As filed with the Securities and Exchange Commission on January 29, 1998
Registration No. 333-35571
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. THREE 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. / /
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 5,295,303 $0.31 $1,641,544 $566.05
Common Stock Under- 719,500 $0.31 $ 223,045 $ 76.91
lying Stock Purchase
Warrants
Common Stock Under- 392,215 $1.03 $ 404,472 $139.47
lying Stock Purchase
Warrants added in
Amendment No. Two
Total 6,409,018 $2,269,061 $782.43
<FN>
<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 within five days of
the respective filing dates, pursuant to Rule 457(c). Estimated solely for the purpose
of calculating the registration fee pursuant to Rule 457(c).
</FN>
</TABLE>
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date or dates as
the Commission, acting pursuant to said Section 8(a), may determine.
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 by reference
from Registrant's Form S-3 Registration Statement No. 333-35571,
Exhibit 1, filed with the Securities and Exchange Commission on
September 12, 1997).
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 by reference from
Registrant's Form S-3 Registration Statement No. 333-35571, Exhibit 5,
filed with the Securities and Exchange Commission on September 12, 1997).
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 Articles of Organization of ITN Electronic Substrates LLC dated August 4,
1997 (incorporated herein by reference from the exhibits to Registrant's
Amendment No. One on Form 10-KSB/A dated October 31, 1997 to Form 10-KSB
for the Transition Period ended September 30, 1996).
EX-10.7 License to Donyi Polo Petrochemicals Pty dated June 25, 1994
(incorporated herein by reference from the exhibits to Registrant's
Amendment No. One on Form 10-KSB/A dated October 31, 1997 to Form 10-KSB
for the Transition Period ended September 30, 1996).
EX-23.1 Consent of Independent Certified Public Accountants.
EX-23.2 Consent of Brega & Winters P.C. (included in Exhibit 5) (incorporated
herein by reference from the exhibits to Registrant's Registration
Statement No. 333-35571 filed with the Securities and Exchange Commission
on September 12, 1997).
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 Report of Independent Certified Public Accountants (incorporated herein by
reference from the exhibits to Registrant's Annual Report on Form
10-KSB for the fiscal year ended September 30, 1997 and for the nine
months ended September 30, 1996, filed with the Securities and Exchange
Commission on December 29, 1997).
</TABLE>
<PAGE>
PAGE 3
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 4
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 29th day of January, 1998.
RENTECH, INC.
(signature)
By: ---------------------------------
Dennis L. Yakobson, President
<PAGE>
PAGE 5
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
(signature)
- ------------------------- President, Chief Executive January 29, 1998
Dennis L. Yakobson Officer and Director
(signature)
- ------------------------- Director January 29, 1998
Mark S. Bohn
by Dennis L. Yakobson,
attorney in fact
(signature)
- ------------------------- Vice President, Chief January 29, 1998
Ronald C. Butz Operating Officer,
By Dennis L. Yakobson, Secretary and Director
attorney in fact
(signature)
- ------------------------- Director January 29, 1998
Erich W. Tiepel
by Dennis L. Yakobson
attorney in fact
(signature)
- ------------------------- Vice President-Finance, and January 29, 1998
James P. Samuels Chief Financial Officer
</TABLE>
<PAGE>
PAGE 6
<TABLE> EXHIBIT INDEX
<CAPTION>
Exhibit Sequential
Number Document Page Number
<S> <C> <C>
EX-1 Form of Certificate of Selling Shareholders (incorporated by reference
from Registrant's Form S-3 Registration Statement No. 333-35571,
Exhibit 1, filed with the Securities and Exchange Commission on
September 12, 1997).
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 by reference from
Registrant's Form S-3 Registration Statement No. 333-35571, Exhibit 5,
filed with the Securities and Exchange Commission on September 12, 1997).
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
reference 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 Articles of Organization of ITN Electronic Substrates LLC dated August 4,
1997 (incorporated herein by reference from the exhibits to Registrant's
Amendment No. One on Form 10-KSB/A dated October 31, 1997 to Form 10-KSB
for the Transition Period ended September 30, 1996).
EX-10.7 License to Donyi Polo Petrochemicals Pty dated June 25, 1994
(incorporated herein by reference from the exhibits to Registrant's
Amendment No. One on Form 10-KSB/A dated October 31, 1997 to Form 10-KSB
for the Transition Period ended September 30, 1996).
<PAGE>
PAGE 7
EX-23.1 Consent of Independent Certified Public Accountants.
EX-23.2 Consent of Brega & Winters P.C. (included in Exhibit 5) (incor-
porated herein by reference from the exhibits to Registrant's
Registration Statement No. 333-35571 filed with the Securities and
Exchange Commission on September 12, 1997).
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 Report of Independent Certified Public Accountants (incorporated herein
by reference from the exhibits to Registrant's Annual Report on
Form 10-KSB for the fiscal year ended September 30, 1997, and for
the nine months ended September 30, 1996, filed with the Securities
and Exchange Commission on December 29, 1997).
</TABLE>
APPENDIX
On the Prospectus cover there is a red herring running vertically on
the left-hand side of the page. It reads as follows:
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be
sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
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 Amendment No. Three to
Registration Statement No. 333-35571 of Rentech, Inc. on Form S-3 of
our report dated November 26, 1997 relating to the consolidated
financial statements (which contained an explanatory paragraph relative
to the going concern uncertainty) appearing in the Annual Report on
Form 10-KSB of Rentech, Inc. for the year ended September 30, 1997 and
for the nine months ended September 30, 1996, and to the reference to
us under the heading "Experts" in the Prospectus, which is part of such
Registration Statement.
BDO Seidman, L.L.P.
January 29, 1998
Denver, Colorado
