As filed with the Securities and Exchange Commission on February 3, 1997
Registration No. 333-11567
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. TWO TO
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, including zip code and telephone number, including area code,
of Registrant's principal executive offices and intended principal place
of business)
Dennis L. Yakobson, President, 1331 17th St. Suite 720, Denver, Colorado
80202 (303) 298-8008
(Name, address and telephone number of agent for service)
Copy to: Loren L. Mall, Esq., Brega & Winters P.C.
1700 Lincoln Street, Suite 2222
Denver, Colorado 80203
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date hereof.
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.
/X/ Registration No. 333-11567
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. / /
<PAGE>
PAGE 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Shares Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1) Offering Price Aggregate Offering Registration
per Unit(2) Price Fee
<S> <C> <C> <C> <C>
Common Stock 1,032,000 $2.31 $2,383,290 $822.04*
Common Stock 5,168,248 $0.36 $1,860,570 $641.58**
Common Stock Under- 4,743,000 $0.36 $1,707,480 $588.79**
lying Stock Purchase
Warrants
Common Stock 1,479,000 $0.36 $532,440 $161.35***
Total 11,390,248 $0.36 $4,100,490 $1,391.72
<FN>
* Registration fee paid in connection with Registration Statement No. 33-84232.
** Registration fee paid in connection with Post-Effective Amendment No. One to Registration Statement No. 333-11567.
*** Registration fee paid in connection with Post-Effective Amendment No. Two to Registration Statement No. 333-11567.
<F1> Subject to adjustment pursuant to the anti-dilution provisions as allowed by Rule 416.
<F2> Average of the closing bid and asked prices as quoted on NASDAQ on September 30, 1996 and January 24, 1997,
pursuant to Rule 457(c). Estimated solely for the purpose of calculating the registration fee pursuant to
Rule 457(c).
</FN>
</TABLE>
PURSUANT TO RULE 429, THIS REGISTRATION STATEMENT ALSO RELATES AND IS
DEEMED TO BE A POST-EFFECTIVE AMENDMENT WITH RESPECT TO REGISTRATION
STATEMENT NO. 33-84232 COVERING 1,032,000 SHARES OF COMMON STOCK AND THIS
POST-EFFECTIVE AMENDMENT ADDING 1,479,000 SHARES OF COMMON STOCK.
<PAGE>
<PAGE>
PAGE 3
P R O S P E C T U S
RENTECH, INC.
11,390,248 Shares Common Stock ($.01 par value)
THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK.
SEE RISK FACTORS BEGINNING AT PAGE 3.
This Prospectus relates to 11,390,248 shares of common stock, $.01
par value per share (the "Common Stock"), of RENTECH, INC. (the
"Company") sold by the Company in private placements in January 1997 and
earlier, including 4,743,000 shares of Common Stock issuable upon
exercise of stock purchase warrants issued by the Company to the
purchasers of Common Stock in private placements. The stock purchase
warrants are exercisable at $.25 per share and expire September 20, 1997
or one year after the date of issuance of the warrants. The latter date
may be as late as July 31, 1999. The Shares now held by the Selling
Shareholders and the shares of Common Stock that may be acquired by the
Selling Shareholders upon exercise of the stock purchase warrants are
collectively called the "Shares." The Selling Shareholders are
identified in this Prospectus under the heading "Selling Shareholders."
The Shares may be offered by Selling Shareholders from time to time:
(i) in transactions in the over-the-counter market, on the automated
inter-dealer system on which shares of Common Stock of the Company are
then listed, in negotiated transactions, or a combination of such methods
of sale, and (ii) at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, or at negotiated prices.
The Selling Shareholders may effect such transactions by selling the
Shares to or through securities broker-dealers. Such broker-dealers may
receive compensation in the form of discounts, concessions, or
commissions from the Selling Shareholders and/or the purchasers of the
Shares for whom such broker-dealers may act as agent or to whom they sell
as principal, or both (which compensation as to a particular broker-dealer
might be in excess of customary commissions). See "Selling
Shareholders" and "Plan of Distribution." Selling Shareholders may also
sell such shares 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.
None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by the Company. The Company has, however,
received the net purchase price paid for the Shares upon the purchase of
the Shares in a recent private placement, as described herein under "Use
of Proceeds." The Company intends to use the net proceeds it has
received from the recent private placement for operating expenses. See
"SUMMARY--Use of Proceeds." The Company will receive proceeds with
respect to and to the extent of exercise of the stock purchase warrants.
The Company has agreed to bear all expenses (other than underwriting
discounts, selling commissions and underwriter expense allowance, and
fees and expenses of counsel and other advisers to the Selling
Shareholders) in connection with the registration and sale of the Shares
being offered by the Selling Shareholders. The Company has agreed to
indemnify the Selling Shareholders against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the "Securities
Act").
The Common Stock of the Company is listed and traded on NASDAQ on
the Small Cap Market under the symbol "RNTK." On January 27, 1997, the
last reported sale price of the Common Stock was $.34 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is February 3, 1997<PAGE>
<PAGE>
PAGE 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith, files reports and other information with the Securities and
Exchange Commission (the "Commission"). Proxy statements, reports and
other information concerning the Company can be inspected and copied at
Room 1024 of the Commission's office at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and the Commission's Regional Offices in Denver
(Suite 4800, 1801 California Street, Denver, Colorado 80202), New York
(Room 1228, 75 Park Place, New York, New York 10007), and Chicago (Suite
1400, Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60621-2511), and copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. This Prospectus does not
contain all information set forth in the Registration Statement of which
this Prospectus forms a part and exhibits thereto which the Company has
filed with the Commission under the Securities Act and to which reference
is hereby made.
DOCUMENTS INCORPORATED BY REFERENCE
The Company will provide, without charge, to each person to whom a
copy of this Prospectus is delivered, including any beneficial owner,
upon the written or oral request of such person, a copy of any or all of
the documents incorporated by reference herein (other than exhibits to
such documents, unless such exhibits are specifically incorporated by
reference into the information that the Prospectus incorporates).
Requests should be directed to:
Rentech, Inc.
1331 17th Street, Suite 720
Denver, Colorado 80202
Telephone number: (303) 298-8008
Attention: James P. Samuels, Chief Financial Officer
The following documents filed with the Commission by the Company
(File Number 0-19260) are hereby incorporated by reference into this
Prospectus:
1. The Company's Transition Report on Form 10-KSB for the 9-month period
ended September 30, 1996;
2. The Company's Current Report on Form 8-K dated January 30, 1997.
All documents filed with the Commission by the Company pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the offering
registered hereby shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
<PAGE>
PAGE 5
SUMMARY
The Company
Rentech, Inc. ("Rentech" or the "Company") was organized as a
Colorado corporation in 1981 to develop and exploit processes for the
conversion of low-value carbon-bearing solids and gases into valuable
liquid hydrocarbons including premium diesel fuel, naphthas and waxes.
The technical feasibility, that is, ability of the Company's conversion
process to convert carbon-burning gases into valuable liquid
hydrocarbons"Rentech Process Technology " or the "Technology"), was
established in the Company's first pilot plant and again in its second
pilot plant operated during 1989.
The Rentech Technology uses as feedstock natural gas from gas wells
that are not producing or that flare gas, or synthesis gas, a mixture of
hydrogen and carbon monoxide gases, produced by gasification of coal.
These sources of fuel are in abundant supply worldwide. The Technology
can provide a means of utilizing gas resources that are currently
unmarketable due to their remote locations or because of the presence of
diluents such as carbon dioxide or nitrogen. Other sources of feedstock
include methane, a gas collected from coal beds, as well as industrial
off gases.
The diesel fuel produced to date by using the Technology has been
tested to have a sulphur content below detectable limits and to have
improved combustion characteristics when compared to commercial No. 2
diesel fuel. Therefore, it is less polluting than presently available
diesel fuel, and, unlike alternative fuels such as methanol or compressed
natural gas, does not require any engine or vehicle modifications for
use. Based upon prices of crude oil at about $18 per barrel, and
commercial No. 2 diesel fuel at approximately $.50 per gallon, management
believes the diesel fuel can be produced and sold at competitive prices
and, particularly in view of the requirements of the federal Clean Air
Act, may be saleable at premium prices. The Technology has the potential
of reducing, in this and other countries, dependency upon imports of
crude oil and petroleum products.
The Company's business is licensing the Rentech Technology,
including sale of its proprietary catalyst, in exchange for license fees
and ongoing royalties on the production of liquid hydrocarbons from
conversion plants that use the Technology and are constructed and owned
by licensees. Rentech has licensed its Technology for use in India for a
plant now under final design for construction by its Indian licensee at
Arunachal Pradesh, India. That plant will be the first commercial plant
to use the Company's Technology. Rentech is providing its Indian
licensee engineering design and technical services under contract, and
will provide such services to subsequent licensees for their use in
constructing their plants, together with engineering services and startup
operational support services on a fee basis for licensed plants. In
addition, Rentech may reserve the right to contract for the engineering
and supply the synthesis gas conversion reactor modules that are
essential to use of its Technology in conversion plants.
<PAGE>
PAGE 6
At present the gas conversion Technology is not generating
sufficient cash flow to sustain the operations of the Company. As
previously announced by management, the Company has been exploring other
business opportunities, with a goal of diversifying into other businesses
and generating cash flow. The Company has obtained capital for near term
operations by making a private placement offering in August 1996 and
January 1997 that provided net proceeds of approximately $796,950. The
Company expects that it will be able 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 all ongoing
expenses and broaden its business base, the Company expects to suspend
the expense side of its operations to assure its Nasdaq listing 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. See "RISK FACTORS."
The Company intends to continue its business of licensing its
Technology, including attempts to enter into arrangements for a second
plant in India that is now under discussion. At the same time, the
Company expects to acquire other technologies or assets in other fields
of business. Acquisitions are sought both to increase the Company's
total assets in order to maintain the Company's qualifications to remain
listed on the Nasdaq Small Cap Market and to increase the Company's
revenues. The Company expects that it might be able to obtain other
technologies or assets through the issuance of shares of its Common Stock
or whose owners might be able to offset their taxable earnings against
the Company's net operating loss carryforward of approximately $8,500,000
as of December 31, 1995. There are no agreements with any such
companies, and there can be no assurances that any such undertakings will
be concluded. See "RISK FACTOR NO. 3."
The executive offices of the Company are located at 1331 17th
Street, Suite 720, Denver, Colorado 80202, telephone (303) 298-8008, fax
(303) 298-8010.
Use of Proceeds
The 5,168,248 Shares and 4,743,000 Shares of Common Stock issuable
upon conversion of the stock purchase warrants, respectively, are being
offered for the account of Selling Shareholders. The Company will not
receive any proceeds from their sale of their Shares, but it will receive
approximately $1,185,000 if all of the stock purchase warrants are
exercised, of which there is no assurance. The Company intends to use
any net proceeds from the exercise of the warrants for working capital
and general corporate purposes.
RISK FACTORS
The securities offered hereby involve a high degree of risk.
Prospective investors, prior to making an investment, should carefully
consider the following risks and speculative factors inherent in and
affecting the business of the Company and an investment in the Shares.
In accordance with the provisions of the Private Securities Litigation
Reform Act of 1995, the cautionary statements set forth below identify
important factors that could cause actual results to differ materially
from those in the forward-looking statements contained in this
prospectus.
<PAGE>
PAGE 7
1. Lack of Profitable Operations. From inception on December 18,
1981, through June 30, 1996, the Company sustained losses aggregating
$7,576,605, including a loss of $1,450,049 for the 1994 fiscal year, a
loss of $2,452,823 for the 1995 fiscal year, and a loss of $267,359 for
the first half of 1996. As of June 30, 1996 and December 31, 1995, the
Company had a working capital deficit of $391,443 and $388,159. A
substantial portion of the losses is attributable to research and
development expenses incurred by the Company in connection with
development of the Technology through 1989. The suspension of the
Company's engineering design contract for the Henan Project in China and
the resulting liquidation of the Company's Future Fuels Pty Ltd.
subsidiary resulted in a loss of the investment in Future Fuels recorded
at approximately $501,000 for the 1995 fiscal year. At December 31, 1992
the Company had working capital of $2,344,607. During 1993 the Company
applied that working capital and approximately $1.5 million raised in
equity financing during the fourth quarter of 1993 to cover the costs
previously incurred in retrofitting its Synhytech plant and demonstrating
use of its Technology under commercial operating conditions in the plant
in order to induce potential licensees to build plants using the
Company's Technology. There are no assurances that licensees will
complete construction of plants to use the Technology, and no assurances
that such completed plants, if any, will be operated profitably by the
licensees. Because the Company's future income depends upon revenues
associated with successful plants or its acquisition of other profitable
business or assets, none of which is assured, there are no assurances
that the Company will be profitable in the future, or that it will be
able to continue in operation as a going concern. The report of the
Company's independent auditors for the fiscal year ended December 31,
1995 notes that the Company has suffered recurring losses from operations
and has a working capital deficiency which raises substantial doubt about
its ability to continue as a going concern.
2. Economic Feasibility of Technology Not Assured. The Company's
demonstration of its Technology in its Synhytech plant was not intended
to test the economic feasibility of the Technology and therefore did not
establish its economic feasibility. Whether any full-scale conversion
plant using the Technology can be profitably operated depends upon the
availability of low-cost feedstock, cost-efficient production of the
liquid hydrocarbons and a ready market for the end products (primarily
premium diesel fuel, naphthas and waxes) at reasonable prices. The fact
that the Synhytech plant could not be operated on a commercial basis
because of inadequacy of the feedstock from the landfill and the
prohibitive cost of bringing in other feedstock gas may hamper
development and construction of additional conversion plants. The diesel
fuel produced by the Technology has not been subjected to long-term
engine tests to determine if there are any adverse effects. No in-depth
cost or price studies have been prepared by independent third parties for
the Company. Any significant decrease in prices of crude oil below
approximately $18 or commercial No. 2 diesel fuel below approximately
$.50 per gallon could have a material adverse effect upon the Company.
3. Business Dependent Upon Acquisition of Other Businesses or
Assets or Merger. While the Company intends to continue its business
related to its Technology, the past revenues have been inadequate to
sustain the Company's operations, and future revenues from the Technology
will also be insufficient in the next 12 months. Thus the Company's
ability to continue its operations as a going concern depends upon its
acquisition of other businesses or assets or its merger with another
successful business, or several such transactions, at least one of which
must be completed before the Company's operating capital has been
<PAGE>
PAGE 8
exhausted. There are no assurances that any such transactions will be
successfully concluded. See "SUMMARY--Use of Proceeds."
4. Dependence upon Management. At this stage of the Company's
development, success of the Company depends upon the ability of
management to demonstrate and implement the technological and commercial
feasibility of the Technology, as well as to accomplish diversification
of its business. Design of plants and their startup, both of which could
require knowledge unique to the Company's technical personnel, are
required to achieve optimal process plant operations. Moreover, to
successfully compete with its Technology, the Company will be required to
engage in continuous research and development regarding not only the
conversion process and catalyst composition, but also products, markets
and costs. Loss of the services of the executive officers of the
Company, particularly Drs. Charles B. Benham or Mark S. Bohn due to their
technical expertise and knowledge, and Dennis L. Yakobson and Ronald C.
Butz due to their established relationships with licensees and others,
could be expected to have a material adverse effect upon the Company.
The Company's employment contracts with Dr. Benham, Mr. Yakobson and Mr.
Butz expire on March 31, 1997. It has no employment contract with Dr.
Bohn who works for the Company on a part-time basis. The Company has
obtained key-man insurance (as to which the Company is the sole
beneficiary) on the lives of Drs. Benham and Bohn in the amounts of
$500,000 each. The Company's basic proprietary information has been
reduced to tangible form, which will protect the Company in the event of
loss of its technical personnel, but which also will expose the Company
to greater risk of unauthorized dissemination and duplication of that
information notwithstanding controls established by the Company.
5. Loss of Proprietary Information. One of the keys to the
conversion process upon which the Technology depends is the catalyst
developed by the Company. The Company will require any catalyst
manufacturer that it licenses or catalyst joint venture partners to
maintain the confidentiality of the formula and to use it only for the
agreed purposes. In addition, Company personnel having access to the
formula and other proprietary Company information have signed
confidentiality agreements. Finally, the Company requires
confidentiality covenants in its license agreements and design and
construction contracts. However, no assurance can be given that such
persons will not violate the terms of their agreements or that
competitors will not be able to determine the components of the catalyst
or other proprietary Company information. In either event, the ability
of the Company to compete could be materially and adversely affected.
6. Effect of Competition. The products of the Technology will
compete with other petroleum products, including products produced by
related methods. To a great extent, competition will be based upon
price, although compliance with environmental laws may create demand for
the Company's low aromatic, sulphur-free diesel fuel even at premium
prices. While the Company definitely faces price and product
competition, management is not aware of any competing technology, either
existing or under development, that may be cost effective on the
relatively small scale contemplated to be economically viable for
conversion plants using the Technology. However, others have and are
actively seeking to develop technology that will enable similar results.
It must be presumed that research in this area will continue and that
other persons will attempt, perhaps successfully, to reproduce the
catalyst and copy the Technology or develop a similar process,
particularly if the commercial viability of the process is confirmed.
The most likely competition will come from major corporations in the oil
<PAGE>
PAGE 9
and gas and synthetic fuel industries that have vastly greater technical
and financial resources than the Company.
7. Effect of Patent Infringement. To the knowledge of management,
no portion of the Technology infringes upon any previously issued and
unexpired United States patent. However, no patent searches have been
conducted, and no such assurance can be given. In the event it should be
determined that the Company's patents or proprietary processes are
infringing upon another patent, the Company will be compelled to seek a
license from the holder of that patent or to modify its Technology to
avoid such infringement, or both, neither of which may be possible.
Several U.S. patents have been issued to the Company, but it is possible
that third parties could infringe upon those patents, either innocently
or deliberately. In either case, to protect the Technology the Company
may be compelled to seek legal redress. The license agreement entered
into by the Company requires that the Company both prosecute and defend
infringement actions at its cost. In the event the Company does not have
sufficient funds for that purpose, it could incur substantial economic
loss, including termination of license agreements and loss of all or
portions of the economic benefit attributable to ownership of the
Technology and equity interests in conversion plants. The Company does
not now have and may never have adequate funds for that purpose.
8. Limited Protection Afforded by Patents. The Company has filed
a United States patent application with several claims covering certain
process applications, products produced, and materials used in its
process. Several patents have been issued, and other claims are still
pending. U.S. patents that may be issued have a term of 20 years. The
Company presently requires non-disclosure agreements from all persons
having access to its proprietary information. Its patents and any future
patents it may be granted as well as its non-disclosure agreements will
be difficult and expensive to enforce, and may not be upheld by the
courts, especially those of foreign nations. Inability to protect any
patents or enforce it non-disclosure agreements, especially in foreign
countries where much of the Company's business may be established, could
enable others to take advantage of the Company's Technology without
compensating it, causing it substantial economic loss.
9. Need for Inexpensive Feedstock to Produce Products that Are
Competitively Priced. Successful exploitation of the Company's
Technology depends upon the availability of substantial quantities of
carbon-bearing, low-cost feedstock for plants that use the Technology.
Management believes such feedstock gas will be readily available from
sources such as natural gas wells that are not producing gas because of
remote locations, and from other sources such as synthesis gas produced
by gasification of coal, as well as industrial off gases. However, in
the event low-cost gas cannot be obtained, then plants using the
Technology may not be able to produce products for sale at competitive
prices. Although the cost of diesel fuel produced at the plants may
require that it be sold at prices somewhat higher than competing diesel
fuels, management expects that many users, particularly those subject to
the increasingly strict mandates of the Clean Air Act, will pay that
premium. At prices for crude oil at approximately $18 per barrel and
diesel fuel at approximately $.50 per gallon, management believes that
the diesel fuel produced using the Technology can be priced
competitively. However, no such assurance can be given. Also, should
oil or commercial No. 2 diesel fuel prices both decrease significantly,
any market for the Company's diesel fuel that may hereafter exist could
be adversely affected.
<PAGE>
PAGE 10
10. Lack of End Product Purchase Contracts. The Company has
previously contacted various potential purchasers of the products of the
Technology, primarily users of diesel fuel, but has no contracts for
purchase of the end products of its Technology. The Company's licensees
are responsible for marketing products from plants constructed by them.
Because the diesel fuel produced is relatively non-polluting, it is
believed that metropolitan transportation districts and other users of
fuel in urban areas having air pollution problems may be interested in
purchasing such fuel, possibly at a premium over the price of commercial
diesel fuel. However, no such assurance can be given.
11. Risk of Joint Ventures. While the Company does not presently
anticipate investing in the construction of gas conversion plants that
use its technology, such investments are possible in the future. The
Company may enter into joint ventures with third parties for construction
and operation of conversion process plants, catalyst manufacturing plants
or both. Joint ventures under certain circumstances may involve risks
not otherwise present including, for example, the possibility that a
co-venturer may become insolvent or bankrupt; that any such co-venturer may
at any time have economic, business interests or goals that are
inconsistent with the business interests or goals of the Company; or that
such co-venturer may be in a position to take action contrary to the
instructions or requests of the Company or contrary to its policies or
objectives. Among other things, actions by such a co-venturer might have
the result of subjecting the property, the other co-venturers or both to
liabilities in excess of those contemplated.
12. Liabilities Imposed by Environmental Laws. Some of the
products of the Technology contain small amounts of toxic substances,
such as alcohols, aldehydes, ethers and aromatics. Also, owners of
conversion plants, including the Company, if it acquires any such
ownership, will be subject to the risk of releases of hazardous materials
into the environment. Although management expects to adopt stringent
operational controls and procedures in conversion plants in which it has
a controlling equity interest and to require appropriate warnings
regarding possible product toxicity, no assurance can be given that the
Company will be able, in all instances, to comply with applicable
environmental laws. Any such failure could result in substantial
liability to the Company.
13. Risk of Currency Exchange Rates. In its offshore operations,
the Company expects it will usually be paid design contract fees, license
fees, royalties and other compensation denominated in the currency of the
subject country. The Company will thus be subject to the risk of
fluctuation of currency exchange rates. Whenever possible, however,
management intends to negotiate payment in U.S. dollars. In addition,
some countries may have laws that could adversely affect the ability of
the Company to remove funds from that country, may impose taxes upon such
removal, or limit the amount of the payments that a licensee can make to
the Company.
14. Uninsured Losses. The Company has obtained insurance of the
types and in the amounts management believes are customarily obtained for
businesses similarly situated. However, certain types of losses
(generally clean-up costs for environmental contamination or losses of a
catastrophic nature such as damage to a process plant in which the
Company holds an interest caused by fire, explosion, war, earthquakes and
floods) are either uninsurable or not economically insurable. Should an
uninsured or partially insured loss occur, the Company could suffer a
loss of invested capital and any profits that might otherwise have been
anticipated.
<PAGE>
PAGE 11
15. No Expectation of Dividends. No dividends have been paid on
the Company's Common Stock since inception, and it is highly unlikely
that any dividends will be paid in the near term due to existing capital
needs. However, if the business plan is successful, the Company may
generate substantial revenue from license fees and royalties related to
its Technology, as well as revenues from new businesses or assets, which,
barring unanticipated capital commitments, is expected to allow payment
of dividends. No assurance can be given, however, that the Company will
ever pay, or be in a position to pay dividends.
16. Potential Dilution Due to Exercise of Stock Options and
Additional Private Offerings. The Company has reserved 842,280 shares of
Common Stock for issuance upon exercise of presently outstanding stock
options and 1,032,000 for issuance upon purchase under outstanding stock
purchase warrants. The Company may issue additional shares of its Common
Stock to raise operating capital or acquire other businesses or assets.
Issuances of additional shares of Common Stock will reduce the percentage
ownership interest in the Company represented by shares of Common Stock
acquired by purchasers and may dilute the value of their interest in the
Company.
17. Potential Dilution of Shareholder Rights by Issuance of
Preferred Stock. The Company is authorized to issue up to 1,000,000
shares of preferred stock, par value $10 per share. The 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. Such 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. No preferred stock is currently outstanding,
and the Company has no present plans for issuance thereof. However, any
issuance of preferred stock could affect the rights of the holders of
Common Stock and therefore reduce the value of the Common Stock. Rights
could be granted to holders of preferred stock hereafter issued which
could reduce the attractiveness of the Company as a potential takeover
target. See "DESCRIPTION OF SECURITIES - Preferred Stock."
18. Deterrence of Tender Offers by Fair Price Provisions. The
Company's Articles of Incorporation include provisions designed to assure
shareholders, to the extent possible, that any hostile takeover attempt
or merger of the Company with a significant shareholder or its affiliate
will result in shareholders receiving a fair value for their securities.
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 the capital stock of the Company; and a
requirement that the holders of not less than 66-2/3% of the voting power
of the outstanding capital stock of the Company approve 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 board of directors or unless certain minimum
price and procedural requirements are met. These provisions could deter
a hostile tender offer by a third party for the purchase of some or all
of the Company's outstanding securities and could have the effect of
entrenching management. See "DESCRIPTION OF SECURITIES - Fair Price
Provisions."
<PAGE>
<PAGE>
PAGE 12
SELLING SHAREHOLDERS
<TABLE>
<CAPTION>
The shares of Common Stock owned by the Selling Shareholders and the shares of Common Stock (the
"Shares") underlying stock purchase warrants held by them are being offered by the Selling Shareholders
identified in the following table.
Number of Shares
Number of to be Beneficially Owned
Name of Number of Shares Shares That On Completion of the Offering
Selling Beneficially Owned May Be % of
Shareholder Record Indirect Offered(1) Record Indirect Class
<S> <C> <C> <C> <C> <C> <C>
Charles B. Benham(2) 275,440 257,322 320,880 115,000 257,322 2.3
Mark S. Bohn(3) 443,431 177,928 182,092 352,385 177,928 3.2
Ronald C. Butz(4) 164,151 257,322 320,880 238,154 257,322 3.0
Stephen Bushansky 34,978 --- 63,956 3,000 --- *
C. David Callahan 35,558 --- 63,116 4,000 --- *
Kenneth D. Carlson 45,941 --- 63,882 14,000 --- *
William Carmichael 503,350 --- 1,006,700 20,000 --- *
Conch Bar Enterprises, Inc. 127,763 198,000 255,526 --- 198,000 1.3
Bartley W. Conroy 82,099 --- 164,198 2,226 --- *
D.S.N. Enterprises, Ltd. 126,750 --- 253,500 --- --- 0
Gulf Coast Consultants, Inc. 265,555 --- 280,555 --- --- 0
Gulf Coast Trust 63,149 --- 126,298 --- --- 0
Hauser Chemical Research, Inc. 17,143 --- 17,143 --- --- 0
Kent T. Hultquist 63,375 --- 126,750 --- --- 0
Donald Hunter 126,300 --- 252,600 --- --- 0
C.E. Husted 45,805 --- 71,610 10,000 --- *
IMC, Inc. 50,461 --- 50,461 --- --- 0
Leslie N. & Ann Johnson 126,575 --- 253,150 --- --- 0
Paul D. Jorgensen 103,988 --- 167,976 --- --- *
Fred E. Karp 31,994 --- 63,988 --- --- 0
Tommy L. Keith 180,344 --- 255,526 52,581 --- *
James Kuo 6,089 --- 6,089 --- --- 0
Joseph F. Lambright 252,465 --- 504,930 --- --- 0
William H. Lacy 100,000 --- 100,000 --- --- 0
Laredo Properties 242,080 --- 254,160 115,000 --- *
Loren L. Mall 181,652 --- 101,400 130,952 --- *
Roger Mariani 31,984 --- 63,968 --- --- 0
Mark G. Milask 127,875 --- 255,750 --- --- 0
Dr. Mohan S. Misra 120,000 --- 240,000 --- --- 0
Neil J. Montagino 129,975 --- 255,950 2,000 --- *
Will A. Mosley 31,900 --- 63,800 --- --- 0
Philip S. Mushlin 167,975 --- 295,950 --- --- 0
Stanley E. Norfleet 63,988 --- 127,976 --- --- *
Craig K. Olson 31,822 --- 63,644 --- --- *
Satish B. Parekh 387,520 320,756 501,026 186,494 --- 1.1
Russell A. Pareti 31,688 --- 63,376 --- --- 0
Kevin S. Parson 126,232 --- 252,464 --- --- 0
Ned F. Parson 126,232 --- 252,464 --- --- 0
Rebecca C. & Gary R. Perrine 126,775 --- 253,550 --- --- 0
Roger B. Rankin 198,000 250,000 118,000 80,000 250,000 2.0
Ralph Riggs 63,938 123,186 127,876 --- 123,186 *
Rodriguez Family Partners, Ltd. 253,355 --- 506,710 --- --- 0
James P. Samuels 127,875 --- 255,750 --- --- 0
Brett B. Salter 1,479,000 --- 1,479,000 --- --- 0
Schneider Holdings Co. 259,156 --- 252,396 132,958 --- *
Norman Seif 31,984 --- 63,968 --- --- 0
Jay Thomas Smith 31,250 --- 62,500 --- --- 0
Michael Gary Solomon 127,975 --- 255,950 --- --- 0
Robert John Stalberger 31,558 --- 63,116 --- --- 0
Superior Reporting Services, Inc. 31,900 --- 63,800 --- --- 0
Richard D. Taxman 310,500 --- 102,000 208,500 --- 1.3
T/A Pacific Select Investments,
Ltd. 450,000 --- 450,000 --- --- 0
Dr. Erich W. Tiepel(5) 123,277 233,106 164,198 41,178 233,106 1.7
Sampson Junior Williams 163,150 --- 126,300 100,000 --- *
Dennis L. Yakobson(6) 404,354 263,082 332,400 238,154 263,082 3.1
----------
Total 12,442,248(7)
- ---------------
<FN>
*Less than 1%
<F1> Includes shares covered by presently exercisable stock purchase warrants.
<F2> Does not include 297,322 shares subject to options to purchase.
<F3> Does not include 177,928 shares subject to options to purchase.
<F4> Does not include 257,322 shares subject to options to purchase.
<F5> Does not include 233,106 shares subject to options to purchase.
<F6> Does not include 263,082 shares subject to options to purchase.
<F7> Includes 1,032,000 shares subject to Registration Statement No. 33-84232.
</FN>
</TABLE>
<PAGE>
PAGE 13
Charles H. Benham, Mark S. Bohn, Ronald C Butz, James P. Samuels,
Erich W. Tiepel and Dennis L. Yakobson are officers and/or directors of
the Company. Loren L. Mall is associated with Brega & Winters P.C. which
serves as general counsel for the Company. To the knowledge of the
Company, none of the other 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.
Each Selling Shareholder have represented that he purchased the
Common Stock for investment and with no present intention of distributing
or reselling such Shares unless registered for resale. However, in
recognition of the fact that holders of restricted securities may wish to
be legally permitted to sell their Shares when they deem appropriate, the
Company has filed with the Commission under the Securities Act a Form S-3
registration statement of which this Prospectus forms a part with respect
to the resale of the Shares from time to time in the over-the-counter
market or in privately negotiated transactions.. The Company has agreed
to prepare and file such amendments and supplements to the Registration
Statement and to use its best efforts to obtain effectiveness of the
Registration Statement and to keep the Registration Statement effective
until all the Shares offered hereby have been sold pursuant thereto,
until such Shares are no longer, by reason of Rule 144 under the
Securities Act or any other rule of similar effect, required to be
registered for the sale thereof by the Selling Shareholders, or for a
period of 180 days, whichever occurs first.
Certain of the Selling Shareholders, their associates and affiliates
may from time to time be customers of, engage in transactions with,
and/or perform services for the Company or its subsidiaries in the
ordinary course of business.
<PAGE>
PAGE 14
PLAN OF DISTRIBUTION
The sale of the Shares by the Selling Shareholders may be effected
from time to time (i) in transactions in the over-the-counter market, in
negotiated transactions, or through a combination of such methods of
sale, and (ii) at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The
Selling Shareholders may effect such transactions by selling the Shares
to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions, or commissions from
the Selling Shareholders and/or the purchasers of the Shares for which
such broker-dealers may act as agent or to whom they may sell, as
principal, or both (which compensation as to a particular broker-dealer
may be in excess of customary compensation). Selling Shareholders may
also sell such shares 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.
The Selling Shareholders and any broker-dealers who act in
connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and profit on any resale of the Shares
as principal might be deemed to be underwriting discounts and commissions
under the Securities Act.
The Company has advised the Selling Shareholders that they and any
securities broker-dealers or others who may be deemed to be statutory
underwriters will be subject to the Prospectus delivery requirements
under the Securities Act of 1933. The Company has also advised the
Selling Shareholders that in the event of a "distribution" of his or its
shares, such Selling Shareholders, any "affiliated purchasers," and any
broker-dealer or other person who participates in such distribution may
be subject to Rule 10b-6 under the Securities Exchange Act of 1934 ("1934
Act") until his or its participation in that distribution is completed.
A "distribution" is defined in Rule 10b-6(c)(5) as an offering of
securities "that is distinguished from ordinary trading transactions by
the magnitude of the offering and the presence of special selling efforts
and selling methods." The Company has also advised the Selling
Shareholders that Rule 10b-7 under the 1934 Act prohibits any
"stabilizing bid" or "stabilizing purchase" for the purpose of pegging,
fixing or stabilizing the price of the Common Stock in connection with
this offering.
DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK
As of the date of this Prospectus, the Company had 16,604,116 shares
of its Common Stock issued and outstanding. The shares of Common Stock
covered by this Prospectus are fully paid and nonassessable. Holders of
the 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. There is 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 such 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
therefor.
<PAGE>
PAGE 15
The authorized capital stock of the Company 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, and once a quorum is established,
action of a routine nature may properly be taken by a majority of the
shares represented in person or by proxy at the meeting. Most major
corporate transactions such a 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 entitled to vote. The Company's 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. Such 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. No shares of preferred stock are issued and
outstanding.
LEGAL OPINIONS
Brega & Winters, P.C., 1700 Lincoln Street, Suite 2222, Denver,
Colorado 80203 has rendered an opinion as to the legality of the Shares
to be issued upon exercise of the stock purchase warrants.
EXPERTS
The financial statements incorporated in this prospectus by
reference from the Company's Annual Report on Form 10-KSB for the
nine-month period ended September 30, 1996 and the twelve months ended
December 31, 1995 have been audited by BDO Seidman, LLP, independent
certified public accountants, as stated in their report, which is
incorporated herein, and has been so incorporated in reliance upon such
report given upon the authority of the firm as experts in accounting and
auditing.
NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN CONTAINED AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS TO ANY OF
THE TIME SUBSEQUENT TO ITS DATE. HOWEVER, THE COMPANY HAS UNDERTAKEN TO
AMEND THE REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A PART TO
REFLECT ANY FACTS OR EVENTS ARISING AFTER THE EFFECTIVE DATE THEREOF
WHICH INDIVIDUALLY OR IN THE AGGREGATE REPRESENT A FUNDAMENTAL CHANGE IN
THE INFORMATION SET FORTH IN THE REGISTRATION STATEMENT. IT IS
ANTICIPATED, HOWEVER, THAT MOST UPDATED INFORMATION WILL BE INCORPORATED
HEREIN BY REFERENCE TO THE COMPANY'S REPORTS FILED UNDER THE SECURITIES
EXCHANGE ACT OF 1934. SEE "DOCUMENTS INCORPORATED BY REFERENCE."
<PAGE>
PAGE 16
ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS
TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Available Information 2
Documents Incorporated by Reference 2
Summary 2
Risk Factors 3
Selling Shareholders 7
Plan of Distribution 8
Description of Common Stock and Preferred Stock 9
Legal Opinions 9
Experts 9
/TABLE
<PAGE>
<PAGE>
PAGE 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>
Item 14. Other Expenses of Issuance and Distribution.
<S> <C>
Registration Fee - Securities and Exchange Commission $ 1,391.72
Legal Fees and Disbursements* 12,500.00
Accounting Fees and Disbursements* 1,500.00
Legal Fees and Expenses in Connection with Blue Sky Filings* 7,500.00
Miscellaneous* 230.00
-----------
Total $ 23,121.72
===========
- --------------------
<FN>
* Estimated.
</FN>
</TABLE>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 Corporation Code 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.
(c) Paragraph 3 of the Certificate of the Selling Shareholders,
filed as Exhibit 1.1 to this Registration Statement, contains provisions
by which Registrant and its controlling persons are indemnified against
certain losses, claims, expenses and liabilities under the Securities Act
of 1933, as amended. <PAGE>
<PAGE>
PAGE 18
Item 16. Exhibits.
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
Exhibit Sequential
Number Document Page Number
<S> <C> <C>
EX-1 Form of Certificate of Selling Shareholders (incorporated herein by
reference from the exhibits to Registrant's Registration Statement
No. 333-11567 filed with the Securities and Exchange Commission
on September 6, 1996).
EX-3.1(i).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-3.1(i).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 Reprot on Form 8-K dated August 10,
1993 filed with the Securities and Exchange Commission).
EX-3.3 Bylaws as amended, (incorporated herein by reference from the exhibits
to Registrant's Form S-18 Registration Statement No. 33-37150-D filed
with the Securities and Exchange Commission on January 18, 1991).
EX-4 Form of Warrant to Purchase Shares of Common Stock (incorporated herein
by reference from the exhibits to Registrant's Registration Statement
No. 333-11567 filed with the Securities and Exchange Commission on
September 6, 1996).
EX-5 Opinion of Brega & Winters, P.C. (incorporated herein by reference from
the exhibits to Registrant's Registration Statement No. 333-11567 filed
with the Securities and Exchange Commission on September 6, 1996).
EX-10.1 Profit Sharing Plan (incorporated herein by reference from the exhibits
to Registrant's Form S-18 Registration Statement No. 33-37150-D filed
with the Securities and Exchange Commission on or about October 30,
1990).
EX-10.2 1990 Stock Option Plan (incorporated herein by reference from the
exhibits to the Company's Registration Statement No. 33-37150-D filed
with the Securities and Exchange Commission on Form S-18 dated
April 12, 1992).
EX-10.3 1994 Stock Option Plan (incorporated herein by reference from the
exhibits to Post-Effective Amendment No. 5 to Registrant's Form S-18
on Form SB-2 Registration Statement No. 33-37150-D filed with the
Securities and Exchange Commission on or about September 19, 1994).
EX-10.4 1996 Stock Option Plan (incorporated herein by reference from the
exhibits to Registrant's Current Report on Form 8-K dated December 18,
1996 filed with the Securities and Exchange Commission).
EX-10.5 Employment Contracts with Charles B. Benham, Dennis L. Yakobson and
Ronald C. Butz dated November 14, 1994 (incorporated herein by refer-
ence from the exhibits to Registrant's Current Report on Form 8-K dated
November 14, 1994 filed with the Securities and Exchange Commission).
EX-10.6 Key man insurance on the life of Charles B. Benham (incorporated herein
by reference from the exhibits to Registrant's Form S-18 Registration
Statement No. 33-37150-D filed with the Securities and Exchange
Commission on or about October 30, 1990).
EX-23.1 Consent of Independent Certified Public Accountants.
EX-23.2 Consent of Brega & Winters P.C. (included in Exhibit 5).
EX-99.1 Letter of Intent between Rentech, Inc. and ITN Energy Systems, Inc.
dated October 17, 1996 (incorporated herein by reference from the
exhibits to Registrant's Current Report on Form 8-K/A dated November
7, 1996 filed with the Securities and Exchange Commission).
EX-99.2 Agreement of Purchase and Sale of Assets between Rentech, Inc. and
Okon, Inc. dated December 6, 1996 (incorporated herein by reference
from the exhibits to Registrant's Current Report on Form 8-K dated
December 16, 1996 filed with the Securities and Exchange Commission
on December 18, 1996).
EX-99.3 Report of Independent Certified Public Accountants (incorporated herein
by reference from the exhibits to Registrant's Transition Report on
Form 10-KSB for the nine months ended September 30, 1996 and for the
year ended December 31, 1995, filed with the Securities and Exchange
Commission on January 15, 1997).
</TABLE>
<PAGE>
<PAGE>
PAGE 19
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;
(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>
<PAGE>
PAGE 20
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 30th day of January, 1997
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 January 30, 1997
Dennis L. Yakobson Officer and Director
(signature)
----------------------- Vice President and Director January 30, 1997
Mark S. Bohn
(signature)
----------------------- Vice President, Chief January 30, 1997
Ronald C. Butz Operating Officer,
Secretary and Director
(signature)
----------------------- Director January 30, 1997
Erich W. Tiepel
(signature)
----------------------- Vice President-Finance, January 30, 1997
James P. Samuels and Chief Financial
Officer
<PAGE>
<PAGE>
PAGE 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Document Page Number
<S> <C> <C>
EX-1 Form of Certificate of Selling Shareholders (incorporated herein by
reference from the exhibits to Registrant's Registration Statement
No. 333-11567 filed with the Securities and Exchange Commission
on September 6, 1996).
EX-3.1(i).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-3.1(i).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 Bylaws as amended, (incorporated herein by reference from the exhibits
to Registrant's Form S-18 Registration Statement No. 33-37150-D filed
with the Securities and Exchange Commission on January 18, 1991).
EX-4 Form of Warrant to Purchase Shares of Common Stock (incorporated herein
by reference from the exhibits to Registrant's Registration Statement
No. 333-11567 filed with the Securities and Exchange Commission on
September 6, 1996).
EX-5 Opinion of Brega & Winters, P.C. (incorporated herein by reference from
the exhibits to Registrant's Registration Statement No. 333-11567 filed
with the Securities and Exchange Commission on September 6, 1996).
EX-10.1 Profit Sharing Plan (incorporated herein by reference from the exhibits
to Registrant's Form S-18 Registration Statement No. 33-37150-D filed
with the Securities and Exchange Commission on or about October 30,
1990).
EX-10.2 1990 Stock Option Plan (incorporated herein by reference from the
exhibits to the Company's Registration Statement No. 33-37150-D filed
with the Securities and Exchange Commission on Form S-18 dated
April 12, 1992).
EX-10.3 1994 Stock Option Plan (incorporated herein by reference from the
exhibits to Post-Effective Amendment No. 5 to Registrant's Form S-18
on Form SB-2 Registration Statement No. 33-37150-D filed with the
Securities and Exchange Commission on or about September 19, 1994).
EX-10.4 1996 Stock Option Plan (incorporated herein by reference from the
exhibits to Registrant's Current Report on Form 8-K dated December 18,
1996 filed with the Securities and Exchange Commission).
EX-10.5 Employment Contracts with Charles B. Benham, Dennis L. Yakobson and
Ronald C. Butz dated November 14, 1994 (incorporated herein by refer-
ence from the exhibits to Registrant's Current Report on Form 8-K dated
November 14, 1994 filed with the Securities and Exchange Commission).
EX-10.6 Key man insurance on the life of Charles B. Benham (incorporated herein
by reference from the exhibits to Registrant's Form S-18 Registration
Statement No. 33-37150-D filed with the Securities and Exchange
Commission on or about October 30, 1990).
EX-23.1 Consent of Independent Certified Public Accountants.
EX-23.2 Consent of Brega & Winters P.C. (included in Exhibit 5).
EX-99.1 Letter of Intent between Rentech, Inc. and ITN Energy Systems, Inc.
dated October 17, 1996 (incorporated herein by reference from the
exhibits to Registrant's Current Report on Form 8-K/A dated November
7, 1996 filed with the Securities and Exchange Commission).
EX-99.2 Agreement of Purchase and Sale of Assets between Rentech, Inc. and Okon,
Inc. dated December 6, 1996 (incorporated herein by reference from the
exhibits to Registrant's Current Report on Form 8-K dated December 16,
1996 filed with the Securities and Exchange Commission on December 18,
1996).
EX-99.3 Report of Independent Certified Public Accountants (incorporated herein
by reference from the exhibits to Registrant's Transition Report on Form
10-KSB for the nine months ended September 30, 1996 and for the year
ended December 31, 1995, filed with the Securities and Exchange
Commission on January 15, 1997).
</TABLE>
<PAGE>
PAGE 22
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Rentech, Inc.
1331 17th Street, Suite 720
Denver, CO 80202
We consent to the incorporation by reference in Post-Effective Amendment
No. Two to Registration Statement No. 333-11567 of Rentech, Inc. on Form
S-3 of our report dated December 2, 1996 appearing in the Transition
Report on Form 10-KSB of Rentech, Inc. for the nine months ended
September 30, 1996 and for the year ended December 31, 1995, and to the
reference to us under the heading "Experts" in the Prospectus, which is
part of such Registration Statement.
BDO Seidman, LLP
January 31, 1997
Denver, Colorado
