U.S. Securities and Exchange Commission
Washington, D.C. 20549
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) September 28, 1999
RENTECH, INC.
(Exact name of registrant as specified in its charter)
Colorado 0-19260 84-0957421
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
1331 17th Street, Suite 720, Denver, Colorado 80202 80202
(Address of principal executive offices) (Zip Code)
(303) 298-8008
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
Rentech, Inc. issued 3,680,168 shares of its restricted common stock
to Dresser Engineers & Constructors, Inc. in exchange for 580,000 shares
of the restricted common stock of Dresser Engineers. The shares that
Rentech acquired represent 5% of the outstanding shares of Dresser
Engineers. The exchange of shares occurred on September 28, 1999 as a
tax-deferred exchange.
Dresser Engineers, a privately owned company with offices in Tulsa
and Houston, is in the business of serving the international oil and gas
industry with engineering, detail design, procurement, fabrication and
construction services. As part of the transaction, the two companies
agreed in principle that Dresser Engineers, through its wholly owned
subsidiary, Dresser Engineering Company, will have exclusive rights to
provide engineering services and to design and construct the synthesis
reactor modules for natural gas-to-liquids plants that use Rentech's
gas-to-liquids technology. The rights granted by Rentech to Dresser
Engineers exclude the exclusive rights previously granted to Texaco for
converting liquids and solids to liquid hydrocarbons, the
non-exclusive rights granted to Texaco and its affiliates for natural
gas, and the rights previously granted to Donyi Polo Petrochemicals Ltd.
to use Rentech's technology in India.
Rentech and Dresser Engineering Company are in the process of
preparing a license agreement to reflect the terms of their initial
agreement. In addition to that master license, separate licenses to use
the Rentech gas-to-liquids technology for individual plants will be
issued to Dresser Engineering Company for specific sites as projects are
identified, including one for a client of Dresser Engineering Company not
yet announced.
<PAGE>
PAGE 2
Rentech's management believes that the arrangement allows the two
companies to take advantage of each other's strengths to further develop
and jointly market the Rentech gas-to-liquids technology on a worldwide
basis. The companies intend to pursue small to medium-sized projects,
ranging from 500 to 20,000 barrels per day of liquid hydrocarbon
products. While the companies would be free to pursue larger projects,
both companies believe that small to medium size projects are economic
and represent a substantial portion of the near-term
gas-to-liquids technology market. Rentech believes its relationship
with Dresser provides a natural next step toward commercial deployment
of the Rentech gas-to-liquids technology.
Item 7. Financial Statements and Exhibits.
No financial statements, pro forma financial information or exhibits
for the assets acquired by Rentech are required.
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.
By: (signature)
------------------------------------
James P. Samuels, Vice President,
Date: October 12, 1999
