directors may be
removed by the board whenever in its judgment our best interests will be
served thereby, without prejudice to contractual rights, if any, of the
person so removed.
PAGE 13
There are no family relationships among the executive officers.
There are no arrangements or understandings between any officer and any
other person pursuant to which that officer was elected.
Rentech employs Messrs. Benham, Bohn, Butz, Samuels and Yakobson
pursuant to employment contracts that extend for three years into the
future. Mr. Livingston and Mr. Fletcher are employed by OKON, Inc. and
Petroleum Mud Logging, Inc., respectively, according to contracts that
extend to March 31, 2002. Mr. Roberts is employed by a contract that
extends to August 31, 2004.
The contracts provide that the individuals will serve in their
present capacities as officers, together with such duties,
responsibilities and powers as the Board of Directors may reasonably
specify. The contracts provide for annual cost of living adjustments.
The contracts impose obligations of confidentiality as well as covenants
not to compete with Rentech following termination of employment for any
reason whatsoever.
Compensation
The following table shows all compensation paid or to be paid by
Rentech or any of its subsidiaries, as well as other compensation paid or
accrued during the fiscal years indicated to the Chief Executive Officer
and the four other highest paid executive officers of Rentech as of the
end of Rentech's last fiscal year whose salary and bonus for such period
in all capacities in which the executive officer served exceeded
$100,000.
PAGE 14
Summary Compensation Table
Long-Term Compensation
---------------------------------------------
Annual Compensation Awards Payouts
-------- ---------------------------- ------------------------ --------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other
Name and Annual Restricted Securities All Other
Principal Compen- Stock Underlying LTIP Compen-
Position Year Salary Bonus(1) sation Award(s) Options/SARs Payouts sation
- ----------------- ---- -------- ------- ------- ---------- ----------- ------- ---------
($) ($) ($) ($) (#) ($) ($)
Dennis L. Yakobson 2001 $244,437(2) $3,233 60,000
Chief Executive 2000 $191,356 $120,147 $1,465
Officer 1999 $161,676 35,000
Ronald C. Butz 2001 $217,683(3) $4,665 60,000
Chief Operating 2000 $177,003 $ 88,147 $2,596
Officer 1999 $150,972 35,000
Charles B. Benham 2001 $158,083 50,000
Vice President - 2000 $151,442 $ 43,046 $1,984
Research & 1999 $134,308 30,000
Development
Mark S. Bohn 2001 $158,083 50,000
Vice President - 2000 $151,442 $ 43,046
Engineering 1999 $122,609 30,000
James P. Samuels 2001 $157,013 $1,083 50,000
Chief Financial 2000 $150,419 $ 52,884 $ 592
Officer 1999 $133,144 30,000
________________
(1) After payment of personnel income tax obligations on these sums, the recipients individually elected to invest
all their net bonus amounts in Rentech by exercising stock options.
(2) Of this amount, $44,585 was non-funded deferred compensation.
(3) Of this amount, $32,936 was non-funded deferred compensation.
Option/SAR Grants
The following table sets forth information with respect to the named
executives concerning the grant of stock options and/or limited SARs
during the last fiscal year:
PAGE 15
Option/SAR Grants in Last Fiscal Year*
Individual Grants Grant Date Value
- ----------------------------------------------------------------------------- ----------------
(a) (b) (c) (d) (e) (f)
Number of % of Total Grant
Securities Options/SARs Exercise Date
Underlying Granted to or Base Expi- Present
Options/SARs Employees in Price ration Value
Name Granted(#) Fiscal Year ($/Sh) Date $
- ------------------ ------------ ------------ ---------- ------- ----------
Dennis L. Yakobson 35,000 13.19% $1.0625 12/14/2005 $37,187.50
25,000 $1.09 07/22/2006 $27,250.50
Ronald C. Butz 35,000 13.19% $1.0625 12/14/2005 $37,187.50
25,000 $1.09 07/22/2006 $27,250.50
Charles B. Benham 30,000 11.0% $1.0625 12/14/2005 $31,875
20,000 $1.09 07/22/2006 $21,800
Mark S. Bohn 30,000 11.0% $1.0625 12/14/2005 $31,875
20,000 $1.09 07/22/2006 $21,800
James P. Samuels 30,000 11.0% $1.0625 12/14/2005 $31,875
20,000 $1.09 07/22/2006 $21,800
_______________
*The market price is determined by averaging the closing market price on the date of grant.
Option/SAR Exercises and Holdings
The following table sets forth information with respect to the named
executives, concerning the exercise of options and limited SARs during
the last fiscal year and unexercised options and limited SARs held as of
the end of the last fiscal year:
PAGE 16
Aggregate Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Shares Options/SARs Options/SARs
Acquired at FY-End(#) at FY-End
On Exercise Value Exercisable/ Exercisable/
Name (#) Realized ($) Unexercisable Unexercisable ($)
------------------ ----------- ------------ ------------- ----------------
Dennis L. Yakobson 0 $0 245,000(1) $ 49,575
Ronald C. Butz 0 $0 185,000(1) $ 22,400
Charles B. Benham 0 $0 230,000(1) $ 46,475
Mark S. Bohn 0 $0 180,000(1) $ 30,475
James P. Samuels 0 $0 380,000(1) $113,100
- -----
(1) Exercisable.
Compensation Committee Report on Executive Compensation
The compensation committee establishes the base salaries and any
cash bonuses paid to the Company's executive officers. It is the policy
of the committee to position the base salaries of Rentech's executives at
levels comparable to those provided to executives of other companies it
deems comparable. These include companies engaged in development of new
technologies. The policy is designed to link each executive's
compensation to individual performance and the Company's achievement of
its goals.
The compensation committee annually reviews the base salary of each
of the executive officers of the Company, including Mr. Yakobson, the
Chief Executive Officer. In determining salary adjustments, the
committee considers several factors. These include individual job
performance, responsibility, financial and operational performance of the
activities directed by the executive, experience, time in position,
future potential, and salary levels of comparable companies. The factors
are considered subjectively in the aggregate, and none of the factors is
accorded a specific weight. The committee has also reviewed information
on the compensation levels of executive officers provided by three annual
PAGE 17
compensation surveys compiled by independent third parties. The surveys
covered approximately 1,500 small to medium size companies. Two of the
surveys applied to companies doing business at locations around the
United States, and one included only companies located in the Rocky
Mountain states. The committee used all of this information to arrive at
total compensation for the Company's executive officers that it believes
is appropriate to the Company's performance and their individual
contributions.
This report is submitted by the members of the compensation
committee.
John J. Ball
John P. Diesel
Douglas L. Sheeran
Dr. Erich W. Tiepel
REPORT OF THE AUDIT COMMITTEE
We have reviewed and discussed the audited financial statements of
Rentech for fiscal year 2001 with management. We have also discussed the
audited financial statements with Rentech's independent auditors and with
management. Our discussions with the independent auditors included,
among other things, discussions relating to the auditor's responsibility
under generally accepted auditing standards, the processes used by our
management in formulating accounting estimates, significant adjustments
made during the audit, any disagreements with our management and any
difficulties encountered by the independent auditors in performing the
audit. We have also received and reviewed written disclosures from the
independent auditors relating to any and all relationships between them
and Rentech, and we discussed with the auditors any relationship that
might affect the objectivity or independence of the independent auditors.
Based on those discussions, we are not aware of any relationship between
the independent auditors and Rentech that affects the objectivity or
independence of the independent auditors.
Based on the discussions and our review discussed above, we
recommended to the Board of Directors that the audited financial
statements for fiscal year 2001 be included in Rentech's Annual Report on
Form 10-K for 2001 for filing with the SEC. The functions of the audit
committee are described in the Company's audit committee charter.
This report is submitted by the members of the audit committee.
John J. Ball
John P. Diesel
Erich W. Tiepel
PAGE 18
In accordance with the rules and regulations of the SEC, neither the
report of the audit committee, the compensation committee, nor the
performance graph appearing below will not be deemed to be "soliciting
material" or to be "filed" with the SEC or subject to Regulations 14A or
14C of the Securities Exchange Act of 1934 or to the liabilities of
Section 18 of the Exchange Act and will not be deemed to be incorporated
by reference into any filing under the Securities Act of 1933 or the
Exchange Act, notwithstanding any general incorporation by reference of
this proxy statement into any other filed document.
Stock Performance Chart
The following chart compares the yearly percentage change in the
cumulative shareholder return on our common stock from October 1996 to
the end of the fiscal year ended September 30, 2001 with the cumulative
total return on the AMEX Major Market Index and the Dow Jones US Oilfield
Equipment & Services Index, a published line-of-business index. The
comparison assumes $100 was invested on September 30, 1996 in our common
stock and in each of the foregoing indices and assumes dividends, if any,
were reinvested.
[PERFORMANCE GRAPH APPEARS HERE]
Total Return Analysis
09/30/1996 09/30/1997 09/30/1998 09/30/1999 09/30/2000 09/30/2001
Rentech, Inc. $100.00 $227.03 $245.96 $135.14 $510.82 $167.57
DJ US Oil
Drilling, Equip.
& Services $100.00 $185.29 $103.04 $132.33 $192.89 $ 92.80
AMEX Major
Market $100.00 $134.20 $141.91 $178.17 $171.11 $154.74
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
Rentech's executive officers and directors are required to file
reports of ownership and changes in ownership of Rentech's securities
with the Securities and Exchange Commission as required under provisions
of Section 16(a) of the Securities Exchange Act of 1934. Based solely on
our review of Securities and Exchange Commission filings and amendments
to those forms submitted to it, Rentech believes that during the last
fiscal year all directors and executive officers have complied with the
applicable filing requirements.
PAGE 19
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has selected BDO Seidman, LLP as the
independent certified public accountants to audit the books, records and
accounts of Rentech for its 2002 fiscal year. To the knowledge of
management, neither such firm nor any of its members has any direct or
material indirect financial interest in Rentech nor any connection with
Rentech in any capacity otherwise than as independent accountants.
A representative of BDO Seidman, LLP is expected to be present at the
annual meeting of shareholders to answer proper questions and will be
afforded an opportunity to make a statement regarding the financial
statements.
SERVICES PERFORMED BY THE COMPANY'S AUDITORS
Audit Fees. For the year ended September 30, 2001, the Company
incurred professional fees and out-of-pocket expenses to its auditors in
the amount of $154,391 related to auditing services.
All Other Fees. The Company was billed $57,113 by its auditors for
tax preparation and consulting services provided during fiscal year 2001.
The Company's audit committee has considered whether the non-audit
services provided by the Company's auditors in connection with the year
ended September 30, 2001 were compatible with the auditors' independence.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the annual
meeting of shareholders held in 2003 must be received by Rentech's
corporate secretary on or before October 1, 2002, in order to be eligible
for inclusion in Rentech's proxy statement and form of proxy. To be
included, a proposal must also comply with all applicable provisions of
Rule 14a-8 under the Securities Exchange Act of 1934.
OTHER BUSINESS
Management does not know of any other matters to be brought before
the annual meeting. If any other business items not mentioned in this
proxy statement are properly brought before the meeting, the individuals
named in the enclosed proxy intend to vote such proxy in accordance with
the directors' recommendations on those matters.
By Order of the Board of Directors,
RONALD C. BUTZ
Secretary
PAGE 20
PROXY RENTECH, INC. PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 8, 2001
AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
By casting your voting instructions on the reverse side, you hereby (a)
acknowledge receipt of the proxy statement related to this meeting, (b)
appoint Linda D. Kansorka and Mark A. Koenig as proxies, each with full
power of substitution, to vote all shares of Rentech common stock that
you would be entitled to cast if personally present at such meeting and
at any postponement or adjournment thereof and (c) revoke any proxies
previously given.
This proxy will be voted as specified by you. If no choice is specified,
the proxy will be voted according to the recommendations of the Board of
Directors indicated on the reverse side, and according to the discretion
of the Board of Directors for any other matters that may properly come
before the meeting or any postponement or adjournment thereof.
RENTECH, INC. Options for Submitting Proxy
Vote By Internet - www.proxyvote.com
Use the Internet to transmit your voting instructions and for
electronic delivery of information. Have your voting instruction card in
hand when you access the web site. You will be prompted to enter your
12-digit Control Number which is located below to obtain your records and
create an electronic voting instruction form.
Vote By Phone - 1-800-890-8903
Use any touch-tone telephone to transmit your voting instructions.
Have your voting instruction card in hand when you call. You will be
prompted to enter your 12-digit Control Number which is located below and
then follow the simple instructions the Vote Voice provides you
Vote By Mail -
Mark, sign and date your voting instruction card and return it in
the postage-paid envelope we've provided or return to Rentech, Inc., c/o
ADP, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW in BLUE OR BLACK INK AS FOLLOWS / /
KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
PAGE 21
RENTECH, INC.
1. ELECTION OF DIRECTORS (for terms described in the proxy statement):
The Board of Directors Recommends a Vote FOR Items 1 and 2.
For All / / Withhold All / / For All Except / /
To withhold authority to vote for
Nominees: John P. Diesel any individual, mark "For All
Dennis L. Yakobson Except" and write the nominee's
name on the line below.
2. In their discretion, the Proxies are authorized to vote on such other
business as may properly come before the meeting or any adjournments
thereof.
Please sign exactly as name appears. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
--------------------- --------- ---------------------- ---------
Signature Date Signature Date
PLEASE SIGN WITHIN BOX PLEASE SIGN WITHIN BOX
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