FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RENTECH, INC.
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(Exact name of registrant as specified in its charter)
Colorado 84-0957421
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(State of incorporation or (IRS Employer Identi-
organization fication Number)
1331 17th Street, Suite 720, Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock The American Stock Exchange
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and its effective pursuant
to General Instruction A.(c), check the following box. [ X ]
If the form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates:
(if applicable).
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Securities to be registered pursuant to Section 12(g) of the Act:
N/A
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The common stock of Rentech, Inc., $.01 par value, is being
registered by this form.
Capital Stock
The authorized capital stock of the Company consists of 100,000,000
shares of common stock, $.01 par value per share, and 1,000,000 shares of
preferred stock,$10.00 par value per share.
Common Stock
A quorum for purposes of meetings of common shareholders consists of
a majority of the issued and outstanding common shares. Once a quorum is
established, action of a routine nature may properly be taken by a
majority of the common shares represented in person or by proxy at that
meeting. However, most major corporate transactions, such as mergers,
consolidations, sales of all or substantially all assets, and certain
amendments to the articles of incorporation, require approval by the
holders of two-thirds of the issued and outstanding common shares
entitled to vote. A "super-majority" shareholder vote of common shares
is required for certain transactions not approved by the board of
directors, as subsequently described in this form under the section
heading called "Fair Price Provisions". All shares of common stock have
equal voting rights and, when validly issued and outstanding, have one
vote per share in all matters to be voted upon by shareholders. The
shares have no preemptive, subscription, conversion or redemption rights
and may only be issued as fully paid and nonassessable shares.
Cumulative voting in the election of directors is not allowed, which
means that the holders of a majority of the outstanding common shares
represented at any meeting at which a quorum is present will be able to
elect all the directors if they choose to do so and, in such event, the
holders of the remaining shares will not be able to elect any directors.
Dividends are payable when, as and if declared by the Board of Directors
out of funds legally available therefor. Each common shareholder on
liquidation of the Company is entitled to receive a pro rata share of the
Company's assets available for distribution to shareholders of common
stock.
Preferred Stock
The directors of the Company are authorized to issue up to 1,000,000
share of preferred stock, par value $10.00 per share. Material
provisions
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concerning the terms of any series of preferred stock that may be issued,
such as dividend rate, liquidation preference, conversion features and
voting rights, are determined by the Board of Directors of the Company at
the time of issuance of preferred stock. The preferred stock does not
include voting rights unless that provision is included when preferred
shares are issued by the Board of Directors, and then only in special
circumstances, such as upon default in payment of dividends on preferred
shares. Shares of preferred stock, if and when issued, may be expected
to have a priority over the common stock, both as to dividends and upon
liquidation.
Fair Price Provisions; Shareholder Rights Plan
Rentech's Articles of Incorporation contain several provisions that
may make a takeover of the Company by a third party more difficult.
These arrangements include: (i) classification of the Board of Directors
into three classes as nearly equal in size as practicable, with the
members of only one class to be elected annually for a three-year term;
(ii) directors may be removed without cause only with the approval of the
holders of two-thirds of the outstanding voting power of all common stock
of the Company; (iii) special meetings of shareholders may be called
only by the president, directors, or affirmative vote of 10% or more of
the voting power of the outstanding common stock of the Company; and
(iv) approval by the holders of two-thirds of the voting power of the
outstanding common stock of the Company is required for certain business
combinations of the Company with any holder of more than 10% of such
voting power or an affiliate of any such holder, unless the transaction
is either approved by at least a majority of the uninterested and
unaffiliated members of the Company's Board of Directors, or unless
certain minimum price and procedural requirements are met designed to
assure that all holders of common stock of the Company receive a fair
price for their shares. The Company also has a shareholder rights plan
which authorizes issuance to existing shareholders of substantial numbers
of preferred shares rights or shares of common stock in the event a third
party seeks to acquire control of a substantial block of the Company's
common stock. These provisions could deter an offer by a third party for
the purchase of some or all of the Company's outstanding securities and
could have the effect of entrenching management.
Item 2. Exhibits.
Copies of the following instruments defining rights of holders of
each class of the securities of Rentech, Inc. are incorporated in this
form by reference:
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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).
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).
Articles of Amendment dated December 4, 1998 to Articles of
Incorporation-Designation, Preferences and Rights of Series 1998-C
Participating Cumulative Preference Stock of Rentech, Inc. pertaining
to its Shareholder Rights Plan (incorporated herein by reference from
Exhibit No. EX-3.(I).4 to Registrant's Form 10-KSB filed with the
Securities and Exchange Commission on January 13, 1999).
Bylaws dated January 19, 1999 (incorporated herein by reference from
Exhibit No. EX-3.(ii) to Registrant's Form 10-KSB filed with the
Securities and Exchange Commission on January 12, 2000).
Shareholder Rights Plan dated November 10, 1998 (incorporated herein
by reference from the exhibits to Current Report on Form 8-K filed
with the Securities and Exchange Commission on November 19, 1998).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: April 4, 2000.
RENTECH, INC.
By: (signature)
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Dennis L. Yakobson, President
