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): March 20, 1997
RENTECH, INC.
(Exact name of registrant as specified in charter)
Colorado 0-19260 84-0957421
(State or other Commission I.R.S. Employer
jurisdiction of File No. Identification No.
incorporation or
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 2. Acquisition or Disposition of Assets.
The Company acquired the assets of Okon, Inc. by purchase on March
20, 1997. The assets acquired primarily consisted of formulations for
the manufacture of water-based stains, repellants and sealers; inventory;
equipment; federal registered trademarks; and purchase orders for
products. The purchase price paid consisted of cash funds in the amount
of $1,000,000 plus $300,000 payable according to the terms of the
Company's promissory note. The note bears interest at 9% per annum, and
is payable in 12 monthly installments commencing in April 1998. The
assets were purchased from Okon, Inc. at a bargained price determined by
arm's-length negotiations. The seller had no material relationship with
the Company or any of its officers or directors or their associates. The
funds for the purchase price were Company funds obtained through private
placement sales of shares of the Company's preferred stock that are
convertible into shares of its common stock.
The assets were used by the seller in the business of producing and
selling water repellant sealers and stains for wood, concrete and
masonry. The Company has formed a new subsidiary corporation with the
name of Okon, Inc., and intends to use the assets acquired in the same
type of business.
Item 7. Financial Statements and Exhibits.
Financial statements and exhibits for the assets acquired by the
Company through its wholly-owned subsidiary, Okon, Inc., are not included
with this report. The financial statements and exhibits are expected to
be filed by May 16, 1997.
<PAGE>
PAGE 2
The agreement for purchase of the assets of Okon, Inc. was filed as
exhibit 99.1 to the Company's Current Report on Form 8-K dated December
16, 1996.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
Rentech, Inc. sold 130,000 shares of its Series 1997-A Convertible
Preferred Stock on March 26, 1997 to accredited investors through VenGua
(Raleigh), Inc. for $1,300,000. The total offering discounts were
$190,000. The preferred shares that have been sold are convertible into
either the lesser of 6,189,652 shares of common stock at an average price
of $.21 per share or into common stock at a price that is 70% of the
average closing bid price of the common stock for the five trading days
preceding the date of each conversion, whichever is less. The Company
expects to sell another 20,000 shares of the preferred stock on the same
terms and at the same formula for determining sales price. Dividends are
payable on the preferred shares at 15% per annum, in common stock or
cash, at the option of the Company, until converted or redeemed by the
Company. The sale was made to accredited persons who are non-United
States persons pursuant to an exemption from registration provided by
Regulation S issued under the Securities Act of 1933, as amended. The
holders of the preferred shares are entitled to warrants authorizing them
to purchase one share of common stock for each two and a half shares of
common stock received upon conversion of their preferred stock by payment
of the closing bid price of the common stock for the five trading days
preceding the date of subscription for purchase of the preferred shares.
The warrants may be exercised for a period of five years from the date of
conversion.
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: April 3, 1997 By: (signature)
----------------------------------
Dennis L. Yakobson
President and Chief Executive Officer
