UNITED STATES
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): August 20, 2015 (August 17, 2015)
RENTECH, INC.
(Exact
name of registrant as specified in its charter)
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Colorado |
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1-15795 |
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84-0957421 |
(State or other jurisdiction
of incorporation) |
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(Commission
File No.) |
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(IRS Employer
Identification No.) |
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10877 Wilshire Boulevard, 10th
Floor Los Angeles, California |
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90024 |
(Address of principal executive offices) |
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(Zip Code) |
(Registrants telephone number, including area code): (310) 571-9800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13a-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On August 17, 2015, Rentech, Inc. (the Company) received notice from The NASDAQ Stock Market that it had failed to maintain
compliance with the $1.00 per share minimum bid price for 30 consecutive business days, as required under NASDAQ Listing Rule 5550(a)(2). This notice has no immediate effect on the Companys NASDAQ listing and the Companys shares will
continue to trade under the symbol RTK, subject to the Company regaining compliance as discussed below.
The Company will
regain compliance with the minimum bid requirement if at any time before February 16, 2016, the bid price for the Companys common stock (the Common Stock) closes at $1.00 per share or above for a minimum of 10 consecutive
business days. On August 20, 2015, the Company effected a one-for-ten reverse stock split that is expected to cause the Company to regain compliance with the minimum bid price and allow the Common Stock to continue trading uninterrupted on The
NASDAQ Stock Market.
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) The
Company filed, effective as of 12:01 am Mountain Time on August 20, 2015 (the Effective Time), Articles of Amendment to the Companys Amended and Restated Articles of Incorporation, as amended (the Articles of
Amendment), with the Secretary of State of the State of Colorado to effect a one-for-ten reverse stock split of the Common Stock (the Reverse Stock Split). At the Effective Time, every ten shares of issued and outstanding Common
Stock were automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share of Common Stock. The Articles of Amendment also effected a corresponding reduction in the number of authorized
shares of Common Stock from 450 million to 45 million. No fractional shares will be issued following the Reverse Stock Split. Any fractional share of Common Stock that would otherwise have resulted from the Reverse Stock Split will be converted
into a cash payment equal to such fraction multiplied by the closing trading price of the Common Stock on August 19, 2015, the last trading day immediately preceding the Effective Time of the Reverse Stock Split.
A copy of the Articles of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Trading of the Common Stock will continue on The NASDAQ Stock Market on a Reverse Stock Split-adjusted basis and the Companys trading
symbol, RTK, will not change as a result of the Reverse Stock Split. The new CUSIP number for the Common Stock following the Reverse Stock Split is 760112201.
Computershare Inc. is acting as exchange agent for the Reverse Stock Split. Shareholders holding their shares in book-entry form or through a
bank, broker or other nominee do not need to take any action in connection with the Reverse Stock Split, and will see the impact of the Reverse Stock Split automatically reflected in their accounts. Beneficial holders may contact their bank, broker
or nominee for more information. For those shareholders holding physical stock certificates, Computershare will send instructions for exchanging those certificates for shares held in book-entry form or for new certificates, in either case
representing the post-split number of shares. Computershare can be reached at (855) 396-2084.
Item 9.01 |
Financial Statements And Exhibits. |
(d) Exhibits
The following exhibits are filed herewith:
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Exhibit No. |
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Description of Exhibit |
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3.1 |
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Articles of Amendment to the Companys Amended and Restated Articles of Incorporation, as amended. |
SIGNATURES
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.
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RENTECH, INC. |
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Date: August 20, 2015 |
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By: |
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/s/ Colin M. Morris |
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Colin M. Morris |
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Senior Vice President and General Counsel |
Exhibit 3.1
ARTICLES OF AMENDMENT
TO THE
AMENDED AND
RESTATED
ARTICLES OF INCORPORATION, AS AMENDED,
OF
RENTECH, INC.
Rentech, Inc., a Colorado corporation having its principal office at 10877 Wilshire Blvd., 10th Floor, Los Angeles, California 90024 (hereinafter referred to as the Corporation), hereby certifies to the Secretary of State of the State of Colorado (the Colorado
Secretary of State) that:
FIRST: The Amended and Restated Articles of Incorporation of the Corporation were filed with
the Colorado Secretary of State on April 29, 2005 (the Articles).
SECOND: Articles of Amendment to the Articles
were filed with the Colorado Secretary of State on each of May 1, 2008, May 19, 2009, May 12, 2010, August 5, 2011 and April 9, 2014 (as so amended, the Amended Articles).
THIRD: The Corporation desires to amend its Amended Articles, in accordance with Section 7-110-106 of the Colorado Business
Corporation Act, as currently in effect, as hereinafter provided.
FOURTH: Upon the filing and effectiveness (the
Effective Time) pursuant to the Colorado Business Corporation Act of this amendment to the Amended Articles, (A) the Amended Articles are hereby amended by striking the reference to 450,000,000 in Article 4-1 and replacing it
with 45,000,000, and (B) pursuant to Article 4-2 of the Amended Articles, each ten (10) shares of Common Stock issued and outstanding immediately prior to the Effective Time or held by the Corporation as treasury stock immediately prior to
the Effective Time shall be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof (the Reverse Stock Split); provided
that no fractional shares shall be issued to any holder and that instead of issuing such fractional shares, the Corporation shall make a cash payment equal to the fair value of such fractional shares as of the Effective Time as determined by the
Board of Directors; and provided further that each outstanding certificate that immediately prior to the Effective Time represented shares of Common Stock (Old Certificates) shall at the Effective Time represent that number of
shares of Common Stock into which the shares of Common Stock represented by the Old Certificates shall have been combined, subject to the treatment of fractional shares as described above.
FIFTH: The preceding amendments to the Amended Articles were duly adopted by the Board of Directors on April 10, 2015 and July 29,
2015 and by the shareholders of the Corporation on June 17, 2015, pursuant to and in accordance with the Colorado Business Corporation Act and the Amended Articles.
SIXTH: The preceding amendments to the Amended Articles shall become effective as of 12:01 a.m. (Mountain Time) on August 20,
2015.
SEVENTH: The name and address of the individual who causes this document to be delivered for filing, and to whom the
Colorado Secretary of State may deliver notice with respect to this document is Marilyn Moll, c/o Holland & Hart LLP, 555 17th Street, Suite 3200, Denver, Colorado 80202, (303) 295-8258.
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RENTECH, INC. |
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By: |
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Name: |
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Colin Morris |
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Title: |
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Secretary |
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