As filed with the Securities and Exchange Commission on July 6, 1998
Registration No. 333-47317
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. ONE 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. 333-47317.
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 500,000 $1.625 $812,500 $239.69
Total 500,000 $812,500 $239.69
<FN>
<F1> Subject to adjustment pursuant to the anti-dilution provisions as allowed by Rule 416.
Additional shares to be registered are issued to ITN Energy Systems, Inc.
<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>
<PAGE>
PAGE 3
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 24th day of June, 1998.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
(signature)
----------------------- President, Chief Executive June 24, 1998
Dennis L. Yakobson Officer and Director
(signature)
----------------------- Director June 24, 1998
Mark S. Bohn
(signature)
----------------------- Vice President, Chief June 24, 1998
Ronald C. Butz Operating Officer,
Secretary and Director
(signature)
----------------------- Director June 24, 1998
Erich W. Tiepel
(signature)
----------------------- Vice President-Finance, and June 24, 1998
James P. Samuels Chief Financial Officer
by Dennis L. Yakobson
attorney in fact
</TABLE>
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. One to Registration Statement No. 333-47317 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.
July 2, 1998
Denver, Colorado
