As filed with the Securities and Exchange Commission on April 5, 2002
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-3
Registration Statement Under
THE SECURITIES ACT OF 1933
-----------------------------
RENTECH, INC.
(Exact name of Registrant as specified in 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
(303) 298-8008
(Address and telephone number of registrant's principal executive offices)
-------------------------
Dennis L. Yakobson
President and Chief Executive Officer
Rentech, Inc.
1331 17th St. Suite 720
Denver, Colorado 80202
(303) 298-8008
(Name, address and telephone number of agent for service)
Copies of all communications and notices to:
Loren L. Mall, Esq.
Brega & Winters P.C.
1700 Lincoln Street, Suite 2222
Denver, Colorado 80203
Tel: (303) 866-9404
--------------------
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ X ]
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 delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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 or dates as
the Commission, acting pursuant to said Section 8(a), may determine.
-------------------------
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Title and Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Unit(2) Price Fee
- ------------ ------------- --------- ----------- ------------
Common Stock 2,226,500 $0.57 $1,269,105 $116.76
Common Stock
Underlying
Warrants 742,167 $0.57 $ 423,035 $ 38.92
Common Stock
Underlying
Stock Options 300,000 $0.57 $ 171,000 $ 15.73
Common Stock
Underlying
Convertible
Promissory
Notes 4,500,000 $0.57 $2,565,000 $235.98
Total 7,768,667 $4,428,140 $407.39
- ----------------------------------------------------------------------------
<FN>
<F1> Subject to adjustment pursuant to the anti-dilution provisions
of the securities being registered on this Form, as allowed by
Rule 416.
<F2> Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, and based on average of the high and low sales prices
quoted on AMEX on April 1, 2002, within five days of the filing
date.
</FN>
PAGE 2
Subject to Completion, Dated April 5, 2002
P R O S P E C T U S
[design]
RENTECH, INC.
7,768,667 Shares
Common Stock
We are an alternative fuels and energy company headquartered in
Denver, Colorado. Our technology converts gases derived from
carbon-bearing materials, either natural gas or liquids or solids, into
synthetic liquid hydrocarbons (gas-to-liquids or GTL Technology). The
products include clean-burning diesel fuel, naphthas used for making
gasoline and certain petrochemicals, and specialty products such as
petroleum waxes, petrochemical feedstocks and synthetic lubricant base
oils.
Trades of our common stock are reported on the American Stock
Exchange under the symbol RTK.
The common stock is offered for sale by the selling shareholders
identified in this prospectus.
------------------
YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS
BEGINNING ON PAGE 7 BEFORE MAKING AN INVESTMENT IN OUR COMPANY
------------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved our common stock or determined that
this prospectus is accurate or complete. Any representation to the
contrary is a criminal offense.
_______, 2002
PAGE 3
TABLE OF CONTENTS
Page
About this Prospectus . . . . . . . . . . . . . . . . . . . . . . 3
Note of Caution Regarding Forward-Looking Statements . . . . . . 3
Summary . .. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Recent Developments . .... . . . . . . . . . . . . . . . . . . . 5
Other Businesses ... . . . . . . . . . . . . . . . . . . . . . . 6
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . 12
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . 12
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . 14
Description of Common Stock and Preferred Stock . . . . . . . . . 15
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Where You Can Find More Information . . . . . . . . . . . . . . . 17
Incorporation of Certain Documents By Reference . . . . . . . . . 18
ABOUT THIS PROSPECTUS
This prospectus may be used by our shareholders identified under the
heading "SELLING SHAREHOLDERS" with their sale of shares of common stock
which they own or acquire from us by the exercise of convertible
promissory notes. The Selling Shareholders or their transferees may also
sell their shares of common stock by complying with Rule 144 or Rule 144A
adopted by the Securities and Exchange Commission (SEC) under the
Securities Act of 1933 if the requirements of those rules have been
satisfied.
The Selling Shareholders will receive all of the proceeds from their
sales of common stock. We will not receive any proceeds from sales of
shares made by them. We would receive proceeds from any exercise of the
stock options and warrants that some Selling Shareholders hold.
This prospectus provides you with a general description of our
Company and of our common stock. You should carefully read this
prospectus and the documents referred to in this prospectus under the
heading "WHERE YOU CAN FIND MORE INFORMATION."
You should rely only on the information provided in this prospectus
or incorporated into this prospectus by reference. We have not
authorized anyone to provide you with different information. You should
not assume that the information in this prospectus is accurate after the
date of this prospectus.
NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including information incorporated by reference in
it, contains forward looking statements, within the meaning of federal
securities laws, about the financial condition, results of operations,
plans, objectives, future performance and business of Rentech and its
subsidiaries. Forward-looking statements are based on our management's
beliefs, assumptions and expectations of our Company's future economic
performance, taking into account the information currently available to
them. Forward-looking statements are not statements of historical fact.
PAGE 4
Forward-looking statements involve risks and uncertainties that may cause
our Company's actual results, performance or financial condition to be
materially different from the expectations we express or imply in any
forward-looking statements. These statements often can be identified by
use of the words "may," "will," "expects," "believes," "anticipates,"
"estimates," "projects," "potential," "approximate," or "continue." Some
of the important factors and events that could cause our actual results,
performance or financial condition to differ materially from our
expectations include:
--Results of use of our GTL Technology after scaling it up for use
in commercial size gas conversion plants;
--Acceptance by the energy industry of our GTL Technology;
--Availability of large amounts of capital to us or our joint
venturers or licensees to construct and operate plants using our
GTL Technology and to implement our business plan;
--Economic competitiveness of our GTL Technology with other means
of producing synthetic liquid hydrocarbons and other fuels; and
--Other risk factors described in this prospectus and in the
documents incorporated by reference, and factors described under
the headings, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business" in the
documents incorporated by reference.
SUMMARY
The following summary does not contain all the information that may
be important to you in making a decision to purchase the offered
securities. For a more complete understanding of us and the offered
securities, we encourage you to read the entire prospectus, the
prospectus supplement, and the documents incorporated by reference.
Overview
We are engaged in the gas-to-liquids (GTL) business, which is the
process of converting gases made from carbon-bearing materials into
liquid hydrocarbons. We have developed and own a patented and
proprietary process for the conversion of synthesis gas produced from
natural gas, coal, refinery bottoms, industrial off-gas and other
hydrocarbon feedstocks into clean-burning sulfur-free, and aromatic-free
alternative fuels, naphthas and waxes. The ability of our GTL technology
(Rentech GTL Technology) to convert this broad range of materials is one
important advantage of our technology compared to other GTL technologies.
Our patented, iron-based catalyst provides several other advantages that
reduce the costs of Rentech GTL Technology. Based on successful
demonstrations of our technology, we believe it is ready for use on a
commercial basis in the proper circumstances. While there are no
commercial-scale GTL process plants that use Rentech GTL Technology now
in existence, we believe there is the potential for the use of Rentech
GTL Technology in a significant number of plants around the world. This
opportunity stems from the growing, worldwide demand for energy,
especially environmentally clean energy, and large supplies of available
feedstocks for our process.
PAGE 5
In some instances, we may invest with others to acquire equity
interests in plants that would use our technology.
The focus of our business is licensing the Rentech GTL Technology to
oil and gas companies, owners of other reserves of carbon-bearing
feedstocks, operators of industrial gas plants, and other members of the
energy industry. We grant licenses in exchange for license fees and
ongoing royalties to be charged for each barrel of liquid hydrocarbons
produced by process plants that use Rentech GTL Technology. After we
grant a license, our licensees are responsible for financing,
constructing and operating their own plants to use the licensed
technology. They must also acquire their own feedstock and sell the
products that their plants produce.
In October 1998, we granted a license to Texaco Energy Systems,
Inc., now a division of ChevronTexaco Corporation, for exclusive use of
Rentech GTL Technology in plants where solid and liquid hydrocarbons are
used as feedstock. Texaco Energy Systems, Inc. (Texaco) also has the
right to grant sublicenses for this use. We retained rights to grant
licensees to others for natural gas feedstocks, which includes industrial
off-gases. Examples of the types of solids and liquid feedstocks that
Texaco could process under our license are liquids such as heavy crude
oil and refinery byproducts and solids like coal and petroleum coke. In
addition, we granted Texaco a non-exclusive license to use the technology
in plants that use natural gas as feedstock. Texaco's non-exclusive
license does not include the right to grant sublicenses to third parties.
In connection with the Rentech GTL Technology, we are also providing
engineering designs and technical services, under contract, for Texaco
and some of our other licensees and potential licensees. They are using
this information to consider the feasibility of constructing one or more
plants to use our technology.
We intend to continue providing engineering design and technical
services for our licensees when they design and construct their plants.
To assist our licensees, we may also contract to provide our operational
support services during startup of licensed plants. In addition, we may
reserve the right to contract for the engineering and supply of the
synthesis gas conversion reactors that are essential for use of the
Rentech GTL Technology. The reactors must be specially configured for
each plant according to the composition of the synthesis gas to be
converted and the throughput desired. When plants are constructed and in
operation, we will sell our patented catalyst, which is a necessary
component of our conversion process, to our licensees.
We have granted several licenses in exchange for license fees. Our
licensees are in various stages of evaluating the Rentech GTL Technology,
seeking financing, and planning how to proceed. Because there are no
process plants now in operation that use the Rentech GTL Technology, we
are not receiving royalties from production of liquid hydrocarbons or
revenues from sales of our catalyst. We are, however, receiving advance
royalty payments from Texaco as required by our license to it.
Recent Developments
On February 25, 2002, we issued convertible promissory notes for a
total of $2,250,000. The notes bear interest at 8.5% per annum, and are
payable in equal monthly installments of principal and interest totaling
PAGE 6
$19,526 per month. The remaining unpaid balances of the notes are due on
February 25, 2006. The notes are convertible into no more than 4,500,000
shares of common stock, less two shares for every dollar of principal
paid in the form of money. During the first year following the date of
the notes, if the market price of the common stock is $.50 per share or
more, the note holders may convert part or all of the principal balances
into common stock at the rate of $.50 of indebtedness per share. After
the first year, one thirty-sixth of the declining principal balance will
be automatically converted on the first of each month into common stock
at the rate of $.50 of indebtedness per share. If the average daily
market price for the seven trading days preceding the conversion date is
less than $.50 per share, the difference between that average and $.50
per share will be multiplied by the number of shares issued in that
conversion, and the resulting dollar amount will be added to the
principal balance of the applicable note. At any time following the
first anniversary date of the notes, the lenders may convert part or all
of the remaining principal balances into common stock at a conversion
price of $.50 of indebtedness per share. No conversion of this type may
be made if the market price is less than $.50 a share on the conversion
date. We are obligated to register the shares of common stock to be
acquired upon conversion of the indebtedness with the Securities and
Exchange Commission.
We issued stock options to Rex A. Johnson and DSN Enterprises Ltd.
for the purchase of 75,000 and 225,00 shares of our common stock,
respectively, in exchange for financial consulting services. The stock
options expire on March 31, 2005. The exercise prices of the options
range between $0.55 and $0.65.
We completed a private placement of our common stock in March 2002.
We placed 2,226,500 shares with accredited investors for cash proceeds of
$.50 per share, for a total of $1,113,250. We paid commissions of five
percent of the cash proceeds to placement agents. We also issued stock
purchase warrants to the placement agents for the purchase of 742,167
shares of our common stock. The exercise price of the warrants is $1.00
per share. The warrants expire on March 10, 2005. We are obligated by
registration rights agreements to register the shares of common stock
sold in the private placement as well as the shares subject to the stock
purchase warrants.
Other Businesses
An important part of our business strategy has been to acquire other
businesses to generate revenues to help support our core business related
to the Rentech GTL Technology during the period before its commercial use
is established. We have acquired interests in other businesses, not
related to gas-to-liquids. We own 100 percent of OKON, Inc. and Petroleum
Mud Logging, Inc. and 56 percent of REN Corporation. We also own
interests in several advanced technologies through ownership of an
interest in INICA, Inc.
Okon, Inc.
Okon has been engaged in the business of manufacturing and marketing
water-based wood stains, concrete stains, concrete block pluggers and
other water repellent sealers on a wholesale basis since 1973. We
PAGE 7
acquired this business, located in Denver, in 1997. The coatings
produced and sold by OKON are biodegradable and environmentally clean
because of their reduced content of volatile organic compounds (VOCs).
Petroleum Mud Logging, Inc.
In June 1999, we entered into the business of providing well logging
services to the oil and gas industry. We conduct this oil field services
business as Petroleum Mud Logging, Inc. The business, located in
Oklahoma City, Oklahoma, has been in operation since 1964. Through state
of the art instruments, the logging equipment measures traces of gases
and water throughout the depth of a well hole by analyzing the drilling
mud recovered from the well as drilling progresses. The results are
rapidly transmitted to customers by either land lines or satellite
uplink. The mineral owners use this information to detect the presence
of oil and gas deposits in underground formations and to direct the
drilling.
REN Corporation.
We acquired 56% of the outstanding stock of REN Corporation, as of
August 1, 2001. REN has been in business in Stillwater, Oklahoma since
1979. REN manufactures computer-controlled testing equipment systems and
sells them on a custom-order basis to industrial manufacturers. The
manufacturers use REN's industrial automation systems for managing
quality control and increasing their manufacturing productivity. The
products the customers produce with REN's systems include automatic
hydraulic pumps, valves and actuators; diesel fuel injection pumps;
transmissions; automatic hydraulic presses; and hydraulic hose
assemblies. REN's primary market has been automated test equipment for
the fluid power industry.
Advanced Technologies; Inica, Inc.
We own 10% of INICA, Inc., formerly ITN Energy Systems, Inc. INICA
has interests in several advanced technologies. We have agreed in
principle to exchange our interest in INICA, Inc. for 3.5% in a holding
company that is to own 100% of two companies called Global Solar Energy,
Inc. and Infinite Power Solutions, Inc., and all of two other advanced
technologies under development, ceramic membranes and fuel cells. Global
Solar Energy manufactures photovoltaic solar electric power panels, and
Infinite Power Solutions, Inc., is commercializing solid state,
rechargeable lithium batteries based on thin-film technology.
RISK FACTORS
--Lack of Profitable Operations: History of Losses. We have a
history of operating losses and have never operated at a profit. From
our inception on December 18, 1981, through December 31, 2001, we have
incurred losses in the amount of $25,571,028. For the year ended
September 30, 2001, and the quarter ended December 31, 2001, our net
losses were $6,770,707, and $1,307,071, respectively. If we do not
operate at a profit in the future, we may be unable to continue our
operations at the present level. Ultimately, our ability to maintain our
present level of business will depend upon earning a profit from
PAGE 8
operation of the Rentech GTL Technology. Our ability to do so has not
been demonstrated. Our inability to generate a profit in the future may
result in impairment charges on goodwill and other intangible assets.
--Successful Operation of Plants Using Rentech GTL Technology Not
Assured. The successful use of Rentech GTL Technology largely depends
upon our ability and that of our licensees to design, construct and
operate plants using the technology on a commercial scale. Successful
commercial use of plants using our technology depends upon a number of
factors. These include, among others, constructing plants that are
properly designed by the user for the chemical composition of the
feedstock obtained for the plant; the amount and quantity of the
feedstock; the availability and cost of construction financing;
mechanical adequacy of the plant equipment and machinery, whether related
or unrelated to the Rentech GTL Technology; costs no higher than expected
to separate the catalyst from waxes produced in the gas conversion
process; availability and adequacy of roads, utilities, worker housing
and other infrastructure, as required, at the plant site; the plant
operator's management and skills; operating circumstances; and other
conditions that we may not anticipate or control.
--Economic Use of Rentech GTL Technology Not Assured. Our ability
to benefit from the Rentech GTL Technology depends upon economic
operation of plants that use the technology on a commercial scale.
Whether our technology can be profitably operated depends upon several
factors. These include adequate quantities of low-cost feedstock, the
availability and cost of construction financing, the economic efficiency
of the technology, and market demand for the end products at profitable
prices. Those qualifies, especially the economic performance of the
technology, have not been established in a commercial-scale plant. Poor
economic results at plants using Rentech GTL Technology would adversely
impact our operating results and financial condition by depressing or
eliminating our potential income from the technology.
--Lack of Adequate Capital to Exploit Rentech GTL Technology. The
capital cost of gas conversion plants and natural gas fields or other
sources of feedstock that would use Rentech GTL Technology requires more
capital than is available to us or to many of our potential licensees.
These limitations have slowed and will continue to delay use of the
technology and resulting revenues to us. Significant delays may occur
before we realize substantial revenues, if any, from operating plants.
--Working Capital. At December 31, 2001, we had working capital of
$820,707 as compared to a working capital of $1,412,195 at September 30,
2001. The decrease in working capital is primarily due to the use of
cash for operations, investing activities and payments on long-term debt.
If we are not able to improve our working capital position, we may not be
able to implement our plan to commercialize the Rentech GTL Technology or
to maintain our operations at the current level.
--Need for Additional Financing. To raise capital, we have
previously issued shares of our common stock, as well as options and
warrants to purchase additional shares of common stock. See the previous
section called Recent Developments. We have expended and will continue
to expend substantial funds to research and develop our technologies,
especially the Rentech GTL Technology, and to invest in gas-to-liquids
projects. We intend to seek additional debt and equity financing in the
capital markets. There can be no assurance that additional financing,
PAGE 9
when required, will be available or on terms acceptable to us. If
adequate funds are not available, we may be required to delay or to
eliminate expenditures for some capital projects or to license to third
parties the rights to commercialize additional products or technologies
that we would otherwise seek to develop ourselves. We may also obtain
additional funds through equity and debt project financing and
collaborative or other arrangements with joint venture partners and
others. If additional funds are raised by issuing equity securities,
further dilution to investors may occur. The board of directors of the
Company is currently empowered, without stockholder approval, to issue
and has issued preferred stock with dividend, liquidation, conversion,
voting and other rights that could adversely affect the voting power,
equity ownership and other rights of the holders of Rentech's common
stock.
--Success of the Rentech GTL Technology Depends Upon Licensees. We
do not have adequate capital to finance, construct and operate our own
commercial plants. Successful use of the Rentech GTL Technology
therefore depends upon obtaining financing through joint ventures or use
by licensees with adequate financing. We will receive royalties and
other revenues from operations only from plants that operate successfully
and economically. Under the license agreements that we offer, our
licensees are responsible for obtaining sources of feedstock, conducting
feasibility studies, recruiting personnel who are skilled in conversion
plants, obtaining governmental approvals and permits, obtaining
sufficient financing on favorable terms for the large capital
expenditures required; possibly constructing infrastructure if not
otherwise available at the plant site; designing, constructing and
operating the plant; marketing the products; and performing other
significant tasks. The ability of any licensee to accomplish these
requirements, and the efforts, resources and timing schedules to be
applied by a licensee, will be controlled by it. If licensees do not
proceed with plants using the Rentech GTL Technology or do not
successfully operate plants, we would not benefit from the technology.
--Competitiveness of the Rentech GTL Technology Not Assured. The
development of gas-to-liquids technology is highly competitive. The
Rentech GTL Technology is based on Fischer-Tropsch processes that have
been used by several others in synthetic fuel projects during the past 60
years. Historic experience has indicated that most of these applications
of the established processes were not an economic means to create
synthetic fuels. Because of increasing worldwide demand for fuels and
other products of the gas-to-liquids technology, as well as the large
quantities of carbon bearing gas, liquid and solid materials available as
feedstock, there are economic incentives to develop and achieve
significant market penetration for successful Fischer-Tropsch technology.
Several major integrated oil companies, as well as several smaller
companies, have developed or are developing competing technologies. Each
of these companies, especially the major oil companies, have
significantly more financial and other resources than we do to spend on
developing, promoting and using their technology. The U.S. Department of
Energy has also sponsored a number of research programs in
Fischer-Tropsch technology, some of which might potentially lower the
cost of processes that compete with the Rentech GTL Technology. There
are no assurances that these companies, the Department of Energy, or
others will not develop technologies that will be more commercially
successful or better accepted in the industry than our technology or that
will render it obsolete.
PAGE 10
--No Assurance of Industry Acceptance of Technologies. As is
typical in the case of new and rapidly evolving technologies, including
the Rentech GTL Technology and the advanced technologies in which we have
an interest, demand and industry acceptance are subject to high levels of
uncertainty. If the applicable industries fail to accept any of these
technologies, especially the Rentech GTL Technology, whether due to
unsuccessful use or their novelty, or for other reasons, or acceptance
develops more slowly than expected, our business, operating results and
financial condition will be materially adversely affected.
--Operating Hazards of Plants Using the Rentech TL Technology.
Plants that use the Rentech GTL Technology process carbon-bearing
materials, including natural gas, into synthesis gas. Some plants will
require the use of oxygen producing systems to convert the feedstock into
synthesis gas. These gases, especially oxygen, are highly flammable and
explosive. Severe personal injuries and material property damage may
result. If such accidents did occur, we could have substantial
liabilities and costs. We are not insured for these risks. Furthermore,
accidents of this type would likely adversely affect operation of
existing as well as proposed plants by increasing costs for safety
features. Widespread market acceptance of the Rentech GTL Technology
could be delayed by this situation.
--Dependence Upon Key Personnel. Our success in implementing our
business plan is substantially dependent upon the contributions of our
executive officers and key employees. The individuals include Dr.
Charles B. Benham, Dr. Mark S. Bohn, and Dennis L. Yakobson, each of whom
has jointly and individually invented various aspects of the Rentech GTL
Technology. At this stage of our development, economic success of the
Rentech GTL Technology depends upon several factors, including design of
conversion plants and their startup to achieve optimal plant operations.
That effort requires knowledge, skills, and relationships unique to our
key personnel. Moreover, to successfully compete, we will be required to
engage in continuous research and development regarding processes,
products, markets and costs. Loss of the services of the executive
officers or other key employees could have a material adverse effect on
our business, operating results and financial condition. We do not have
key man life insurance.
--New Business Risks Associated With Entry into Advanced Technology
Business. The likelihood of success of our minority ownership interests
in advanced technologies must be considered in view of the problems,
expenses, difficulties, complications and delays frequently encountered
with starting up new businesses, especially those based on complex
technologies. These factors include the development of new technologies
and the marketing of new products. We have no control over these
developments. We have no history of operations in these lines of
business upon which to evaluate prospects for future operating or
financial success in these lines. Success in these businesses is not
assured.
--Risk of Technological and Regulatory Change. The market for
advanced technology products is characterized by rapidly changing
technology, new legislation and regulations, and evolving industry
standards. The introduction of products embodying new technology, the
adoption of new legislation or regulations, or the emergence of new
industry standards could render our technologies and future products, if
any, obsolete and unmarketable. Our success and growth will depend, in
PAGE 11
part, upon our ability to anticipate changes in technology, market needs,
laws, regulations, and industry standards; to continue to attract, retain
and motivate qualified personnel; and to successfully develop and
introduce new and enhanced products on a timely basis. We will need to
devote a substantial amount of our efforts and capital to research and
development as well as to sales and marketing.
--Limitations on Protection of Intellectual Property. We rely on a
combination of patent, trade secret, copyright and trademark law,
nondisclosure agreements and technical security measures to protect our
intellectual property rights in our various lines of business. Our
success may depend on our ability to establish, protect and enforce
intellectual property rights with respect to our patented technologies
and proprietary rights and to successfully defend against any claims of
infringement. Our ability to protect and enforce our intellectual
property position involves complex legal, scientific and factual
questions and uncertainties. If we are not able to protect our
proprietary rights, the value of our technologies would be severely
limited.
--Foreign Operations. We expect that a substantial part of the use
of our Rentech GTL Technology will occur in foreign countries. The
additional risks of foreign operations include rapid changes in political
and economic climates; changes in foreign and domestic taxation; lack of
stable systems of law in some countries; susceptibility to loss of
protection of patent rights and other intellectual property rights;
expatriation laws adversely affecting removal of funds; fluctuations of
currency exchange rates; nationalization of property; civil disturbances;
war and other disruptions affecting operations. International operations
and investments may also be negatively affected by laws and policies of
the United States affecting foreign trade, investment and taxation. Any
of these events could adversely impact our operating results and
financial condition.
--No Expectation of Dividends on Common Stock. We have not paid
dividends on our common stock since our inception in 1981. We currently
intend to retain any earnings for the future operation and development of
our business and do not anticipate paying dividends in the foreseeable
future. Any future dividends may be restricted by the terms of
outstanding preferred stock and other financing arrangements then in
effect.
--Limited Trading Market. Rentech's common stock is traded on the
American Stock Exchange. There are no assurances that the market for the
common stock will be sustained or provide liquidity for investors who
wish to sell, or that investors will be able to sell their common stock
at any price. Future trading prices of the common stock will depend upon
many factors including, among others, prevailing market conditions and
our operating results.
--Fluctuations in Quarterly and Annual Results. We have in the
past, and expect in the future, to experience significant fluctuations in
quarterly and annual operating results caused by the unpredictability of
many factors. These variations may include differences in actual results
of operations from results expected by financial analysts and investors,
the demand for licenses of the Rentech GTL Technology, timing of
construction and completion of plants using our technology, success in
operating plants, receipt of license fees and engineering fees and
royalties, improvements or enhancements of gas-to-liquids technology by
us and our competitors, economic use of our technology in commercial
PAGE 12
plants, changes in oil and gas market prices, the impact of competition
by other technologies and energy sources, and general economic
conditions. We believe that period-to-period comparisons of our results
of operations may not necessarily be meaningful and should not be relied
upon as indications of future performance. Some or all of these factors
may cause our operating results in future fiscal quarters and years to be
below the expectations of public market analysts and investors. In this
event, the price of our common stock is likely to be materially adversely
affected.
--Deterrence of Tender Offers by Fair Price Provisions. Our
Articles of Incorporation include provisions that may make it more
difficult for a third party to acquire control of our Company. These
provisions include grouping of the board of directors into three classes
with staggered terms; a requirement that directors may be removed without
cause only with the approval of the holders of 66-2/3% of the outstanding
voting power of our capital stock; and a requirement that the holders of
not less than 66-2/3% of the voting power of our outstanding capital
stock approve certain business combinations of the Company with any
holder of more than 10% of the voting power or an affiliate of any such
holder unless the transaction is either approved by at least a majority
of the uninterested and unaffiliated members of the board of directors or
unless certain minimum price and procedural requirements are met. We
also have a shareholder rights plan that authorizes issuance to existing
shareholders of substantial numbers of preferred share rights or shares
of common stock in the event a third party seeks to acquire control of a
substantial block of our common stock. These provisions could deter a
third party from tendering for the purchase of some or all of our stock
and could have the effect of entrenching management.
USE OF PROCEEDS
The proceeds from sale of the shares being offered by Selling
Shareholders will be for their account, and we will not receive any
proceeds from sales of common stock by them.
We expect to apply any proceeds we receive from the exercise of the
stock options and stock purchase warrants described in this prospectus,
over the next two years, to further development of the Rentech GTL
Technology, investments in projects to use the technology, and working
capital. There is no assurance that the stock options and stock purchase
warrants will be exercised or that we will be able to sell any additional
shares of common stock.
The previous information as to the use of the net offering proceeds
represents our best estimate based upon current conditions as to how the
net proceeds, if any, would be used. We reserve the right to revise the
application of the net proceeds. Any amounts not used for these purposes
will be used for general corporate purposes.
SELLING SHAREHOLDERS
This prospectus may be used by the Selling Shareholders identified
in this section who may be entitled to reoffer and resell of our common
stock under circumstances requiring the use of a prospectus. No person
will be authorized to use this prospectus for an offer of common stock
unless we agree.
PAGE 13
The Selling Shareholders have purchased common stock from us. They
may also have acquired from us either stock options or stock purchase
warrants which may be exercised to purchase from us additional shares of
our common stock. Some of the Selling Shareholders may be subject to
agreements with us that prohibit immediate sales of their common stock.
The common stock and options and warrants to purchase common stock
were issued by the Company in transactions that we reasonably believe to
be exempt from the registration requirements of the Securities Act of
1933, as amended, to persons we reasonably believe to be "accredited
investors" (as defined in Rule 501(a) of the Securities Act of 1933, as
amended). The common stock owned by the Selling Shareholders and some of
the shares of common stock underlying their stock options and warrants
are being offered by the Selling Shareholders identified in the following
table.
Number of Shares
to be Beneficially Owned
Number of On Completion of the
Name of Number of Shares Shares That Offering
Selling Beneficially Owned May Be % of
Shareholder Record Indirect Offered Record Indirect Class
- ----------------- ------ -------- ---------- ------ -------- -----
Fred H. Albert 137,000 --- 50,000 87,000 -- *
Sherry Anderson --- 9,000 9,000(1) -- -- *
Jeffrey T. Benz 50,000 --- 50,000 - -- *
Michael F. Boyd 238,000 --- 150,000 88,000 -- *
C. David Callaham 3,805,350 1,597,103 400,000 3,405,350 1,597,103 7.0%
Robert E. Coker 51,700 --- 37,300(1) 14,400 -- *
J. Patrick Driver --- 1,000 1,000(1) -- -- *
DSN Enterprises, Ltd. . --- 438,333 258,333(2) - 180,000 *
Max Gould 30,000 17,500 17,500(1) 30,000 -- *
HKL FIN, LLC --- 67,500 67,500(1) -- -- *
Jeffrey Holcomb --- 144,125 144,125(1) -- -- *
Robert D. Hoover 20,000 6,667 26,667(3) - -- *
Leslie N. Johnson 165,000 --- 100,000 65,000 -- *
Rex A. Johnson 75,000 75,000 75,000(4) 75,000 -- *
Lo Family Ltd. Partnership 1,200,000 --- 400,000 800,000 -- 1.1%
Donna Maxwell --- 266,667 266,667(1) -- -- *
Mid South Capital, Inc. --- 48,042 48,042(1) - -- *
B.R. Moore 45,000 --- 45,000 - -- *
B.R. Moore Construction 53,000 --- 53,000 - -- *
Neidiger Tucker Bruner, Inc. --- 133,333 133,333(1) - -- *
Stanley E. Norfleet 32,000 --- 25,000 7,000 -- *
Linda D. Nye 100,000 100,000 100,000 - 100,000 *
Craig K. Olson 25,000 --- 25,000 - -- *
Portland Fixtures Ltd.
Partnership 627,256 4,100,000 4,100,000(5) 627,256 -- *
Ron Sanchez --- 15,000 15,000(1) -- -- *
Robert F. Schroepfer 570,000 --- 200,000 370,000 - *
Barry Shemaria 20,000 --- 20,000 - -- *
David L. Simpson 300,000 --- 270,000 30,000 -- *
Karl Smith 110,000 --- 60,000 50,000 -- *
Sunup, Inc. 61,700 --- 61,700 -- - *
Richard Taxman 300,000 --- 20,000 280,000 -- *
William H. and Annie L. Tobey 250,000 --- 50,000 200,000 -- *
Elliot Upchurch 39,500 --- 39,500 - -- *
Hawley A. and Joeann Woods 120,000 --- 50,000 70,000 -- *
David Zimel --- 827,256 200,000(5) - 627,256 *
Louis Zimel 326,000 827,256 200,000(5) 326,000 627,256 *
Total: 7,768,667
<FN>
*Less than 1%.
(1) Shares subject to warrants to purchase common stock at $1.00 per share expiring March 10, 2005.
(2) Includes 33,333 shares subject to warrants to purchase common stock at $1.00 per share expiring
March 10, 2005, 225,000 shares subject to stock options for purchase at $.55 to $.65, expiring
March 31, 2005.
(3) Includes 6,667 shares subject to warrants to purchase common stock at $1.00 per share expiring
March 10, 2005.
(4) Subject to stock options for purchase at $.55 to $.65 per share, expiring March 31, 2005.
(5) Shares subject to convertible promissory notes to convert the indebtedness into common stock in
this number of shares at $0.50 of indebtedness per share expiring February 25, 2006.
</FN>
Page 14
To the knowledge of the Company, none of the Selling Shareholders
nor any officers, directors or employees of a Selling Shareholder have
held any office, position or other material relationship with the
Company, its predecessors or affiliates during the past three years;
except that the holders of the stock purchase warrants and stock
options listed in the previous table have served, and may continue to
serve, as financial consultants to the Company or as placement agents
for the Company's private placement of its securities.
Each Selling Shareholder has represented that he or it purchased
the common stock for investment and with no present intention of
distributing or reselling it unless registered for resale. However,
in recognition of the fact that holders of restricted securities may
wish to be legally permitted to sell their common stock when they deem
appropriate, we have filed with the SEC a registration statement, of
which this prospectus forms a part, for use with the resale of the
common stock from time to time in the market or in privately negotiated
transactions. We have agreed to prepare and file amendments and
supplements to the registration statement and to use our best efforts
to obtain effectiveness of the registration statement. We have also
agreed to keep the registration statement effective until all the
common stock offered with use of this prospectus has been sold, until
the common stock is no longer, by reason of Rule 144 or Rule 144A
adopted by the SEC or any other rule of similar effect, required to be
registered for sale by the Selling Shareholders.
Certain of the Selling Shareholders, their associates and
affiliates may from time to time be customers of, engage in
transactions with, or perform services for us or our subsidiaries in
the ordinary course of business.
PLAN OF DISTRIBUTION
The common stock offered by the Selling Shareholders may be sold
from time to time directly to purchasers. Alternatively, the Selling
Shareholders may from time to time offer the common stock to or through
underwriters, broker/dealers or agents, who may receive compensation in
the form of underwriting discounts, concessions or commissions from the
Selling Shareholders or the purchasers of common stock for whom they
may act as agents. The Selling Shareholders and any underwriters,
broker/dealers or agents that participate in the distribution of common
stock may be deemed to be "underwriters" within the meaning of the
Securities Act, and any profit on the sale of the common stock by them
and any discounts, commissions, concessions or other compensation
received by any of them may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933.
PAGE 15
The common stock offered by the Selling Shareholders may be sold
from time to time in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices
determined at the time of sale, or at negotiated prices. The sale of
the common stock may be effected in transactions (which may involve
crosses or block transactions) (i) on any national or international
securities exchange or quotation services on which the common stock may
be listed or quoted at the time of sale, (ii) in the over-the-counter
market, (iii) in transactions otherwise than on such exchanges or in
the over-the-counter market or (iv) through the writing of options. At
the time a particular offering of the common stock is made, a
prospectus supplement, if required, will be distributed which will set
forth the aggregate amount and type of common stock being offered and
the terms of the offering, including the name or names of any
underwriters, broker/dealers of agents, any discounts, commissions and
other terms constituting compensation from the Selling Shareholders and
any discounts, commissions or concessions allowed or reallowed or paid
to broker/dealers. Selling Shareholders may also sell their common
stock pursuant to Rule 144 or Rule 144A under the Securities Act of
1933 if the requirements for the availability of such rules have been
satisfied.
To comply with the securities laws of certain jurisdictions, if
applicable, the common stock will be offered or sold in such
jurisdictions only through registered or licensed brokers or dealers.
In addition, in certain jurisdictions the common stock may not be
offered or sold unless it has been registered or qualified for sale in
those jurisdictions or an exemption from registration or qualification
is available and satisfied.
The Selling Shareholders will be subject to applicable provisions
of the Securities Exchange Act of 1934 and the rules and regulations
thereunder. Those provisions may limit the timing of purchases and
sales of any of the common stock by the Selling Shareholders. These
limitations may affect the marketability of the common stock.
All expenses of the registration of the common stock will be paid
by the Company. This includes without limitation, SEC filing fees and
expenses in compliance with state securities or "blue sky" laws; but
the Selling Shareholders will pay all underwriting discounts and
selling commissions, if any. The Selling Shareholders will be
indemnified by the Company against certain civil liabilities, including
certain liabilities under the Securities Act of 1934, or will be
entitled to contribution in connection therewith.
DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK
The authorized capital stock of Rentech consists of 100,000,000
shares of common stock, $.01 par value per share, and 1,000,000 shares
of preferred stock, $10 par value per share. A quorum for purposes of
meetings of common shareholders consists of a majority of the issued
and outstanding shares of common stock. Once a quorum is established,
action of a routine nature may be taken by a majority of the shares
represented in person or by proxy at the meeting. Most major corporate
transactions such as mergers, consolidations, sales of all or
substantially all assets, and certain amendments to the articles of
incorporation require approval by the holders of two-thirds of the
issued and outstanding shares of common stock entitled to vote. Our
board of directors is authorized to issue shares of common stock and
preferred stock without
PAGE 16
approval of shareholders. Shares of preferred stock may be issued in
one or more series, the terms of which will be determined at the time
of issuance by the board of directors without any requirement for
shareholder approval. These rights may include voting rights,
preferences as to dividends, and upon liquidation, conversion and
redemption rights, and mandatory redemption provisions pursuant to
sinking funds or otherwise.
The board of directors has authority to issue additional shares of
common stock, warrants and options to purchase common stock, and
preferred shares convertible into shares of common stock. The board of
directors has recently issued securities, including convertible
promissory notes and warrants to purchase additional shares of common
stock. See the previous section called "Recent Developments."
Conversion of the promissory notes and exercise of the warrants now
issued and others that may be issued, and issuance of additional shares
of common stock or preferred stock convertible into common stock, would
reduce the percentage ownership held by those who purchase shares of
the common stock in this offering. That would also dilute the book
value of those purchasers and others who are then shareholders.
Our Articles of Incorporation contain several provisions that may
make a takeover of the Company by a third party more difficult. These
provisions include: (i) classification of its Board of Directors into
three classes as nearly equal in size as practicable, with the members of
only one class to be elected annually for a three-year term; (ii)
directors may be removed without cause only with the approval of the
holders of two-thirds of the outstanding voting power of all capital
stock of the Company; (iii) special meetings of shareholders may be
called only by the president, directors, or affirmative vote of 10% or
more of the voting power of the outstanding capital stock of the Company;
and (iv) approval by the holders of two-thirds of the voting power of
the outstanding capital stock of the Company is required for certain
business combinations of the Company with any holder of more than 10% of
such voting power or an affiliate of any such holder unless the
transaction is either approved by at least a majority of the uninterested
and unaffiliated members of the Company's board of directors or unless
certain minimum price and procedural requirements are met designed to
assure that all shareholders of the Company receive a fair price for
their shares.
We also have a shareholder rights plan that authorizes issuance to
existing shareholders of substantial numbers of preferred shares rights
or shares of common stock in the event a third party seeks to acquire
control of a substantial block of our common stock. These provisions
could deter an offer by a third party for the purchase of some or all of
our outstanding securities and could have the effect of entrenching
management. Pursuant to the shareholder rights plan, we amended our
Articles of Incorporation to authorize the issuance of rights to 500,000
shares of Series 1998-C Participating Cumulative Preferred Stock. In the
event that a person acquires 15% or more of the shares of our common
stock, the holders of common stock at that time have the right to receive
1/100 of a share of Series 1998-C Participating Cumulative Preferred
Stock for each share of common stock owned by such person. The holders
of this preferred stock are entitled to dividends in the event that we
declare a dividend or distribution on the common stock. The holders of
the Series 1998-C Participating Cumulative Preferred Stock would be
entitled to vote on all matters submitted to a vote of our shareholders.
Whenever dividends on the Series 1998-C Participating Cumulative
Preferred Stock are in arrears for six quarterly dividends, the holders
PAGE 17
of such stock (voting as a class) would have the right to elect two
directors. While shares of our Series 1998-B Preferred Stock are
outstanding, no dividends may be paid on the common stock unless
dividends on the those preferred shares have been paid. No shares of
common stock may be purchased or funds set aside for that purpose by us
except in amounts of less than $100,000 per year until all cumulative
dividends have been paid in full. No share rights or shares of common
stock have been issued under the Shareholder Rights Plan.
The shares of common stock covered by this prospectus are fully paid
and nonassessable. Holders of common stock have no preemptive rights.
Each stockholder is entitled to one vote for each share of common stock
held of record by such stockholder. Shareholders have no right to
cumulate votes for election of directors. Upon liquidation of the
Company, the assets then legally available for distribution to holders of
the common stock will be distributed ratably among those shareholders in
proportion to their stock holdings. Holders of common stock are entitled
to dividends when, as and if declared by the board of directors out of
funds legally available for dividends.
LEGAL MATTERS
Brega & Winters, P.C., 1700 Lincoln Street, Suite 2222, Denver,
Colorado 80203 has rendered an opinion as to the legality of the common
stock subject to this prospectus. A lawyer associated with Brega &
Winters P.C. beneficially owns 283,052 shares of the Company's common
stock.
EXPERTS
The financial statements incorporated by reference in this
Prospectus have been audited by BDO Seidman, LLP, independent certified
public accountants, to the extent and for the periods set forth in their
report incorporated herein by reference, and are incorporated herein in
reliance upon such report given upon the authority of said firm as
experts in auditing and accounting.
All dealers effecting transactions in the shares offered by this
prospectus---whether or not participating in the offering---may be
required to deliver a copy of this prospectus. Dealers may also be
required to deliver a copy of this prospectus when acting as underwriters
and for their unsold allotments or subscriptions, if any.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 with the SEC
relating to sales of the shares of common stock identified in this
prospectus. This prospectus is part of that registration statement, but
the registration statement also contains additional information and
exhibits. We also file proxy statements, annual, quarterly and special
reports and other information with the SEC. You may read and copy (upon
the payment of fees charged by the SEC) any document that we file with
the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may call the SEC at 1 (800) SEC-0330 for
further information about the Public Reference Room. Our filings are
also available at the SEC's Internet website at http://www.sec.gov. Our
Internet address is http://www.rentechinc.com.
PAGE 18
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate documents in this prospectus by
reference. This means that we can disclose important business, financial
and other information in our SEC filings by referring you to the
documents containing such information. All information incorporated by
reference is part of this prospectus until it is updated by future
filings with the SEC. Those future filings are considered to
automatically update this prospectus. We incorporate by reference into
this prospectus the documents listed in the following table:
Our SEC Filings Period
--------------- ------
Annual Report on Form 10-K Year ended September 30, 2001
Quarterly Report on Form 10-Q Quarter ended December 31, 2001
Current Reports on Form 8-K Form 8-K dated October 29, 2001
Form 8-K dated April 4, 2002
We also incorporate by reference additional documents that we may
file between the date of this prospectus and the termination of the
offering made by use of this prospectus. These documents include
periodic reports such as Annual Reports on Forms 10-K, Quarterly Reports
on Forms 10-Q, Current Reports on Form 8-K, and other reports filed with
the SEC, as well as proxy statements.
You can obtain any of the documents incorporated by reference in
this prospectus from us, other than exhibits to those documents unless
the exhibit is specifically incorporated by reference into this
prospectus as an exhibit. You can obtain documents incorporated by
reference in this prospectus from us by requesting them in writing or by
telephoning us at the following address and telephone number:
Investor Relations
RENTECH, INC.
1331 17th Street, Suite 720
Denver, Colorado 80202
(303) 298-8008
To ensure timely receipt of documents that you request, you should
make any request to us at least five business days prior to the date you
need them. We will mail materials to you by first class mail, or another
equally prompt means, within one business day after we receive your
request.
PAGE 19
(2 columns)
RENTECH, INC.
[design]
7,768,667 Shares
Common Stock
P R O S P E C T U S
_______________, 2002
Prospective investors may rely only on the information contained in
this prospectus. Neither Rentech, Inc. nor any underwriter has
authorized anyone to provide any other information. This prospectus is
not an offer to sell to---nor does it seek an offer to buy---these
securities from any person in any jurisdiction in which it is illegal to
make an offer or solicitation. The information here is correct only on
the date of this prospectus, regardless of the time of the delivery of
this prospectus or any sale of these securities.
No action is being taken in any jurisdiction outside the United
States to permit a public offering of the common stock or possession or
distribution of this prospectus. Persons who come into possession of
this prospectus in jurisdictions outside the United States must inform
themselves about and observe any restrictions on this offering and on the
distribution of this prospectus in that jurisdiction.
All dealers effecting transactions in the shares offered by this
prospectus - whether or not participating in the offering - may be
required to deliver a copy of this prospectus. Dealers may also be
required to deliver a copy of this prospectus when acting as underwriters
and for their unsold allotments or subscriptions, if any.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration Fee - Securities and Exchange Commission $ 407.39
Legal Fees and Disbursements* 26,600.00
Accounting Fees and Disbursements* 7,500.00
Legal Fees and Expenses in Connection with Blue Sky Filings* 4,000.00
Miscellaneous* 400.00
----------
Total $38,907.39
==========
--------------
<FN>
* Estimated.
</FN>
PAGE 20
Item 15. Indemnification of Directors and Officers.
The only charter provision, bylaw, contract, arrangement or statute
under which any director, officer or controlling person of Registrant is
insured and indemnified in any manner as such is as follows:
(a) Registrant has the power under the Colorado Business
Corporation Act to indemnify any person who was or is a party or is
threatened to be made a party to any action, whether civil, criminal,
administrative or investigative, by reason of the fact that such person
is or was a director, officer, employee, fiduciary, or agent of
Registrant or was serving at its request in a similar capacity for
another entity, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
him in connection therewith if he acted in good faith and in a manner he
reasonably believed to be in the best interest of the corporation and,
with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. In case of an action brought
by or in the right of Registrant such persons are similarly entitled to
indemnification if they acted in good faith and in a manner reasonably
believed to be in the best interests of Registrant but no indemnification
shall be made if such person was adjudged to be liable for negligence or
misconduct in the performance of his duty to Registrant unless and to the
extent the court in which such action or suits was brought determines
upon application that despite the adjudication of liability, in view of
all circumstances of the case, such person is fairly and reasonably
entitled to indemnification. Such indemnification is not deemed
exclusive of any other rights to which those indemnified may be entitled
under the Articles of Incorporation, Bylaws, agreement, vote of
shareholders or disinterested directors, or otherwise.
(b) The Articles of Incorporation and Bylaws of Registrant
generally require indemnification of officers and directors to the
fullest extent allowed by law.
Item 16. Exhibits.
The following exhibits are filed as part of this Registration Statement
or incorporated in it by reference:
Exhibit
Number Description of Exhibit
------ --------
3.1 Restated and Amended Articles of Incorporation, dated January 4, 1991
(incorporated herein by reference from the exhibits to Amendment
No. 2 to Registrant's Form S-18 Registration Statement No. 33-37150-D
filed with the Securities and Exchange Commission on January 18, 1991).
3.2 Articles of Amendment dated April 5, 1991 to the Restated and Amended
Articles of Incorporation (incorporated herein by reference from the
exhibits to Registrant's Current Report on Form 8-K dated August 10, 1993
filed with the Securities and Exchange Commission).
PAGE 21
3.3 Articles of Amendment dated January 26, 1998 to Articles of Incorporation
-Preferences, Limitations and Relative Rights of Convertible Stock, Series
1998-B of Rentech, Inc. (incorporated herein by reference from Exhibit
No. 3.(I).2 to Registrant's Form 10-KSB filed with the SEC on January 13,
1999).
3.4 Articles of Amendment dated December 4, 1998 to Articles of Incorporation
-Designation, Preferences and Rights of Series 1998-C Participating
Cumulative Preference Stock of Rentech, Inc. pertaining to its Shareholder
Rights Plan (incorporated herein by reference from Exhibit No. 3.(I).4 to
Registrant's Form 10-KSB filed with the Securities and Exchange Commission
on January 13, 1999).
3.5 Bylaws dated January 19, 1999 (incorporated herein by reference from Exhibit
No. EX-3.(ii) to Registrant's Form 10-KSB filed with the Securities and
Exchange Commission on January 12, 2000).
4.1 Shareholder Rights Plan dated November 10, 1998 (incorporated herein by
reference from the exhibits to Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 19, 1998).
4.2 Form of convertible promissory note issued under the 2002 private placement of
convertible promissory notes.
4.3 Form of Stock Purchase Warrant issued under the 2002 private placement of
securities.
4.4 Form of Registration Rights Agreement issue under the 2002 private placement of
securities.
4.5 Form of Nonstatutory Stock Option Agreement.
5 Opinion of Brega & Winters, P.C.
23.1 Consent of Independent Certified Public Accountants.
23.2 Consent of Brega & Winters P.C. (included in Exhibit 5).
24 General Power of Attorney.
Item 17. Undertakings.
I. (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, represent a
fundamental change in the information set forth in the
Registration Statement;
PAGE 22
(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;
(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; and
(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
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 a 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 of
whether such indemnification by it is against public policy as expressed
in the Act and shall be governed by the final adjudication of such issue.
PAGE 23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets
all of the requirements for filing on Form S-3 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 March, 2002.
RENTECH, INC.
(signature)
By: ---------------------------------
Dennis L. Yakobson, 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
--------- ----- ----
(signature)
---------------------- President, Chief Executive March 26, 2002
Dennis L. Yakobson Officer and Director
(signature)
---------------------- Vice President, Chief March 26, 2002
Ronald C. Butz Operating Officer,
Secretary and Director
(signature)
---------------------- Director March 26, 2002
John P. Diesel
(signature)
---------------------- Vice President - Finance, March 26, 2002
James P. Samuels Chief Financial Officer
(signature)
---------------------- Director March 26, 2002
John J. Ball
(signature)
---------------------- Director March 26, 2002
Douglas L. Sheeran
(signature)
---------------------- Director March 26, 2002
Erich W. Tiepel
`
PAGE 24
EXHIBIT INDEX
Exhibit
Number Document
EX-3.1 Restated and Amended Articles of Incorporation, dated
January 4, 1991 (incorporated herein by reference from the exhibits to
Amendment No. 2 to Registrant's Form S-18 Registration Statement
No. 33-37150-D filed with the Securities and Exchange Commission on
January 18, 1991).
EX-3.2 Articles of Amendment dated April 5, 1991 to the Restated and Amended
Articles of Incorporation (incorporated herein by reference from the
exhibits to Registrant's Current Report on Form 8-K dated August 10,
1993 filed with the Securities and Exchange Commission).
EX-3.3 Articles of Amendment dated January 26, 1998 to Articles of
Incorporation-Preferences, Limitations and Relative Rights of Convertible
Stock, Series 1998-B of Rentech, Inc. (incorporated herein by reference
from Exhibit No. 3.(I).2 to Registrant's Form 10-KSB filed with the SEC
on January 13, 1999).
EX-3.4 Articles of Amendment dated December 4, 1998 to Articles of Incorporation
-Designation, Preferences and Rights of Series 1998-C Participating
Cumulative Preference Stock of Rentech, Inc. pertaining to its Shareholder
Rights Plan (incorporated herein by reference from Exhibit No. 3.(I).4 to
Registrant's Form 10-KSB filed with the Securities and Exchange Commission
on January 13, 1999).
EX-3.5 Bylaws dated January 19, 1999 (incorporated herein by reference from
Exhibit No. EX-3.(ii) to Registrant's Form 10-KSB filed with the Securities
and Exchange Commission on January 12, 2000).
EX-4.1 Shareholder Rights Plan dated November 10, 1998 (incorporated herein by
reference from the exhibits to Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 19, 1998).
EX-4.2 Form of Convertible Promissory Note issued under the 2002 private
placement of convertible promissory notes.
EX-4.3 Form of Warrant issued under the 2002 private placement of
securities.
EX-4.4 Form of Registration Rights Agreement.
EX-4.5 Form of Nonstatutory Stock Option Agreement.
EX-5 Opinion of Brega & Winters, P.C.
EX-23.1 Consent of Independent Certified Public Accountants.
EX-23.2 Consent of Brega & Winters P.C. (included in Exhibit 5).
EX-24 General Power of Attorney.