As filed with the Securities and Exchange Commission on February 20, 2004
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 its charter)
Colorado 84-0957421
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1331 17th Street, Suite 720
Denver, Colorado 80202
(303) 298-8008
(Address, including zip code, and telephone number, including area code,
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, including zip code, and telephone number,
including area code, of agent for service)
With copy to:
Loren L. Mall
Brega & Winters P.C.
1700 Lincoln Street, Suite 1300
Denver, Colorado 80203-4522
Tel: (303) 866-9404
--------------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.
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. [ ]
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------
Title of Each 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 1,413,795 shares $0.87 $1,230,002 $99.51
Common Stock
Underlying
Warrants 481,668 shares $0.87 $ 419,051 $ 33.90
Total 1,895,463 shares $0.87 $1,649,053 $133.41
--------------------------------------------------------------------------
<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,
based on the closing price listed on AMEX on February 19, 2004, within
five days of the filing date.
</FN>
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
Subject to Completion, Dated February 20, 2004
P R O S P E C T U S
[Logo of Rentech, Inc.]
RENTECH, INC.
1,895,463 Shares
Common Stock
The shareholders of Rentech, Inc. identified in this prospectus
under the Selling Shareholders section are offering and selling up to
1,895,463 shares of Rentech's common stock. They own 1,413,795 of these
shares. They may acquire some or all of the remaining 481,668 shares
by exercising stock purchase warrants that we have issued separately to
the individuals and entities who are the selling shareholders. The
selling shareholders obtained their convertible promissory notes and
stock purchase warrants through private placements we made to them.
The selling shareholders may sell the shares of common stock
described in this prospectus in a number of different ways and at
varying prices. We provide more information about how they may sell
their shares in the section called Plan of Distribution on page 13.
Our shares are traded on The American Stock Exchange under the
symbol "RTK." On February 11, 2004, the closing sale price of shares
of our common stock was $0.96 per share.
------------------
Investing in our common stock involves risks that are described in
The "risk factors" beginning on page 3 of this prospectus.
------------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of our common stock or
passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
The date of this prospectus is , 2004
TABLE OF CONTENTS
Page
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . 10
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . 10
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . 13
Description of Common Stock and Preferred Stock . . . . . . . . . 14
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Where You Can Find More Information . . . . . . . . . . . . . . . 16
Incorporation of Certain Documents By Reference . . . . . . . . . 17
SUMMARY
This summary highlights information contained in, or incorporated by
reference into, this prospectus. It does not contain all of the
information that is necessary for you to understand this offering or the
terms of the convertible promissory notes and stock purchase warrants and
the shares of our common stock issuable upon conversion and exercise of
those securities. You should read carefully this entire prospectus and
the documents incorporated by reference herein, including our
consolidated financial statements and the related notes thereto.
As used in this prospectus, the terms "we," "us," "our," "Rentech"
and "the Company" mean Rentech, Inc., a Colorado corporation, and its
subsidiaries, collectively.
Rentech. Inc.
Rentech is an energy technology company engaged in the
gas-to-liquids "GTL" business. We have developed and own GTL technology
that we license to members of the energy industry. Our GTL technology
is useful for converting synthesis gases derived from carbon-bearing
materials, either natural gas or liquids or solids, into synthetic liquid
hydrocarbons. 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 oil.
We own interests in several subsidiaries. Okon Inc. manufactures and
sells water-based wood and concrete stains, sealers and concrete block
pluggers. These products are biodegradable and environmentally clean.
Petroleum Mud Logging provides well logging services to the oil and gas
industry. REN Corporation, which is 56% owned by us, develops and sells
computer-controlled industrial automation systems, on a custom order
basis, to manufacturers for their use in producing their products.
We are a Colorado corporation. Our principal executive offices are
located at 1331 17th Street, Suite 720, Denver, Colorado 80202. Our
telephone number is (303) 298-8008. The Internet address of our website
is www.rentechinc.com. Information on our website does not constitute
part of this prospectus.
The Offering
Securities 1,895,463 shares of common stock offered by the
Offered: selling shareholders identified in this
prospectus. The selling shareholders have
acquired or may acquire these shares from us by
exercising stock purchase warrants that they
acquired from us in private placements.
Proceeds of Offering: We will not receive any proceeds from sales of
the common stock by the selling shareholders.
Trading Market: Our common stock is listed on The American Stock
Exchange under the symbol "RTK"." As of
February 11, 2004, the closing price of the
common stock was $0.96 per share. We anticipate
that the selling shareholders will offer the
shares covered by this prospectus in that market
at the prices prevailing when the shares are
offered for sale.
Shares Outstanding: As of February 12, 2004, 86,114,113 shares of
our common stock were issued and outstanding.
Method of Sale: The selling shareholders may offer their shares
through public or private transactions, on or off
The American Stock Exchange, at prevailing market
prices or at privately negotiated prices. They
may make sales directly to purchasers or to or
through brokers, agents, dealers or underwriters.
The selling shareholders or their permitted
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 bear all
commissions and other compensation paid to
brokers in connection with the sale of their
shares. See the following section called Plan of
Distribution.
RISK FACTORS
An investment in the securities offered by this prospectus involves
a high degree of risk. You should carefully consider the following
factors and other information included or incorporated by reference in
this prospectus before deciding to purchase shares in the offering.
These risks and uncertainties are not the only ones we face. Others that
we do not know about now, or that we do not now think are important, may
impair our business or the trading price of our shares.
Lack of Profitable Operations and 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, 2003, we have
incurred losses in the amount of $42,356,689. For the three months ended
December 31, 2003, we recognized a net loss of $1,917,643 applicable to
common stock shareholders. 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 commercialization of the Rentech GTL
Technology through license fees, royalties and design engineering
contracts. Our ability to do so has not been demonstrated.
Working Capital. Our working capital is primarily used for operations,
investing activities and payments on long-term debt. At December 31,
2003, we had negative working capital of $1,491,882. This compared to
negative working capital of $1,571,738 at September 30, 2003. If we are
not able to maintain or 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. If we are unable to
obtain additional debt or equity financing, our current available cash,
revenues from operations, and the potential sale of assets will not
enable us to meet our expected cash operating requirements through the
end of the fiscal year on September 30, 2004.
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. We have expended and will
continue to expend substantial funds to research and develop our
technologies, especially the Rentech GTL Technology. We intend to seek
additional debt and equity financing in the capital markets. There can
be no assurance that additional financing, when required, will be
available or available on terms acceptable to us. If we cannot obtain
sufficient funds, we may be required to delay or to eliminate
expenditures for some of our business activities or to sell some of our
assets. 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.
Lack of Authorized Shares of Common Stock. To continue our historic
method of financing our expenses without a profit from operations, we
have privately placed shares of our common stock or securities
convertible into our common stock. This method of financing may no
longer be available to us because essentially all of the shares of
common stock we are authorized to issue have been issued or are subject
to being issued upon conversion of our stock purchase options, stock
purchase warrants or convertible promissory notes. If our shareholders
do not approve our proposal to increase the authorized shares from
100,000,000 to 150,000,000 at the 2004 annual meeting of shareholders,
this type of equity financing will not be available to us.
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; availability and adequacy of roads, utilities, worker housing
and other infrastructure, that may be 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 qualities, 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.
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 depends
upon obtaining financing through joint ventures or use of the technology
by licensees with adequate financing. 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 gas process 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; and marketing the products. 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. These
companies, the Department of Energy, or others, may develop technologies
that are more commercially successful or better accepted in the industry
than our technology, which could render it obsolete.
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 GTL 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.
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 or 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
gas 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.
Risk of Technological and Regulatory Change. The markets for our
services and products are characterized by rapidly changing competition,
new legislation and regulations, and evolving industry standards. If
our competitors introduce new technology, if new legislation or
regulations are adopted, or if new industry standards emerge, our
technologies and products could become obsolete and unmarketable. If we
do not anticipate these changes and successfully develop and introduce
improvements on a timely basis, we could lose some or all of our
customers. That would eliminate or reduce our revenues from the
technology that is affected.
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
patents provide us exclusive rights to exploit our gas-to-liquids
process, but the technology could be infringed by others. Our trade
secrets for the formulas for our Okon sealers and for our computer
software programs used for our GTL process, our oil and gas well field
services, and our automated industrial test equipment, could become
public. If a trade secret is acquired by a competitor, our competitive
position in that line of business would be harmed and our revenues could
be substantially reduced.
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. These variations 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 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. If so, investors in our common stock who
purchased at higher prices would be unable to sell their stock except at
a loss.
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.
NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS
Statements made in this prospectus and the information incorporated
by reference into this prospectus that are not historical factual
statements are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. We intend these
forward looking statements to be covered by the safe harbor provisions
for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 and are including this section for
purposes of complying with those safe harbor provisions. The
forward-looking statements include, among other things, statements
regarding the intent, belief or expectations or Rentech and its
officers. They can be identified by the use of terminology such as
"may," "will," "expect," "believe," "intend," "plan," "estimate,"
"anticipate," "should" and other comparable terms, or the negative of
them. In addition, we, through our senior management, from time to time
make forward-looking oral and written public statements concerning our
expected future operations and other developments. You are cautioned
that, while forward-looking statements reflect our good faith belief and
best judgment based upon current information, they are not guarantees of
future performance and are subject to known and unknown risks and
uncertainties. These risks and uncertainties could cause actual results
to differ materially from expectations. Any forward-looking statements,
whether made in this prospectus or elsewhere, should be considered in
context with the risk factors discussed or incorporated by reference in
this prospectus and the various disclosures made by us about our
businesses in our various public reports incorporated herein by
reference. Some of the important factors and events that could cause
our actual results, performance or financial condition to differ
materially from our expectations include those discussed in the previous
section called "Risk Factors."
USE OF PROCEEDS
We will not receive any proceeds from sale of the common stock by
the selling shareholders. We may receive cash consideration in
connection with exercise of the warrants for cash. If all the warrants
are fully exercised for cash, we would receive proceeds, before expenses,
of $514,481. When and if we receive these proceeds, we will use them
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 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.
Those selling shareholders who may sell shares of common stock that
they acquire through exercising our convertible promissory notes and
stock purchase warrants obtained the notes and warrants from us in
private transactions. The notes and warrants were issued by Rentech 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). All of the
notes and warrants were "restricted securities" under the Securities Act
of 1933 prior to this registration. The selling shareholders have
represented to us that they purchased the shares for their own account
for investment only and not with a view toward selling or distributing
them, except pursuant to sales registered under the Securities Act of
1933 or sales exempt from such registration.
Griffin, Mills & Long, First Union Securities, Inc. and Roth Capital
Partners LLC are broker-dealers. Each of the selling shareholders
acquired these securities from us under their representations that they
were purchasing the securities in the ordinary course of business, and
at the time of their purchases of the securities, they had no agreements
or understandings, directly or indirectly, with any person to distribute
the securities.
Information concerning the shareholders may change from time to
time and any changed information will be set forth in supplements to
this prospectus, if and when necessary. In addition, the number of
shares of common stock issuable upon conversion of the notes and exercise
of the warrants is subject to adjustment under certain circumstances.
Accordingly, the aggregate amount of notes and the number of shares of
common stock into which the notes are convertible and into which the
warrants are exercisable may increase or decrease.
The following table provides information about the shares of common
stock beneficially owned by the selling shareholders, and the shares they
may offer for resale under this prospectus. This data is based on
information provided by or on behalf of the selling shareholders. They
may offer some, all or none of the shares they own or may acquire by
conversion of the indebtedness represented by the convertible promissory
notes or exercise of their warrants.
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
- ----------------- ------ -------- ---------- ------ -------- -----
655093 Alberta Ltd. --- 55,556 55,556 --- --- *
Azure Energy Fund Inc. 75,000 75,000 150,000(1) --- --- *
Robert Ball Profit
Sh. Plan --- 22,222 22,222 --- --- *
Gerald Barrick --- 22,222 22,222 --- --- *
John Bishop --- 24,666 24,666(2) --- --- *
David & Mary Brown --- 22,222 22,222 --- --- *
Charles C. Bruner --- 3,300 3,300(2) --- --- *
Doug Connolly --- 44,444 44,444 --- --- *
Calvin D. Cox --- 33,333 33,333 --- --- *
Dragon Masters LLC 13,000 13,000 13,000(2) --- --- *
DSN Enterprises Ltd. --- 480,000 180,000(3) --- 300,000 *
First Union
Securities, Inc. --- 2,636 2,636(2) --- --- *
James Flanders --- 44,444 44,444 --- --- *
Griffin, Mills & Long --- 87,500 93,500(4) 87,500 --- *
Paul Grimmer 25,000 --- 25,000 --- --- *
Douglas J. Hibbard --- 14,366 14,366(2) --- --- *
Stephen Leider --- 22,222 22,222 --- --- *
Howard Mayer --- 100,000 100,000 --- --- *
Jill Mills --- 111,111 111,111 --- --- *
MLFP & SP Custodian
Satish P. Parekh RRA --- 55,556 55,556 --- --- *
J. Henry Morgan --- 2,000 2,000(2) --- --- *
Mark Morrill --- 55,556 55,556 --- --- *
Eugene L. Neidiger --- 3,500 3,500(2) --- --- *
Linda Nye --- 100,000 100,000 --- --- *
Satish B. Parekh
Living Trust
dated 2/3/94 1,550,000 124,445 124,445 --- 1,550,000 1.8%
Robert L. Parrish --- 2,000 2,000(2) --- --- *
Anthony B. Petrelli --- 3,200 3,200(2) --- --- *
Simon Reeves --- 22,222 22,222 --- --- *
Roth Capital Partners
LLC 25,000 --- 25,000 --- --- *
Scotia Capital Inc. 64,500 64,500 129,000(1) --- --- *
Search4.com --- 33,333 33,333 --- --- *
Frederick Shumann --- 55,556 55,556 --- --- *
W. Earl Somerville --- 104,183 104,183 --- --- *
John Starratt --- 55,556 55,556 --- --- *
Tommy Stern --- 11,111 11,111 --- --- *
Leonard J. Stock --- 22,222 22,222 --- --- *
Charles Stover, Jr. --- 22,222 22,222 --- --- *
Neil Sullivan --- 67,222 42,222 --- --- *
John R. Stacy --- 22,222 22,222 --- --- *
James Thomas --- 11,111 11,111 --- --- *
--- _________
Total: 1,895,463
<FN>
*Represents beneficial ownership of less than 1% of the outstanding shares of common
stock.
(1) The Selling shareholder owns one-half of these shares. The other one-half may
be acquired by exercising stock purchase warrants expiring December 31, 2004.
The exercise price is $1.08 per share.
(2) Shares that may be acquired by exercising stock purchase warrants expiring
October 12, 2004. The exercise price is $0.66 per share.
(3) Shares that may be acquired by exercising stock purchase warrants that expire
February 24, 2005. The exercise price is $1.25 per Share.
(4) Shares that may be acquired by exercising a stock purchase warrant expiring
November 25, 2006. The exercise price is $1.00 per share.
</FN>
To the knowledge of Rentech, none of the selling shareholders nor
any of their affiliates, officers, directors or principal equity holders
have held any office, position or other material relationship with
Rentech within the past three years; except that the holders of the
stock purchase warrants listed in the previous table have served, and
may continue to serve, as financial consultants to Rentech or as
placement agents for Rentech's private placement of its securities.
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.
The number of shares of common stock issuable upon conversion of the
convertible promissory notes is subject to adjustment under some
circumstances. Accordingly, the aggregate principal amounts of the notes
and the number of shares of common stock into which the notes are
convertible may increase or decrease.
PLAN OF DISTRIBUTION
The sale of the shares offered by this prospectus may be made on the
American Stock Exchange or over-the-counter markets at prices and at
terms then prevailing or at prices related to the then-current market
price or in negotiated transactions. These shares may be sold by one or
more of the following methods:
- - A block trade in which the broker or dealer will attempt to sell
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction.
- - Purchases by a broker or dealer as principal and resale by a broker or
dealer for its account using this prospectus.
- - Ordinary brokerage transactions or transactions in which the broker
solicits purchasers.
- - In privately negotiated transactions not involving a broker or dealer.
- - In open market transactions in reliance upon Rule 144 or Rule 144A
under the Securities Act of 1933, provided the selling shareholder's
transaction meets the criteria and conforms to the requirements of that
rule.
- - In any method permitted by applicable law.
Each sale may be made either at market prices prevailing at the time
of the sale, at negotiated prices, at fixed prices that may be changed,
or at prices related to prevailing market prices.
In effecting sales, brokers or dealers engaged to sell the shares
may arrange for other brokers or dealers to participate. Brokers or
dealers engaged to sell the shares will receive compensation in the form
of commissions or discounts in amounts to be negotiated immediately prior
to each sale. These brokers or dealers and any other participating
brokers or dealers may be deemed to be underwriters within the meaning
of the Securities Act of 1933 in connection with these sales. We will
receive no proceeds from any resales of the shares offered by this
prospectus, and we anticipate that the brokers or dealers, if any,
participating in the sales of the shares will receive the usual and
customary selling commissions.
In connection with distribution of the shares or otherwise, the
selling shareholders may enter into hedging transactions with
broker-dealers. In connection with such transactions, broker-dealers may
engage in short sales of the shares registered hereunder in the course
of hedging the positions they assume with the selling shareholders. The
selling shareholders may also sell shares short and deliver the shares
to close out such short positions. The selling shareholders may also
enter into option, swaps, derivatives or other transactions with
broker-dealers that require the delivery to the broker-dealer of the
shares covered by this prospectus, which the broker-dealer may resell
pursuant to this prospectus. The selling shareholders may also pledge
the shares registered hereunder to a broker or dealer or lender and upon
a default, the broker, dealer or lender may effect sales of the pledged
shares through use of this prospectus.
From time to time the selling shareholders may be engaged in short
sales, short sales against the box, puts and calls and other hedging
transactions in our securities, and may sell and deliver the shares
covered by this prospectus in connection with those transactions or in
settlement of securities loans. These transactions may be entered into
with broker-dealers or other financial institutions. In addition, from
time to time, a selling shareholder may pledge its shares pursuant to the
margin provisions of its customer agreements with its broker-dealer.
Upon delivery of the shares or a default by a selling shareholder, the
broker-dealer or financial lender may offer and sell the pledged shares
from time to time.
To comply with the securities laws of some states, if applicable,
the shares will be sold in those states only through brokers or dealers.
In addition, in some states, the shares may not be sold in those states
unless they have been registered or qualified for sale in those states or
an exemption from registration or qualification is available and is
satisfied.
Under applicable rules and regulations under Regulation M under the
Securities Exchange Act of 1934, any person engaged in the distribution
of the common stock generally may not simultaneously engage in market
making activities with respect to the common stock for a specified
period set forth in Regulation M prior to the commencement of the
distribution and until its completion. In addition, the selling
shareholders will be subject to the applicable provisions of the
Securities Act of 1933 and Securities Exchange Act of 1934 and the rules
and regulations thereunder, which may limit the timing of purchases and
sales of shares of the common stock by the selling shareholders. These
limitations may affect the marketability of the common stock.
The selling shareholders will pay any applicable underwriting
commissions and expenses, brokerage fees and transfer taxes. We will
bear the expenses of registration. We have agreed to indemnify and hold
harmless the selling shareholders from certain liabilities under the
Securities Act of 1933. The selling shareholders also have agreed to
indemnify us against certain liabilities in connection with the
registration and the offering and sale of the shares.
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
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, options and warrants to purchase additional shares of
common stock. 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 Rentech; (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 Rentech; and (iv)
approval by the holders of two-thirds of the voting power of the
outstanding capital stock of Rentech is required for certain business
combinations of Rentech 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 Rentech'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
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. 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.
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 on Form 10-K in
this prospectus have been audited by Ehrhardt Keefe Steiner & Hottman
P.C., 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.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document we
file with the SEC at the SEC's public reference room located at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's public
reference rooms located at its regional offices in New York, New York
and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of its public reference rooms. You
can also obtain copies of these materials from the SEC's Internet web
site located at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference the information we
file with it, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is considered to be a part of this prospectus, and information
that we file later with the SEC will automatically update and supersede
this information. We incorporate by reference the documents listed
below and any future filings we make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934.
- - Annual Report on Form 10-K for the fiscal year ended September 30,
2003;
- - Current Report on Form 8-K filed December 12, 2003;
- - Current Report on Form 8-K filed December 29, 2003;
- - Current Report on Form 8-K filed January 6, 2004;
- - Current Report on Form 8-K filed January 29, 2004;
- - Current Report on Form 8-K filed February 18, 2004;
- - Current Report on Form 8-K filed February 19, 2004;
- - Quarterly Report on Form 10-Q filed February 13, 2004;
- - Proxy Statement on Schedule 14A dated January 23, 2004.
- - The description of capital stock contained in our Form 8-A dated April
4, 2000 and filed with the SEC under Section 12(b) of the Securities
Exchange Act of 1934, including any amendments or reports filed for
the purpose of updating the description.
- - The description of preferred stock purchase rights contained in our
Form 8-A dated November 18, 1998 and filed with the SEC under Section
12(g) of the Securities Exchange Act of 1934, including any amendments
or reports filed for the purpose of updating the description.
In addition, all documents subsequently filed by Rentech pursuant to
Sections 13(a), 13c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering shall be deemed to be incorporated by
reference herein from their respective dates of filing.
You may request a copy of these filings, at no cost, by writing,
telephoning or sending an electronic message to us at the following
addresses:
Investor Relations
Rentech, Inc.
1331 17th Street, Suite 720
Denver, CO 80202
(303) 298-8008
http://www.rentechinc.com
We have not authorized anyone to provide you with information
different from that contained or incorporated by reference in this
prospectus. The selling shareholders are offering to sell, and seeking
offers to buy, the shares of our common stock only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless
of the time of delivery of this prospectus or of any sale of shares of
our common stock.
RENTECH, INC.
[logo of Rentech, Inc.]
1,895,463 Shares
Common Stock
P R O S P E C T U S
_______________, 2003
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration Fee - Securities and Exchange Commission $ 133.41
Legal Fees and Expenses* 5,000.00
Accounting Fees and Expenses* 3,500.00
Legal Fees and Expenses in Connection with Blue Sky Filings* 785.00
Miscellaneous Expenses* 250.00
----------
Total Expenses $ 9,668.41
==========
- --------------
<FN>
* Estimated.
</FN>
Item 15. Indemnification of Directors and Officers.
Section 7-108-402 of the Colorado Business Corporation Act provides,
generally, that the articles of incorporation of a Colorado corporation
may contain a provision eliminating or limiting the personal liability of
a director to the corporation or its shareholders for monetary damages
for breach of fiduciary duty as a director; except that any such
provision may not eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) acts
specified in Section 7-108-403 (concerning unlawful distributions), or
(iv) any transaction from which a director directly or indirectly
derived an improper personal benefit. The articles of incorporation may
not eliminate or limit the liability of a director for any act or
omission occurring prior to the date on which the provision becomes
effective. Rentech's articles of incorporation contain a provision
eliminating liability as permitted by the statute. Rentech's articles
of incorporation further provide that directors and officers will not be
held personally liable for any injury to persons or property caused by
the wrongful act of any employee of Rentech unless either (i) the
director or officer was personally involved in the situation leading to
the litigation or (ii) the director or officer committed a criminal
offense in connection with the litigation.
Section 7-109-103 of the Colorado Business Corporation Act provides
that a Colorado corporation must indemnify a person (i) who is or was a
director of the corporation or an individual who, while serving as a
director of the corporation, is or was serving at the corporation's
request as a director, officer, partner, trustee, employee or fiduciary
or agent of another corporation or other entity or of any employee
benefit plan (a "Director") or officer of the corporation and (ii) who
was wholly successful, on the merits or otherwise, in defense of any
threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative and whether formal or
informal (a "Proceeding"), in which the Director was a party, against
reasonable expenses incurred by him or her in connection with the
proceeding, unless such indemnity is limited by the corporation's
articles Of incorporation. Rentech's articles of incorporation do not
contain any such limitation.
Section 7-109-102 of the Colorado Business Corporation Act provides,
generally, that a Colorado corporation may indemnify a person made a
party to a Proceeding because the person is or was a Director, against
any obligation incurred with respect to a Proceeding, to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect
to an employee benefit plan) or reasonable expenses incurred in the
proceeding if the Director conducted himself or herself in good faith and
the Director reasonably believed, in the case of conduct in an official
capacity with the corporation, that the Director's conduct was in the
corporation's best interests and, in all other cases, the Director's
conduct was at least not opposed to the corporation's best interests and,
with respect to any criminal proceedings, the Director had no reasonable
cause to believe that his or her conduct was unlawful. Rentech's
articles of incorporation provide for such indemnification. A
corporation may not indemnify a Director in connection with any
proceeding by or in the right of the corporation in which the Director
was adjudged liable to the corporation or, in connection with any other
proceeding charging the Director derived an improper personal benefit,
whether or not involving actions in an official capacity, in which
proceeding the Director was judged liable on the basis that he derived
an improper personal benefit. Any indemnification permitted in
connection with a Proceeding by or in the right of the corporation is
limited to reasonable expenses incurred in connection with the
proceeding.
Under Section 7-109-107 of the Colorado Business Corporation Act,
unless otherwise provided in its articles of incorporation, a Colorado
corporation may indemnify an officer, employee, fiduciary, or agent of
the corporation to the same extent as a Director and may indemnify such
a person who is not a Director to a greater extent, if not inconsistent
with public policy and if provided for by its bylaws, general or specific
action of its board of directors or shareholders, or contract. Rentech's
articles of incorporation allow indemnification of its officers,
employees and agents to the same extent as its directors.
Section 7-109-104 of the Colorado Business Corporation Act
authorizes a Colorado corporation to pay expenses incurred in defending
a Proceeding in advance of the final disposition of the Proceeding if
the person undertakes in writing to repay the amount if it is a
ultimately determined that the person did not meet the statutory
standards of conduct.
Rentech has obtained a policy of directors' and officers liability
insurance that insures its directors and officers against the cost of
defense, settlement or payment of a judgment under certain circumstances.
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).
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/A filed with the
Securities and Exchange Commission on July 10, 2002).
4.2 Form of Stock Purchase Warrant issued in the 1999 private placement of
securities (incorporated by references to Exhibit 4.2 to Annual Report on
Form 10-KSB for the year ended September 30, 1999 filed on January 12,
2000).
4.3 Form of Convertible Promissory Note issued under the 2002 private placement
of convertible promissory notes (incorporated by reference from
Registration Statement on Form S-3/A, Amendment No. Two Registration
Statement No. 333-85682) filed on October 28, 2002).
4.4 Form of Stock Purchase Warrant issued under the 2002 private placement of
securities (incorporated by reference from Registration Statement on Form
S-3/A, Amendment No. Two (Registration Statement No. 333-85682) filed on
October 28, 2002).
4.5 Form of Registration Rights Agreement issue under the 2002 private
placement of securities (incorporated by reference from Registration
Statement on Form S-3/A, Amendment No. Two (Registration Statement No.
333-85682) filed on October 28, 2002).
4.6 Form of Nonstatutory Stock Option Agreement (incorporated by reference from
Registration Statement Amendment on Form S-3/A, No. Two Registration
Statement No. 333-85682) filed on October 28, 2002).
4.7 Form of Convertible Promissory Note issued under the 2003 private placement
of convertible promissory notes (incorporated by reference to Exhibit 4.7
to Quarterly Report on Form 10-Q for the quarter ended March 31, 2003).
4.8 Form of Stock Purchase Warrant issued under the 2003 private placement of
convertible promissory notes (incorporated by reference to Exhibit 4.8 to
Quarterly Report on Form 10-Q for the quarter ended March 31, 2003).
5 Opinion of Brega & Winters, P.C.
10.1 1990 Stock Option Plan (incorporated by reference from the exhibits to the
Company's Registration Statement No. 33-37150-D on Form S-18).
10.2 1994 Stock Option Plan (incorporated by reference from the exhibits to
Post-Effective Registration Amendment No. 5 to Registrant's Form S-18 on
Form SB-2 Registration Statement No. 33-37150-D).
10.3 1996 Stock Option Plan (incorporated by reference from the exhibits to
Registrant's Current Report on Form 8-K dated December 18, 1996).
10.4 1998 Stock Option Plan (incorporated by reference to the exhibits to
Registration Statement No. 333-95537 on Form S-8).
10.5 2001 Stock Option Plan (incorporated by reference to the exhibits to Annual
Report on Form 10-K/A Amendment One for the year ended September 30, 2002).
10.6 2003 Stock Option Plan (incorporated by reference to the exhibits to Annual
Report on Form 10K/A Amendment One for the year ended September 30, 2002).
10.7 License Agreement with Texaco Natural gas, Inc. dated October 8, 1998
(incorporated by reference to Exhibit 10.10 to Annual Report on Form 10-KSB
for the year ended September 30, 1998).
10.8 Technical Services Agreement dated June 14, 1999 between Rentech and Texaco
Energy Systems, Inc. (incorporated by reference from the exhibits to
Rentech's Annual Report on Form 10-K filed with the Securities and Exchange
Commission on December 28, 2001).
10.9 Letter of Intent with ITN Energy Systems, Inc. dated October 17, 1996
(incorporated by reference to the exhibits to Current Report on Form 8-K/A
dated November 7, 1996).
10.10 Services Contract with Wyoming Business Council dated January 30, 2001
(incorporated by reference from Registration Statement Amendment No. Two
(Registration Statement No. 333-85682)filed on October 28, 2002).
10.11 Letter Agreement with BC Projectos dated March 4, 1999 (incorporated by
reference from Registration Statement on Form S-3/A, Amendment No. Two
(Registration Statement No. 333-85682) filed on October 28, 2002).
10.12 Letter of Intent with Pertamina dated October 2, 2001 (incorporated by
reference from Registration Statement on Form S-3/A, Amendment No. Two
(Registration Statement No. 333-85682) filed on October 28, 2002).
10.13 Letter of Intent with Oroboros AB dated September 29, 1999
(incorporated by reference from Registration Statement on Form
S-3/A, Amendment No. Two (Registration Statement No. 333-85682) filed on
October 28, 2002).
10.14 Memorandum of Understanding with GTL Bolivia, S.A. dated June 22, 2001
(incorporated by reference from Registration Statement on Form
S-3/A, Amendment No. Two (Registration Statement No. 333-85682) filed on
October 28, 2002).
10.15 Memorandum of Understanding with Jacobs Engineering U.K. Limited dated July
15, 1999 (incorporated by reference from Registration Statement on Form
S-3/A, Amendment No. Two (Registration Statement No. 333-85682) filed on
October 28, 2002).
10.16 Memorandum of Understanding with Jacobs Engineering U.K. Limited dated
January 20, 2004 (incorporated by reference to Exhibit 10.1 to Form 8-K
Dated January 28, 2004).
10.17 Agreement with Petrie Parkman & Co. dated May 10, 2001 (incorporated by
reference from Registration Statement on Form S-3/A, Amendment No. Two
(Registration Statement No. 333-85682) filed on October 28, 2002).
10.18 Employment Contract with executive officer of subsidiary REN Corporation
(incorporated by reference from the exhibits to Rentech's Annual Report on
Form 10-K filed with the Securities and Exchange Commission on
December 28, 2001).
10.19 Employment Agreement with Charles B. Benham (incorporated by reference from
Registration Statement on Form S-3/A, Amendment No. Two (Registration
Statement No. 333-85682) filed on October 28, 2002).
10.20 Employment Agreement with Mark S. Bohn (incorporated by reference from
Registration Statement Amendment on Form S-3/A, No. Two (Registration
Statement No. 333-85682) filed on October 28, 2002).
10.21 Employment Agreement with Ronald S. Butz (incorporated by reference from
Registration Statement on Form S-3/A, Amendment No. Two (Registration
Statement No. 333-85682) filed on October 28, 2002).
10.22 Employment Agreement with Dennis L. Yakobson (incorporated by reference
from Registration Statement on Form S-3/A, Amendment No. Two (Registration
Statement No. 333-85682) filed on October 28, 2002).
23.1 Consent of Independent Certified Public Accountants.
23.2 Consent of Brega & Winters P.C. (included in Exhibit 5).
24 Powers of Attorney (included on the signature page to this
registration statement).
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; and
(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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
he 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.
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 14th day of February, 2004.
RENTECH, INC.
/s/ Dennis L. Yakobson
By: ---------------------------------
Dennis L. Yakobson, President
We, the undersigned officers and directors of Rentech Inc. hereby
severally constitute and appoint Dennis l. Yakobson and Ronald C. Butz
and each of them singly, our true and lawful attorneys with full power
to either of them, and to each of them singly, in any and all
capacities, to sign any amendments to this registration statement on
Form S-3 including pre-and post-effective amendments and any related
registration statements filed pursuant to Rule 462(b)), and to file the
same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys in-fact may do or cause to be
done by virtue hereof.
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
/s/ DENNIS L. YAKOBSON
- ---------------------- Chairman of the Board, February 14, 2004
Dennis L. Yakobson President and Chief
Executive Officer
(Principal Executive
Officer)
/s/ GEOFFREY S. FLAGG
- ---------------------- Chief Financial Officer, February 14, 2004
Geoffrey S. Flagg (Principal Financial
Officer)
/s/ RONALD C. BUTZ
- ---------------------- Vice President - Legal February 14, 2004
Ronald C. Butz Chief Operating Officer,
Secretary and Director
/s/ JOHN P. DIESEL
- ---------------------- Director February 14, 2004
John P. Diesel
/s/ JOHN J. BALL
- ---------------------- Director February 14, 2004
John J. Ball
/s/ DOUGLAS S. SHEERAN
- ---------------------- Director February 14, 2004
Douglas L. Sheeran
/s/ ERICH W. TIEPEL
- ---------------------- Director February 14, 2004
Erich W. Tiepel
EXHIBIT INDEX
Exhibit
Number Document
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).
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/A filed with
the Securities and Exchange Commission on July 10, 2002).
4.2 Form of Stock Purchase Warrant issued in the 1999 private placement of
securities (incorporated by reference to Exhibit 4.2 to Annual Report on
Form 10-KSB for the year ended September 30, 1999 filed on January 12, 2000).
4.3 Form of Convertible Promissory Note issued under the 2002 private
placement of convertible promissory notes (incorporated by reference
from Registration Statement on Form S-3/A, Amendment No. Two (Registration
Statement No. 333-85682) filed on October 28, 2002).
4.4 Form of Stock Purchase Warrant issued under the 2002 private placement of
securities (incorporated by reference from Registration Statement Amendment
No. Two (Registration Statement No. 333-85682) filed on October 28, 2002).
4.5 Form of Registration Rights Agreement (incorporated by reference from
Registration Statement on Form S-3/A, Amendment No. Two (Registration
Statement No. 333-85682) filed on October 28, 2002).
4.6 Form of Nonstatutory Stock Option Agreement (incorporated by
reference from Registration Statement on Form S-3/A, Amendment No. Two
(Registration Statement No. 333-85682) filed on October 28, 2002).
4.7 Form of Convertible Promissory Note issued under the 2003 private placement
of convertible promissory notes (incorporated by reference to Exhibit 4.7 to
Quarterly Report on Form 10-Q for the quarter ended March 31, 2003).
4.8 Form of Stock Purchase Warrant issued under the 2003 private placement of
convertible promissory notes (incorporated by reference to Exhibit 4.8 to
Quarterly Report on Form 10-Q for the quarter ended March 31, 2003).
5 Opinion of Brega & Winters, P.C.
10.1 1990 Stock Option Plan (incorporated by reference from the exhibits to
the Company's Registration Statement No. 33-37150-D on Form S-18).
10.2 1994 Stock Option Plan (incorporated by reference from the exhibits to
Post-Effective Registration Amendment No. 5 to Registrant's Form S-18
on Form SB-2 Registration Statement No. 33-37150-D).
10.3 1996 Stock Option Plan (incorporated by reference from the exhibits to
Registrant's Current Report on Form 8-K dated December 18, 1996).
10.4 1998 Stock Option Plan (incorporated by reference to the exhibits to
Registration Statement No. 333-95537 on Form S-8).
10.5 2001 Stock Option Plan (incorporated by reference to the exhibits to Annual
Report on Form 10-K/A Amendment One for the year ended September 30, 2002).
10.6 2003 Stock Option Plan (incorporated by reference to the exhibits to Annual
Report on Form 10K/A Amendment One for the year ended September 30, 2002).
10.7 License Agreement with Texaco Natural gas, Inc. dated October 8, 1998
(incorporated by reference to Exhibit 10.10 to Annual Report on Form 10-KSB
for the year ended September 30, 1998).
10.8 Technical Services Agreement dated June 14, 1999 between Rentech and
Texaco Energy Systems, Inc. (incorporated by reference from the
exhibits to Rentech's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on December 28, 2001).
10.9 Letter of Intent with ITN Energy Systems, Inc. dated October 17, 1996
(incorporated by reference to the exhibits to Current Report on For 8-K/A
dated November 7, 1996).
10.10 Services Contract with Wyoming Business Council dated January 29, 2001
(incorporated by reference from Registration Statement Amendment No.
Two (Registration Statement No. 333-85682) filed on October 28, 2002).
10.11 Letter Agreement with BC Projectos dated March 4, 1999
(incorporated by reference from Registration Statement on Form S-3/A,
Amendment No. Two (Registration Statement No. 333-85682) filed on October
28, 2002).
10.12 Joint Study Agreement with Pertamina dated October 2, 2001
(incorporated by reference from Registration Statement on Form S-3/A,
Amendment No. Two (Registration Statement No. 333-85682) filed on October 28,
2002).
10.13 Letter of Intent with Oroboros AB dated September 29, 1999
(incorporated by reference from Registration Statement on Form S-3/A,
Amendment No. Two (Registration Statement No. 333-85682) filed on October 28,
2002).
10.14 Memorandum of Understanding with GTL Bolivia, S.A. dated June 22, 2001
(incorporated by reference from Registration Statement on Form S-3/A,
Amendment No. Two (Registration Statement No. 333-85682) filed on October 28,
2002).
10.15 Memorandum of Understanding with Jacobs Engineering U.K. Limited dated
July 15, 1999 (incorporated by reference from Registration Statement
on Form S-3/A, Amendment No. Two (Registration Statement No. 333-85682)
filed on October 28, 2002).
10.16 Memorandum of Understanding with Jacobs Engineering U.K. Limited
dated January 20, 2004 (incorporated by reference to Exhibit 10.1
to Form 8-K dated January 28, 2004).
10.17 Agreement with Petrie Parkman & Co. dated May 10, 2001 (incorporated by
reference from Registration Statement on Form S-3/A, Amendment No. Two
(Registration Statement No. 333-85682) filed on October 28, 2002).
10.18 Employment Contract with executive officer of subsidiary REN
Corporation (incorporated by reference from the exhibits to Rentech's
Annual Report on Form 10-K filed with the Securities and Exchange
Commission on December 28, 2001).
10.19 Employment Agreement with Charles B. Benham (incorporated by reference
from Registration Statement on Form S-3/A, Amendment No. Two (Registration
Statement No. 333-85682) filed on October 28, 2002).
10.20 Employment Agreement with Mark S. Bohn (incorporated by reference from
Registration Statement on Form S-3/A, Amendment No. Two (Registration
Statement No. 333-85682) filed on October 28, 2002).
10.21 Employment Agreement with Ronald C. Butz (incorporated by reference
from Registration Statement on Form S-3/A, Amendment No. Two (Registration
Statement No. 333-85682) filed on October 28, 2002).
10.22 Employment Agreement with Dennis L. Yakobson (incorporated by
reference from Registration Statement on Form S-3/A, Amendment No. Two
(Registration Statement No. 333-85682) filed on October 28, 2002).
23.1 Consent of Independent Certified Public Accountants.
23.2 Consent of Brega & Winters P.C. (included in Exhibit 5).
24 Powers of Attorney (included on the signature page to this registration
statement).
Exhibit 5
Brega & Winters P.C. Attorneys at Law
Wells Fargo Center, 1700 Lincoln Street, Suite 1300
Denver, Colorado 80203
February 14, 2004
Rentech, Inc.
1331 17th Street, Suite 720
Denver, CO 80202
Re: Registration Statement on Form S-3
Gentlemen:
This firm has represented Rentech, Inc., a Colorado corporation
(the Company), in connection with the proposed offering by selling
shareholders of up to 1,895,463 shares of its common stock, $.01
par value, including shares of common stock underlying its convertible
promissory notes and warrants to purchase common stock, pursuant to a
registration statement on Form S-3. The shares are being offered and
sold from time to time by the selling shareholders named in the
prospectus forming part of this registration statement, in the manner
described in the prospectus. In connection with such representation, we
have reviewed the Company's articles of incorporation, bylaws, minute
books and the applicable laws of the state of Colorado.
Our opinions set forth in this letter are subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other
similar laws of general applicability relating to or affecting
creditors' rights and remedies and to general principles of equity
(whether considered in a proceeding in equity or at law).
Based on the foregoing, we are of the opinion that the shares of
common stock issued or to be issued upon exercise of the convertible
promissory notes and warrants to purchase common stock described in the
prospectus will be validly issued, fully paid and nonassessable.
We hereby consent to the reference to our firm under the caption
"Legal Opinions" in the registration statement on Form S-3 and the
related prospectus and to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the registration statement.
Very truly yours,
/s/ Brega & Winters P.C.
BREGA & WINTERS P.C.
Exhibit 23.1
Ehrhardt Keefe Steiner & Hottman P.C.
7979 E. Tufts Ave., Suite 400
Denver, Colorado 80237-2843
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Stockholders and Board of Directors
Rentech, Inc.
Denver, Colorado
We consent to the incorporation by reference in the prospectus
constituting a part of this registration statement on Form S-3
of our report dated December 17, 2003, relating to the consolidated
financial statements of Rentech, Inc. appearing in the Annual Report on
Form 10-K of Rentech, Inc. for the year ended September 30, 2003.
We also consent to the reference to us under the caption "Experts"
in the prospectus which is part of this registration statement.
/s/ Ehrhardt Keefe Steiner & Hottman P.C.
Denver, Colorado
February 14, 2004
18