SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 4, 1996.
RENTECH, INC.
(Exact name of registrant as specified in charter)
Colorado 0-19260 84-0957421
(State or other jurisdiction Commission I.R.S. Employer
of incorporation or File No. Identification No.
organization)
1331 17th Street, Suite 720, Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 298-8008
Item 5. Other Events
Rentech, Inc. (the Company) has completed a private placement of its
10% promissory notes that are convertible into shares of its common stock.
The Company received net proceeds of $723,000 after fees and expenses of
the offering.
The notes bear interest at 10% per annum, and all principal and
interest is due two years from August 1, 1996. During that time, holders
may convert the outstanding balances of this note, including accrued
interest, into restricted common stock of the Company at $.20 per share.
Note holders who convert their notes into common stock are entitled, upon
conversion, to a stock purchase warrant for purchase of the same number of
shares of common stock that they received upon conversion. Shares subject
to a stock purchase warrant may be purchased for one year from the date of
conversion of the note at a purchase price of $.25 per share.
The Company is obligated to use its best efforts, one time only, to
cause all shares of its common stock acquired upon conversion of the notes
to be registered under the Securities Act of 1933, as amended, provided a
majority of holders of the common stock issued upon conversion so request
in writing within 20 days following the Company's notice of intent to file
a registration statement. The Company expects to file such a registration
statement in the near future. The Company expects that the net proceeds
of the private placement will enable it to continue operations through the
first quarter of 1997, at which time, if the Company is unsuccessful in
its efforts to create revenue necessary to provide for ongoing expenses
and to broaden its business base, the Company expects to suspend the
expense side of its operations to assure its Nasdaq listing on the Small
Cap Market and company liquidity. In such event, the Company will
function on a reduced basis until licensing fees and design contract
payments expected in 1997 and thereafter are collected from the gas
conversion licensee and the Company is able to acquire or merge its entity
with another public organization.
If all the notes are converted, the Company would issue 3,935,000
shares of common stock and discharge principal indebtedness on the notes
of $773,270. If all the stock purchase warrants are exercised, which the
Company does not expect, the Company would receive approximately
$1,200,000 and issue an additional 3,935,000 shares of common stock.
There are no assurances that the notes will be converted or that stock
purchase warrants issued upon any conversion will be exercised.
The Company has also discharged its deferred officer salaries and past
due accounts payable through a combination of cash payments and private
placements of its common stock to its officers, directors, and other
accredited suppliers. The common stock was acquired on the same basis,
price and terms as for the convertible promissory notes, including stock
purchase warrants. The Company will issue 1,174,822 shares of common
stock for discharge of the indebtedness. The related stock purchase
warrants are for purchase of 1,000,574 shares of common stock.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
RENTECH, INC.
Date: September 5, 1996 By: (signature)
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Dennis L. Yakobson, President
