AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 2011
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RENTECH, INC.
(Exact name of Registrant as specified in its charter)
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Colorado
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84-0957421
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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10877 Wilshire Boulevard, Suite 600
Los Angeles, California 90024
(310) 571-9800
(Address of principal executive offices)
Rentech, Inc. Time Vesting Inducement Restricted Stock Unit Award for Colin Campbell
Rentech, Inc. Time Vesting Inducement Restricted Stock Unit Award for Eric Darmstaedter
(Full title of the Plans)
D. Hunt Ramsbottom
President and Chief Executive Officer
Rentech, Inc.
10877 Wilshire Boulevard, Suite 600
Los Angeles, California 90024
(Name and address of agent for service)
(310) 571-9800
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
þ
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Non-accelerated filer
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(Do not check if smaller reporting company)
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Smaller reporting company
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Amount of
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Amount to be
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Offering
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Aggregate Offering
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Registration
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Title of Securities to be Registered
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Registered (1)
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Price Per Share(2)
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Price
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Fee
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Common Stock, par value $0.01 per share, to be issued under the
above-captioned plans
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125,000
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$0.95
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$118,750.00
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$13.79
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(1)
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Pursuant to Rule 416 of the Securities Act, this Registration
Statement shall be deemed to cover any additional shares of Common
Stock of the Registrant to be offered or issued as a result of stock
splits, stock dividends or similar transactions.
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(2)
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This estimate is made pursuant to Rules 457(c) and 457(h) under the
Securities Act of 1933, as amended (the Securities Act), solely for
purposes of calculating the registration fee, on the basis of the
average of the high ($1.00) and low ($0.90) prices of the Registrants
Common Stock as reported on the NYSE AMEX on August 10, 2011.
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TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
*The information called for in Part I to be contained in the Section 10(a) prospectus is omitted
from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note
to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which were filed by the Registrant with the Securities and Exchange
Commission, are incorporated herein by reference:
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Annual Report on Form 10-K for the fiscal year ended September 30, 2010, as
amended by Amendment No. 1 thereto on Form 10-K/A;
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Quarterly Reports on Form 10-Q for the quarters ended December 31, 2010, March 31,
2011, and June 30, 2011;
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Current Reports on Form 8-K filed October 7, 2010, November 29, 2010, December 9,
2010, February 9, 2011, April 15, 2011, May 2, 2011, May 13, 2011, May 27, 2011, June
7, 2011, June 14, 2011 and August 5, 2011; and
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the description of the Registrants Common Stock contained in the Registrants
Registration Statement on Form 8-A filed under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the Exchange Act).
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All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part of this Registration Statement from the date of the filing of
such documents. The Registrant is not, however, incorporating by reference any documents or
portions thereof, whether specifically listed above or filed in the future, that are not deemed
filed with the SEC or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or
certain exhibits furnished pursuant to Item 9.01 of Form 8-K.
Any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained in this Registration Statement, or in any other subsequently
filed document which also is or is deemed to be incorporated by reference in this Registration
Statement, modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not Applicable.
2
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 7-108-402 of the Colorado Business Corporation Act provides, generally, that the
articles of incorporation of a Colorado corporation may contain a provision eliminating or limiting
the personal liability of a director to the corporation or its shareholders for monetary damages
for breach of fiduciary duty as a director; except that any such provision may not eliminate or
limit the liability of a director (i) for any breach of the directors duty of loyalty to the
corporation or its shareholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) acts specified in Section 7-108-403
(concerning unlawful distributions), or (iv) any transaction from which a director directly or
indirectly derived an improper personal benefit. The articles of incorporation may not eliminate or
limit the liability of a director for any act or omission occurring prior to the date on which the
provision becomes effective. The Registrants articles of incorporation contain a provision
eliminating liability as permitted by the statute. The Registrants articles of incorporation
further provide that its directors and officers will not be held personally liable for any injury
to persons or property caused by a tort committed by any of its employees unless either (i) the
director or officer was personally involved in the situation leading to the litigation or (ii) the
director or officer committed a criminal offense in connection with the litigation.
Section 7-109-103 of the Colorado Business Corporation Act provides that a Colorado
corporation must indemnify a person (i) who is or was a director of the corporation or an
individual who, while serving as a director of the corporation, is or was serving at the
corporations request as a director, officer, agent, associate, employee, fiduciary, manager,
member, partner, promoter, trustee of, or similar position with, another corporation or other
entity or of any employee benefit plan (a Director) or officer of the corporation and (ii) who
was wholly successful, on the merits or otherwise, in defense of any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative
and whether formal or informal (a Proceeding), in which the Director was a party, against
reasonable expenses incurred by him or her in connection with the Proceeding, unless such indemnity
is limited by the corporations articles of incorporation. The Registrants articles of
incorporation do not contain any such limitation.
Section 7-109-102 of the Colorado Business Corporation Act provides, generally, that a
Colorado corporation may indemnify a person made a party to a Proceeding because the person is or
was a Director, against any obligation incurred with respect to a Proceeding, to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit
plan) or reasonable expenses incurred in the Proceeding if the Director conducted himself or
herself in good faith and the Director reasonably believed, in the case of conduct in an official
capacity with the corporation, that the Directors conduct was in the corporations best interests
and, in all other cases, the Directors conduct was at least not opposed to the corporations best
interests and, with respect to any criminal proceedings, the Director had no reasonable cause to
believe that his or her conduct was unlawful. The Registrants articles of incorporation mandate
such indemnification except with respect to actions by or in the right of the Registrant in which a
Director is adjudged liable to the Registrant. A corporation may not indemnify a Director in
connection with any Proceeding charging the Director derived an improper personal benefit, whether
or not involving actions in an official capacity, in which Proceeding the Director was judged
liable on the basis that he derived an improper personal benefit.
Section 7-109-105 of the Colorado Business Corporation Act authorizes a court of competent
jurisdiction to order indemnification if it determines that the Director is (i) entitled to
mandatory indemnification under Section 7-109-103 (in which case the court also shall order the
Colorado corporation to pay the Directors reasonable expenses incurred to obtain court-ordered
indemnification) or (ii) fairly and reasonably entitled to indemnification in view of all of the
relevant circumstances, whether or not the Director met the standard of conduct under Section
7-109-102 or was adjudged liable in an action by or in the right of the Registrant. or on the
basis that he derived an improper personal benefit (except that the indemnification in these
circumstances is limited to the reasonable expenses incurred in connection with the Proceeding and
reasonable expenses incurred to obtain court-ordered indemnification).
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Under Section 7-109-107 of the Colorado Business Corporation Act, unless otherwise provided in
its articles of incorporation, a Colorado corporation may indemnify and advance expenses to an
officer, employee, fiduciary, or agent of the corporation to the same extent as a Director and may
indemnify such a person who is not a Director to a greater extent, if not inconsistent with public
policy and if provided for by its bylaws, general or specific action of its board of directors or
shareholders, or contract. The Registrants articles of incorporation provide for indemnification
of its officers, employees, fiduciaries and agents to the same extent as its directors.
Section 7-109-104 of the Colorado Business Corporation Act authorizes a Colorado corporation
to pay expenses incurred in defending a Proceeding in advance of the final disposition of the
Proceeding if the Director, officer, employee, fiduciary or agent undertakes in writing to repay
the amount if it is a ultimately determined that such person did not meet the statutory standards
of conduct and a determination is made that the facts then known to those making the determination
would not preclude indemnification under the Colorado Business Corporation Act.
Section 7-109-106 of the Colorado Business Corporation Act provides that the determination
that a Director or other person is entitled to indemnification or advancement of expenses under the
Act is to be made by (i) the board of directors by a majority vote of those present at a meeting at
which a quorum is present (and only those directors not parties to the Proceeding shall be counted
in satisfying the quorum), (ii) if a quorum cannot be obtained, by a majority vote of a committee
of the board, which shall consist of two or more directors not parties to the Proceeding (except
that directors who are parties to the Proceeding may participate in the designation of the
directors for the committee) or (iii) by the corporations shareholders. With respect to clauses
(i) and (ii), if a quorum of the board cannot be obtained and a committee cannot be established (or
even if quorum is obtained or a committee is designated), if a majority of the directors
constituting such quorum or such committee so directs, the determination required to be made under
the Act must be made by independent legal counsel selected by a vote of the board or committee
constituted in the manner contemplated in the preceding sentence or if a quorum cannot be obtained
and a committee cannot be established, by independent legal counsel selected by a majority vote of
the full board of directors. Authorization of indemnification and advancement of expenses must be
made in the same manner as the determination that indemnification or advancement of expenses is
permissible; except that, if the determination that indemnification or advancement of expenses is
permissible is made by independent legal counsel, authorization of indemnification and advancement
of expenses is to be made by the body that selected such counsel.
The Registrant has obtained policies of directors and officers liability insurance. This
policy insures the Registrants directors and officers against the cost of defense, settlement or
payment of a judgment under certain circumstances.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following is a list of exhibits filed as part of this Registration Statement and
incorporated herein:
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Exhibit
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Number
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Description
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4.1
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Amended and Restated Articles of Incorporation, dated April 29, 2005
(incorporated by reference to Exhibit 3(i) to Quarterly Report on Form
10-Q, for the quarterly period ended March 31, 2005, filed May 9, 2005).
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4.2
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Articles of Amendment to Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to Quarterly Report on Form
10-Q, for the quarterly period ended March 31, 2008, filed May 9, 2008).
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4
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Exhibit
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Number
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Description
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4.3
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Articles of Amendment to Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K
filed on May 22, 2009).
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4.4
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Articles of Amendment to Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K
filed on May 14, 2010).
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4.5
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Articles of Amendment to Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K
filed on August 5, 2011).
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4.6
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Tax Benefit Preservation Plan, dated as of August 5, 2011, Rentech, Inc.
and Computershare Trust Company, N.A., which includes the Form of Right
Certificate as Exhibit B and the Summary of Rights to Purchase Preferred
Shares as Exhibit C (incorporated by reference to Exhibit 4.1 to Current
Report on Form 8-K filed on August 5, 2011).
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4.7
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Bylaws dated November 30, 2004 (incorporated by reference to Exhibit
3(ii) to Annual Report on Form 10-K for the year ended September 30,
2004, filed December 9, 2004).
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5.1
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Opinion of Holland & Hart LLP, Colorado Counsel of the Registrant.
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10.1
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Form of Rentech, Inc. Time Vesting Inducement Restricted Stock Unit Award.
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23.1
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Consent of PricewaterhouseCoopers LLP.
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23.2
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Consent of Ehrhardt Keefe Steiner & Hottman P.C.
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23.3
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Consent of Holland & Hart LLP (included in Exhibit 5.1 hereto).
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24.1
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Power of Attorney (included in the signature page hereto).
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Item 9. Undertakings
1. The undersigned Registrant hereby undertakes:
(a) 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;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this
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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the Calculation of Registration Fee table in the effective registration
statement; and
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to such information in
this Registration Statement;
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this Registration
Statement;
5
(b) That, for the purpose of determining any liability under the Securities Act, 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
(c) 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.
2. The undersigned Registrant hereby undertakes that, for the purposes of determining any
liability under the Securities Act, each filing of the Registrants annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plans annual report pursuant to Section 15d of the Exchange Act) that is incorporated by
reference in this 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.
3. Insofar as indemnification for liabilities arising under the Securities Act 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 SEC such
indemnification is against public policy as expressed in the Securities 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 such 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 whether such
indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Los Angeles, State of California, on this 11th day of August, 2011
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RENTECH, INC.
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By:
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/s/ D. Hunt Ramsbottom
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D. Hunt Ramsbottom, President, Chief
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Executive Officer and Director
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints D. Hunt Ramsbottom and Colin M. Morris, and each of them acting
individually, as his true and lawful attorneys-in-fact and agents, with full power of each to act
alone, with full powers of substitution and re-substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power
and authority to do and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully for all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
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Signature
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Title
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Date
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/s/ D. Hunt Ramsbottom
D. Hunt Ramsbottom
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Director, President and Chief
Executive Officer
(Principal Executive Officer)
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August 11, 2011
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/s/ Dan J. Cohrs
Dan J. Cohrs
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Chief Financial Officer
(Principal Financial Officer)
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August 11, 2011
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/s/ Eileen Ney
Eileen Ney
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Chief Accounting Officer
(Principal Accounting Officer)
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August 11, 2011
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/s/ Halbert S. Washburn
Halbert S. Washburn
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Chairman of the Board
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August 11, 2011
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/s/ Michael S. Burke
Michael S. Burke
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Director
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August 11, 2011
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/s/ Edward M. Stern
Edward M. Stern
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Director
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August 11, 2011
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Signature
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Title
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Date
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/s/ Michael R. Ray
Michael R. Ray
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Director
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August 11, 2011
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/s/ Dennis L. Yakobson
Dennis L. Yakobson
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Director
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August 11, 2001
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/s/ Ronald M. Sega
Ronald M. Sega
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Director
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August 11, 2011
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/s/ John A. Williams
John A. Williams
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Director
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August 11, 2011
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/s/ Wesley K. Clark
Wesley K. Clark
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Director
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August 11, 2011
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INDEX TO EXHIBITS
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Exhibit
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Number
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Description
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4.1
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Amended and Restated Articles of Incorporation, dated April 29, 2005
(incorporated by reference to Exhibit 3(i) to Quarterly Report on Form
10-Q, for the quarterly period ended March 31, 2005, filed May 9, 2005).
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4.2
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Articles of Amendment to Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to Quarterly Report on Form
10-Q, for the quarterly period ended March 31, 2008, filed May 9, 2008).
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4.3
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Articles of Amendment to Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K
filed on May 22, 2009).
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4.4
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Articles of Amendment to Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K
filed on May 14, 2010).
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4.5
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Articles of Amendment to Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K
filed on August 5, 2011).
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4.6
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Tax Benefit Preservation Plan, dated as of August 5, 2011, Rentech, Inc.
and Computershare Trust Company, N.A., which includes the Form of Right
Certificate as Exhibit B and the Summary of Rights to Purchase Preferred
Shares as Exhibit C (incorporated by reference to Exhibit 4.1 to Current
Report on Form 8-K filed on August 5, 2011).
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4.7
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Bylaws dated November 30, 2004 (incorporated by reference to Exhibit
3(ii) to Annual Report on Form 10-K for the year ended September 30,
2004, filed December 9, 2004).
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5.1
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Opinion of Holland & Hart LLP, Colorado Counsel of the Registrant.
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10.1
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Form of Rentech, Inc. Time Vesting Inducement Restricted Stock Unit Award.
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23.1
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Consent of PricewaterhouseCoopers LLP.
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23.2
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Consent of Ehrhardt Keefe Steiner & Hottman P.C.
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23.3
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Consent of Holland & Hart LLP (included in Exhibit 5.1 hereto).
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24.1
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Power of Attorney (included in the signature page hereto).
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