<PAGE>
PAGE 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
-----
Filed by Registrant [ ]
Filed by a Party other than Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
RENTECH, INC.
(Name of Registrant as Specified In Its Charter)
LOREN L. MALL, BREGA & WINTERS P.C.
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies.
2) Aggregate number of securities to which transaction
applies.
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
<PAGE>
PAGE 2
RENTECH, INC.
1331 17th Street, Suite 720
Denver, Colorado 80202
-------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 12, 1997
-------------------------------
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
Rentech, Inc., a Colorado corporation (the Company), will be held at The
Adams Room, The Executive Tower Inn, 1405 Curtis Street, Denver,
Colorado, on June 12, 1997 at 10:00 a.m. (local time) for the following
purposes:
1. To elect one director to the Company's Board of Directors to
hold office for a three-year term and until his successor is elected and
qualified; and
2. To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
Only holders of record of the common stock of the Company at the
close of business on April 22, 1997 will be entitled to notice of and to
vote at the meeting.
By Order of the Board of Directors
Ronald C. Butz, Secretary
Dated: April 23, 1997
ALL OF THE SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING.
WHETHER OR NOT YOU EXPECT TO BE PRESENT, PLEASE DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT PROMPTLY TO THE COMPANY IN THE ACCOMPANYING
POSTPAID ENVELOPE.<PAGE>
<PAGE>
PAGE 3
RENTECH, INC.
1331 17th Street, Suite 720
Denver, Colorado 80202
(303) 298-8008
------------------------------
PROXY STATEMENT
------------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 12, 1997
------------------------------
The accompanying proxy is solicited by the Board of Directors of
Rentech, Inc. (the "Company") for use at the annual meeting of
stockholders (the "Annual Meeting") to be held at The Adams Room, The
Executive Tower Inn, 1405 Curtis Street, Denver, Colorado, on June 12,
1997 at 10:00 a.m., local time, and at any and all adjournments thereof
for the purposes set forth in the notice of annual meeting of
stockholders. The Company anticipates that this proxy statement and the
accompanying form of proxy will be first sent or given to stockholders on
or about April 24, 1997.
Any stockholder giving such a proxy has the right to revoke the
proxy at any time before it is voted by written notice to the secretary
of the Company, by executing a new proxy bearing a later date, or by
voting in person at the annual meeting. A proxy, when executed and not
revoked, will be voted in accordance therewith. If no instructions are
given, proxies will be voted FOR the election of the nominees for
director identified in this proxy statement, and FOR all other proposals
presented by management.
All expenses in connection with the solicitation of proxies will be
borne by the Company. The solicitation will be made by mail. The
Company will also supply brokers or persons holding stock in their names
or in the names of their nominees with such number of proxies, proxy
material and annual reports as they may require for mailing to beneficial
owners and will reimburse them for their reasonable expenses incurred in
connection therewith. Certain directors, officers and employees of the
Company not specifically employed for that purpose may solicit proxies
without additional compensation by mail, telephone, facsimile
transmission, telegraph or personal interview.
VOTING SECURITIES AND VOTING RIGHTS
The close of business on April 22, 1997 has been fixed by the Board
of Directors of the Company as the record date for the determination of
stockholders entitled to notice of and to vote at the annual meeting. On
that date, the Company had outstanding 16,868,891 shares of common stock.
The shares of common stock are all entitled to vote on the matters to
come before the annual meeting.
<PAGE>
PAGE 4
Each outstanding share of common stock entitles the holder to one
vote. There are no cumulative voting rights. The presence in person or
by proxy of a majority of the outstanding shares of common stock is
necessary to constitute a quorum at the meeting, but, if a quorum should
not be present, the meeting may be adjourned from time to time until a
quorum is obtained. If a quorum is present, the affirmative vote of a
majority of shares represented in person or by proxy will be required to
approve the matters specified herein to be voted upon. Any holder of
shares represented by a proxy that has been returned properly signed by
the stockholder of record will be considered present for the purpose of
determining whether or not a quorum exists even if the proxy contains
abstentions or broker non-votes.
ELECTION OF DIRECTORS
The Company has established the number of directors to serve on its
Board of Directors as six. The directors are divided into three classes,
each class with staggered three-year terms of office. At each annual
meeting of stockholders, the terms of a class of directors expire and a
nominee or nominees are elected to hold office for three-year terms to
succeed the directors whose terms expire at the meeting. At this
meeting, one director will be elected to hold office for a term expiring
at the annual meeting of stockholders to be held in 2000 and until the
election and qualification of his successor.
The two directors whose terms are expiring, Erich W. Tiepel and D.
Barry McKennitt, are the Class III directors. Erich W. Tiepel has been
nominated by the Board of Directors for reelection. Mr. Tiepel has
consented to serve as director, if elected, and the Board of Directors
has no reason to believe that he will be unable to serve. The Board of
Directors has not nominated another person for the second expiring
position or for the current vacancy on the board of directors, but has
begun a search for qualified persons to serve as directors. The Board
believes that, in connection with the Company's plan to expand its
business, it would be well served by nominees with broad experience in
business. If the Board succeeds in attracting qualified persons, it
expects to fill the two remaining vacancies by appointment. Election by
shareholders requires the affirmative vote by holders of at least a
majority of the shares voting on the matter, and the Board of Directors
recommends a vote FOR the election of the nominee. In the absence of
instructions to the contrary, shares represented by all proxies will be
voted for the election of all such nominees. If for any reason any
nominee is unable to serve, the Board of Directors may designate
substitute nominees, in which event the shares represented by all proxies
will be voted for such substitute nominees, unless an instruction to the
contrary is indicated on the proxy.
<PAGE>
PAGE 5
The Board of Directors does not have a standing nominating
committee. The Board selects director nominees and will consider
suggestions by stockholders for names of possible future nominees
delivered in writing to the Secretary of the Company on or before January
15 in any year. CMPS&F Pty Limited, an Australian engineering and
construction management group that is a shareholder, and an investment
group identified as RIG 86, are each entitled to have a nominee of their
choice serve on the Board of Directors, subject to shareholder election.
As of this date, these rights have not been exercised, and the Company
has no indication that they will be exercised. The Board has a stock
option committee, which consists of Erich W. Tiepel and D. Barry
McKennitt up to the date of the meeting of shareholders. The primary
function of the committee is to administer the Company's stock option
plans. The committee met three times during the nine months ended
September 30, 1996. All committee members attended those meetings. The
Board has an audit committee, whose function is to assist the Board in
fulfilling its responsibilities for financial reporting by the Company
and to review the scope of the audit and the reports of the Company's
independent auditors. Members of the audit committee, up to the date of
the meeting of shareholders, are Mark S. Bohn and D. Barry McKennitt.
The audit committee met one time during the nine months ended September
30, 1996. All committee members attended that meeting.
During the nine months ended September 30, 1996, the full Board of
Directors met seven times. No director attended less than 75% of the
meetings.
1997 Nominee for Election to the Board of Directors:
Director Term to
Director's Name Principal Occupation Since Expire
--------------- -------------------- -------- ------
Erich W. Tiepel President, Resource
Technologies Group, Inc. 1983 2000
Erich W. Tiepel, Director--
Dr. Tiepel, age 53 obtained a Bachelor of Science degree in Chemical
Engineering from the University of Cincinnati in 1967, and a Ph.D. in
Chemical Engineering from the University of Florida in 1971. Dr. Tiepel
has twenty-three years of experience in all phases of process design and
development, plant management and operations for chemical processing
plants. In 1981, Dr. Tiepel was a founder of Resource Technologies
Group, Inc. ("RTG"), a high technology consulting organization
specializing in process engineering, water treatment, hazardous waste
remediation, and regulatory affairs. Dr. Tiepel has been president of
RTG since its inception. From 1977 to 1981 he was project manager for
Wyoming Mineral Corporation, a subsidiary of Westinghouse Electric Corp.,
Lakewood, Colorado, where his responsibilities included management of the
design, contraction and operation of ground water treatment systems for
ground water cleanup programs. From 1971 to 1976 he was a principal
project engineer for process research for Westinghouse Research Labs.
From 1967 to 1971, he was a trainee of the National Science Foundation at
the University of Florida in Gainesville, Florida. Dr. Tiepel has been a
director of the Company since 1983.
<PAGE>
PAGE 6
Continuing Class I Directors (with terms expiring in 1998):
Mark S. Bohn, Director--
Dr. Bohn, age 46, received a Bachelors degree in Mechanical
Engineering from Georgia Institute of Technology, Atlanta, Georgia, in
1972, and a Master of Science degree in Mechanical Engineering in 1973
and a Ph.D. in Mechanical Engineering in 1976, both from the California
Institute of Technology, Pasadena, California. He was employed from 1976
through 1978 at the General Motors Research Laboratories in Warren,
Michigan, on research in bluff body aerodynamics, wind tunnel
experimentation, flow visualization, and the fluid mechanics of engine
intake ports. Since 1978 he has been employed by Midwest Research
Institute at the Solar Energy Research Institute in Golden, Colorado,
working on conversion of organic materials to liquid hydrocarbon fuels,
high temperature applications of solar energy, power cycles for ocean
thermal energy conversion, direct contact heat transfer and building heat
transfer. Dr. Bohn is a registered Professional Engineer in Colorado
and a member of the American Society of Mechanical Engineers. He has
published several articles on liquid fuel production, organic waste, heat
transfer, power cycles, aerodynamics, optics, acoustics, solar thermal
energy, and co-authored the textbook Principles of Heat Transfer, (West
Educational Publishing). He was a founding officer of the Company and
has been a director since organization of the Company in 1981.
Ronald C. Butz, Vice President, Chief Operating Officer, Secretary
and Director--
Mr. Butz, age 59, received a Bachelor of Science degree in Civil
Engineering from Cornell University in 1961 and a Juris Doctor degree
from the University of Denver in 1965. From 1966 to 1982, Mr. Butz was a
practicing attorney in Denver, Colorado with the firm of Grant,
McHendrie, Haines and Crouse, P.C. In 1982, Mr. Butz became a
shareholder, vice president and chief operating officer of World
Agricultural Systems, Ltd., a privately-held Colorado corporation
specializing in the international marketing of commodity storage systems.
He resigned these offices in December 1983. In 1984, Mr. Butz became
president of Capital Growth, Inc., a privately-held Colorado corporation
providing investment services and venture capital consulting. In 1984,
he also became a director of the Company. In October 1989, Mr. Butz was
appointed a vice president of the Company. In June 1990 he was appointed
secretary of the Company, and in May 1996 he was appointed chief
operating officer.
<PAGE>
PAGE 7
Continuing Class II Director (with term expiring in 1999):
Dennis L. Yakobson, President, Chief Executive Officer, Director and
Chairman of the Board--
Mr. Yakobson, age 60, received a Bachelor of Science degree in Civil
Engineering from Cornell University in 1959 and a Masters Degree in
Business Administration from Adelphi University in 1963. From 1960 to
1969 he was employed by Grumman Aerospace Corporation, with the final
position held being that of contract administrator with responsibility
for negotiation of prime contracts with governmental agencies. From 1969
to 1971 he was employed by Martin Marietta Corporation, Denver, Colorado
(now Lockheed Martin Corporation) in a similar position, and from 1971
through 1975 was employed by Martin Marietta as marketing engineer in
space systems. In 1975 he was employed by Wyoming Mineral Corporation in
Denver as a contract administrator. Shortly thereafter, he became group
leader-land and was responsible for the direction of all activities in
lease administration and for all in-house landmen. In 1976, he was
employed by Power Resources Corporation, Denver, Colorado, a mineral
exploration company, as vice president-land, secretary, treasurer, and a
director. In 1979, he became a director and the secretary of Nova
Petroleum Corporation also in Denver, Colorado, and in 1981 became its
vice president of administration and finance. He resigned from Nova in
November of 1983 to assume the presidency of the Company. He serves as
chairman of the board of directors of the Company and its chief executive
officer.
There are no family relationships among the directors. There are no
arrangements or understandings between any director and any other person
pursuant to which that director was elected.
The Company has adopted a salary reduction simplified employee
pension plan but presently has no other pension, retirement or similar
plans. The Company has profit-sharing and stock option plans. It
provides a medial reimbursement plan and life insurance coverage to
officers and directors and may provide other benefits to officers and
employees in the future. It may also compensate non-employee directors
for attendance at board and committee meetings at a per diem rate to be
determined plus reimbursement of actual expenses incurred in attending
such meetings.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information as of the record
date by (i) all persons who own of record or are known to the Company to
beneficially own more than 5% of the issued and outstanding shares of
common stock, and (ii) by each director, each director nominee, each of
the executive officers named in the tables under "Executive Compensation"
and by all executive officers and directors as a group:
<PAGE>
PAGE 8
<TABLE>
<CAPTION>
Percent
of Class
Amount and Nature Based on
Positions and of Beneficial Common Beneficial
Name and Address Offices Held Stock Ownership(1) Ownership
- ---------------- ------------- -------------------- ----------
<S> <C> <C> <C>
Charles B. Benham Vice President - 275,440 of record 3.1%
7234 So. Jellison Ct. Research & (247,940 indirectly(2)
Littleton, CO 80123 Development, and
Director
Mark S. Bohn Director 443,431 of record 3.6%
1614 Tamarac Drive (168,546 indirectly)(2)
Golden, CO 80401
Dennis L. Yakobson President, Chief 404,354 of record 3.9%
12544 W. 87th Avenue Executive Officer (253,700 indirectly)(2)
Arvada, CO 80005 and Director
Erich W. Tiepel Director 59,252 of record 1.3%
2494 Houston Waring Cir. (162,099 indirectly)(2)
Littleton, CO 80120
Ronald C. Butz Vice President, Chief 164,151 of record 4.6%
711 Marion Street Operating Officer, (617,372 indirectly)(2)(3)
Denver, CO 80218 Secretary and Director
D. Barry McKennitt Director 65,000 of record (4)
415 Hayward Mill Road (80,000 indirectly)
Concord, MA 01742
James P. Samuels Vice President - 127,875 of record 2.7%
1331 17th St., Suite 720 Finance, Treasurer, (335,000 indirectly)(5)
Denver, CO 80202 Chief Financial Officer
Frank L. Livingston Vice President, Okon, --- ---
6000 West 13th Avenue Inc.
Lakewood, CO 80214
All Directors and Officers and Directors 1,539,325 of record(3) 20.1%
Executive Officers (1,864,657 indirectly) (9.1% of
as a Group (8 persons) record)
<FN>
<F1> Does not include shares of common stock issuable upon any exercise of any stock options that
may hereafter be granted.
<F2> Includes shares of common stock underlying presently exercisable stock options and stock
purchase warrants.
<F3> Includes 369,432 shares of common stock held of record by his spouse as to which shares Mr. Butz
disclaims beneficial ownership and shares of common stock underlying presently exercisable stock
options and stock purchase warrants.
<F4> Less than one percent.
<F5> Shares of common stock underlying presently exercisable stock purchase warrants.
</FN>
</TABLE>
<PAGE>
PAGE 9
EXECUTIVE OFFICERS OF THE COMPANY
Certain information regarding the executive officers of the Company
follows:
<TABLE>
<CAPTION>
Officer
of the
Positions Held Company
Name Age With Company Since
- ---- --- -------------- -------
<S> <C> <C> <C>
Dennis L. Yakobson 60 President, Chief Executive 1981
Officer and Chairman of the
Board
Charles B. Benham 60 Vice President - Research & 1981
Development
Ronald C. Butz 59 Vice President, Chief 1984
Operating Officer, Secretary
and Director
James P. Samuels 50 Vice President - Finance, 1997
Treasurer, Chief Financial
Officer
Frank L. Livingston 54 Vice President, Okon, Inc. 1997
</TABLE>
James P. Samuels, Vice President - Finance, Treasurer and Chief
Financial Officer--
Mr. Samuels, age 50, has executive experience in general corporate
management, finance, sales and marketing, information technologies, and
consulting for both large companies and development stage businesses. He
received a Bachelor's degree in Business Administration from Lowell
Technological Institute, in 1970, and a Master of Business Administration
degree in 1972 from Suffolk University, Boston, Massachusetts, in 1972.
He completed an executive program in strategic market management through
Harvard University in Switzerland in 1984. From December 1995 through
April 1996, he provided consulting services in finance and securities law
compliance to Telepad Corporation, Herndon Virginia, a company engaged in
systems solutions for field force computing. From 1991 through August
1995, he served as chief financial officer, vice president-finance,
treasurer and director of Top Source, Inc., Palm Beach Gardens, Florida,
a development stage company engaged in developing and commercializing
state-of-the-art technologies for the transportation, industrial and
petrochemical markets. During that employment, he also served as
president of a subsidiary of Top Source, Inc. during 1994 and 1995. From
1989 to 1991, he was vice president and general manager of the Automotive
group of BML Corporation, Mississauga, Ontario, a privately-held company
engaged in auto rentals, car leasing, and automotive insurance. From
<PAGE>
PAGE 10
1983 through 1989, he was employed by Purolator Products Corporation, a
large manufacturer and distributor of automotive parts. He was president
of the Mississauga, Ontario branch from 1985 to 1989; a director of
marketing from 1984 to 1985; and director of business development and
planning during 1983 for the Rahway, New Jersey filter division
headquarters of Purolator Products Corporation. From 1975 to 1983, he
was employed by Bendix Automotive Group, Southfield, Michigan, a
manufacturer of automotive filters, electronics and brakes. He served in
various capacities, including group director for management consulting
services on the corporate staff, director of market research and
planning, manager of financial analysis and planning, and plant
controller at its Fram Automotive division. From 1973 to 1974, he was
employed by Bowmar Ali, Inc., Acton, Massachusetts, in various marketing
and financial positions, and in 1974 he was managing director of its
division in Wiesbaden, Germany.
Frank L. Livingston, Vice President and General Manager, Okon, Inc.
Mr. Livingston, age 54, received a Bachelor of Science degree in
Chemistry from Colorado State University in 1965. He worked for
Mallinckrodt Chemical Co. from 1965 to 1971. While at Mallinckrodt
Chemical Co., he worked as a process research chemist and formulator
prior to becoming a specialty marketing manager for the industrial
chemical division. From 1971 to 1975 Mr. Livingston was employed by
Gates Rubber Co. in Denver, Colorado as a sales and marketing manager for
a specialty chemical venture start-up business within the company. He
also worked as a research market analyst for the venture group. Projects
of the venture group included specialty chemicals, lead-acid battery
technology as well as rubber products made by the company for off-shore
oil exploration and production. Mr. Livingston joined Okon, Inc. in 1975
as sales manager and was promoted to Vice President of Sales in 1984.
Mr. Livingston also became a 24% owner of the company at that time. In
addition to his sales and marketing responsibilities, he was also
responsible for manufacturing and research and development for the
company. Mr. Livingston also served on the Board of Directors. With the
sale of Okon, Inc. to Rentech in 1997, Mr. Livingston became Vice
President and General Manager for Okon, Inc. and continues to serve on
Okon's Board of Directors.
The executive officers of the Company serve at the pleasure of the
Board of Directors and do not have fixed terms. Executive officers
generally are elected at the annual director meeting immediately
following the annual stockholder meeting. Any officer or agent elected
or appointed by the Board of Directors may be removed by the Board
whenever in its judgment the best interests of the Company will be served
thereby, without prejudice to contractual rights, if any, of the person
so removed.
There are no family relationships among the executive officers.
There are no arrangements or understandings between any officer and any
other person pursuant to which that officer was selected.
<PAGE>
PAGE 11
EXECUTIVE COMPENSATION
Employment Contracts
The Company employs Messrs. Yakobson, Benham and Butz pursuant to
employment contracts which extend through March 31, 1999. The contracts
provide for annual cost of living adjustments. Mr. Samuels is employed
pursuant to an employment contract that extends to December 31, 1998.
Mr. Livingston is employed according to a contract that extends to March
14, 2000.
The contracts provide that the individuals will serve in their
present capacities as officers, together with such duties,
responsibilities and powers as the Board of Directors may reasonably
specify. If the Company terminates employment early without cause, the
contracts provide for continuation of salary for the remainder of the
term or one year, whichever is more, as severance pay. No damages are
payable by an employee to the Company if the employee terminates his
employment before the end of the contract term. The contracts impose
obligations of confidentiality as well as covenants not to compete with
the Company for three years following termination of employment for any
reason whatsoever.
Cash Compensation
The following table shows all cash compensation paid or to be paid
by the Company or any of its subsidiaries, as well as other compensation
paid or accrued during the fiscal years indicated to the chief executive
officer and the four other highest paid executive officers of the Company
as of the end of the Company's last fiscal year whose salary and bonus
for such period in all capacities in which the executive officer served
exceeded $100,000.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards Payouts
--------------------------------- ------------------- -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Restricted All
Name and Annual Stock LTIP Other
Principal Bonus Compen- Award(2) Options/ Payouts Compen-
Position Year Salary($) ($) sation($) ($) SARs (#) ($) sation($)
- --------- ---- --------- ----- -------- ---------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dennis L. Yakobson, 1996 $ 60,937(1)(2) --- --- --- --- --- $166,200(7)
President, Chief 1995 102,486(3) --- --- --- --- --- 79,382(8)
Executive Officer 1994 105,516 --- --- --- --- --- 59,382(8)
Ronald C. Butz, 1996 $ 58,825(1)(4) --- --- --- --- --- 160,440(7)
Vice President 1995 98,934(5) --- --- --- --- --- 79,382(8)
Research & 1994 101,868 --- --- --- --- --- 59,382(8)
Development
Charles B. Benham, 1996 $ 58,825(1)(4) --- --- --- --- --- 160,440(7)
Vice President 1995 98,934(1)(5) --- --- --- --- --- 79,382(8)
Research & 1994 101,868 --- --- --- --- --- 59,382(8)
Development
James P. Samuels 1996 $ 17,500(6) --- --- --- --- --- ---
Vice President -
Finance, Treasurer
and Chief
Financial Officer
<PAGE>
PAGE 12
<FN>
<F1> The 1996 fiscal period consists of the nine months from January 1, 1996 to September 30, 1996.
<F2> In lieu of additional cash compensation, 124,650 shares of restricted stock were issued as compensation.
<F3> 1995 salary of $8,310 was deferred and was converted into 41,550 restricted shares of the Company's common
stock.
<F4> In lieu of additional cash compensation, 120,330 shares of restricted stock were issued as compensation.
<F5> 1995 salary of $8,022 was deferred and has been converted into 40,110 restricted shares of the Company's
common stock.
<F6> Employed starting May 1, 1996.
<F7> Warrants to purchase common shares at $.25 each expiring September 20, 1997 issued in lieu of additional cash
compensation.
<F8> No stock options or SARs were granted to the executive officers during 1994 or 1995. The figures shown result
from extensions during 1994 and 1995 of the expiration dates of stock options previously granted.
</FN>
</TABLE>
Option/SAR Exercises and Holdings
The following table sets forth information with respect to the named
executives, concerning the exercise of options and/or limited SARs during
the last fiscal year and unexercised options and limited SARs held as of
the end of the nine months from January 1, 1996 to September 30, 1996:
Aggregated Options/SAR Exercises
in Last Fiscal Year and FY-End Option/SAR Values:
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of Securities Value of
Shares Underlying Unexercised Unexercised In-the-Money
Acquired Value Options/SARs at FY-End (#) Options/SARs at FY End($)
Name on Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------- -------------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Dennis L. Yakobson --- --- 96,882(1) $-0-(1)
Ronald C. Butz --- --- 96,882(1) $-0-(1)
Charles C. Benham --- --- 96,882(1) $-0-(1)
James P. Samuels --- --- --- $-0-(1)
<FN>
<F1> Exercisable. The fiscal 1996 period consisted of the nine months from January 1, 1996
to September 30, 1996.
</FN>
</TABLE>
Option/SAR Repricings
There have been no adjustments or amendments to the exercise price
of stock options or SARs previously awarded to any of the named executive
officers, whether through amendment, cancellation or replacement grants
or any other means during the last fiscal period ended September 30,
1996.
<PAGE>
PAGE 13
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year*
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Individual Grants Appreciation for Option Term
(a) (b) (c) (d) (e) (f) (g) (h)
Number of % of Total Market
Securities Options/SARs Exercise Price on
Underlying Granted to or Base Date of Expi-
Options/SARs Employees in Price Grant ation
Name Granted(#) Fiscal Year ($/Sh) ($/Sh)* Date 0%($) 5%($) 10%
- ------------------ ------------ ------------ -------- -------- ----- ----- ---- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dennis L. Yakobson --- --- --- --- --- --- --- ---
Ronald C. Butz --- --- --- --- --- --- --- ---
Charles B. Benham --- --- --- --- --- --- --- ---
James P. Samuels --- --- --- --- --- --- --- ---
_____________
* The fiscal 1996 period consisted of the nine months from January 1, 1996 to September 30, 1996.
</TABLE>
Profit Sharing Plan
The Company has adopted a profit-sharing plan for the benefit of all
employees. The plan will be administered by a committee appointed by the
board of directors. Awards by the committee to its members will be
subject to approval by the disinterested members of the board of
directors. Awards are discretionary and shall not aggregate an amount in
excess of five percent of audited pre-tax earnings before depreciation,
amortization and extraordinary income for the preceding fiscal year.
However, bonuses are payable only if such pre-tax earnings exceed
$500,000 for the year, a condition that has not yet been met.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Erich W. Tiepel, a director, owns 50 percent of Resource
Technologies Group, Inc. The Company has contracted with Resource
Technologies Group to perform engineering services for $3,745, which was
discharged during the nine-month period ended September 30, 1996 through
issuance of 18,724 restricted shares of the Company's common stock and a
warrant expiring September 20, 1997 to purchase the same number of shares
of the common stock at $.25 per shares. There were no payments in fiscal
year 1995. Contract payments by the Company in 1994 were $149.
Mark S. Bohn, a director, performed engineering consulting services
for the Company during the nine months ended September 30, 1995 and, in
lieu of cash payment, was issued 91,046 shares of restricted stock and
warrants expiring September 20, 1997 for the purchase at $.25 per share
of the same number of shares of common stock as he was issued in lieu of
stock. During 1995 he performed engineering consulting services in the
amount of $11,976 and during 1994 in the amount of $8,904.
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PAGE 14
During the nine months ended September 30, 1996 certain sums that
the Company owed its officers for salaries were discharged by the
issuance of the Company's restricted common stock. The number of such
shares issued were 160,440 to Charles B. Benham, 160,440 to Ronald C.
Butz and 166,200 to Dennis L. Yakobson, respectively. Each of them were
also issued warrants expiring September 20, 1997 for the purchase at $.25
per share of the same number of shares of common stock as they were
issued in lieu of salary.
OTHER MATTERS TO BE VOTED UPON
Management does not know of any other matters to be brought before
the meeting. If any other matters not mentioned in the proxy statement
are property brought before the meeting, the individuals named in the
enclosed proxy intend to vote such proxy in accordance with their best
judgment on such matters.
COMPLIANCE WITH SECTION 16(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
The Company's executive officers and directors are required to file
reports of ownership and changes in ownership of the Company's securities
with the Securities and Exchange Commission as required under provisions of
the Securities Exchange Act of 1934. Based solely on the information
provided to the Company by individual directors and executive officers, the
Company believes that during the last fiscal year all directors and
executive officers have complied with applicable filing requirements.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected BDO Seidman, LLP as the independent
certified public accountants to audit the books, records and accounts of the
Company for its 1996 fiscal year. To the knowledge of management, neither
such firm nor any of its members has any direct or material indirect
financial interest in the Company nor any connection with the Company in any
capacity otherwise than as independent accountants.
A representative of BDO Seidman LLP is expected to be present at the
annual meeting of shareholders to answer proper questions and will be
afforded an opportunity to make a statement regarding the financial
statements.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1998 annual
meeting of Stockholders must be received by the Company on or before March
15, 1998, in order to be eligible for inclusion in the Company's proxy
statement and form of proxy. To be so included, a proposal must also comply
with all applicable provisions of Rule 14a-8 under the Securities Exchange
Act of 1934.
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PAGE 15
OTHER MATTERS
Management does not know of any other matters to be brought before the
annual meeting. If any other matters not mentioned in this proxy statement
are properly brought before the meeting, the individuals named in the
enclosed proxy intend to vote such proxy in accordance with their best
judgment on such matters.
By Order of the Board of Directors,
Ronald C. Butz, Secretary
April 23, 1997
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PAGE 16
PROXY RENTECH, INC. PROXY
1331 17th Street, Suite 720
Denver, Colorado 80202
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Linda D. Kansorka and Charles B. Benham
as proxies, each with the power to appoint his or her substitute and hereby
authorizes them to represent and to vote, as designated below, all the
shares of common stock of Rentech, Inc. held of record on April 22, 1997 by
the undersigned at the annual meeting of shareholders to be held at the
Adams Room, The Executive Tower Inn, 1405 Curtis Street, Denver, Colorado
on June 12, 1997 at 10:00 a.m. local time, and at any adjournment thereof.
1. ELECTION OF DIRECTOR / / FOR nominee listed below (except
as marked to the contrary below.)
/ / WITHHOLD AUTHORITY to vote for
nominee listed below.
For a three-year term to 2000 and until his successor is elected and
qualified:
Erich W. Tiepel
(INSTRUCTION: Mark only one box. To withhold authority to vote for
any individual nominee, write that nominee's name in the space provided
below.)
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2. In their discretion the proxies are authorized to vote upon such other
business as may properly come before the meeting.
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PAGE 17
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE NOMINEE LISTED ABOVE AS TO WHOM AUTHORITY TO VOTE HAS
NOT BEEN WITHHELD AND FOR ALL OTHER PROPOSALS.
Please sign exactly as name appears. When shares are held by joint tenants,
both should sign. When signing as attorney, as executor, administrator,
trustee or guardian, please give full title as such. If a corporation,
please sign in full corporate name by president or other authorized officer.
If a partnership, please sign in partnership name by authorized person.
Dated: , 1997
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Signature
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
