Amended Securities Registration (section 12(b)) (8-a12b/a)
27 August 2015 - 6:21AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 2)
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
RENTECH, INC.
(Exact name of registrant as specified in its charter)
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Colorado |
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84-0957421 |
(State of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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10877 Wilshire Boulevard, 10th Floor
Los Angeles, California 90024
(310) 571-9800 |
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered |
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Name of each exchange on which
each class is to be registered |
Preferred Stock Purchase Rights |
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The NASDAQ Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. x
If this 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: N/A (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Explanatory Note
This amendment no. 2 to registration
statement on Form 8-A/A is filed with the Securities and Exchange Commission (the Commission) in connection with the completion on August 20, 2015 of Rentech, Inc.s (the Registrant) one-for-ten reverse stock split
(the Reverse Split) of its issued and outstanding shares of common stock (the Common Stock), together with a corresponding and proportionate reduction in the total number of shares of the Registrants authorized Common
Stock.
Item 1. Description of Registrants Securities to be Registered.
Item 1 of the Form 8-A filed by the Registrant on August 5, 2011, as amended by Amendment No. 1 to the Registration Statement on Form 8-A/A
filed by the Registrant on August 1, 2014, the text of which as so amended is incorporated herein by reference, is hereby further amended as follows:
In accordance with the Tax Benefit Preservation Plan, dated as of August 5, 2011, and as amended as of August 1, 2014 (the Rights Plan),
between the Registrant and Computershare Trust Company, N.A., as Rights Agent (Computershare), each share of Common Stock outstanding prior to the Reverse Split was accompanied by one right (each, a Right) to purchase from
the Registrant one ten-thousandth of a share of the Registrants Series D Junior Participating Preferred Stock, par value $10.00 per share (the Series D Preferred Stock), at a price of $3.75 per one ten-thousandth of a share of
Series D Preferred Stock, subject to certain anti-dilution adjustments (the Purchase Price). Pursuant to the adjustment mechanism set forth in Section 11.15 of the Rights Plan and upon the effectiveness of the Reverse Split, the
number of Rights associated with each share Common Stock was proportionately increased so that each share of Common Stock after effectiveness of the Reverse Split is accompanied by ten Rights.
The foregoing is a summary only of certain terms and conditions of the Rights Plan and is qualified in its entirety by reference to (i) the Tax Benefit
Preservation Plan, dated as of August 5, 2011, between the Registrant and Computershare, which is filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K dated August 5, 2011 and is incorporated herein by reference, and
(ii) the Amendment to Tax Benefit Preservation Plan, dated as of August 1, 2014, between the Registrant and Computershare, which is filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K dated August 1, 2014 and is
incorporated herein by reference.
Item 2. Exhibits.
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Tax Benefit Preservation Plan, dated as of August 5, 2011, between the Registrant and Computershare, which includes the Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Stock
as Exhibit C (incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K of the Registrant dated August 5, 2011). |
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Amendment to Tax Benefit Preservation Plan, dated as of August 1, 2014, between the Registrant and Computershare (incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K of the Registrant
dated August 1, 2014). |
SIGNATURE
Pursuant to the requirements of Section l2 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
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RENTECH, INC. |
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Date: August 26, 2015 |
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By: |
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/s/ Colin Morris |
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Colin Morris |
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Senior Vice President and General Counsel |
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