SECURITIES AND EXCHANGE COMMISSION,
Washington, DC 20549
SCHEDULE 13E-3
(RULE 13E-100)
TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
Renegy Holdings, Inc.
Renegy Holdings, Inc.
(Name of Persons Filing Statement)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
75845J 109
(CUSIP Number of Class of Securities)
Renegy Holdings, Inc.
3418 North Val Vista Drive
Mesa, Arizona 85213
(480) 556-5555
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and
Communication on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
|
|
|
|
|
a.
|
|
þ
|
|
The filing of solicitation materials or an information statement subject to Regulation 14A,
Regulation
14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
|
b.
|
|
o
|
|
The filing of a registration statement under the Securities Act of 1933.
|
c.
|
|
o
|
|
A tender offer.
|
d.
|
|
o
|
|
None of the above.
|
Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies:
þ
Check the following box if the filing is a final amendment reporting the results of the
transaction:
o
Calculation of Filing Fee
|
|
|
Transaction valuation*
|
|
Amount of filing fee**
|
|
|
|
$
[
]
|
|
$[
]
|
|
|
|
*
|
|
Estimated maximum price to be paid in lieu of fractional shares of common stock to person who
would hold less than one whole share of common stock of record after the proposed reverse stock
split and based on an amount per share equal to the product obtained by multiplying (A) $
[
]
by (B) the total number of shares of common stock owned by all such stockholders of record
immediately prior to the reverse stock split.
|
|
**
|
|
Determined pursuant to Rule 0-11(b)(1) as $
[
]
multiplied by 0.000107.
|
o
|
|
Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
INTRODUCTION
Renegy Holdings, Inc., a Delaware corporation (Renegy, the Company, our, we) is proposing
that Renegys stockholders adopt amendments to Renegys Amended and Restated Certificate of
Incorporation to effect a reverse/forward stock split transaction. The Company is submitting two
possible stock split ratios to stockholders for approval. The Companys Board of Directors (the
Board) will have the discretion to determine which of the two ratios to use depending on the
stockholder base at the time of filing the proposed amendments to the Certificate of Incorporation.
If the split transaction is completed, our stockholders of record who hold only fractional shares
after giving effect to either a 1-for-[ ] or 1-for-[
]
reverse stock split, as determined
by the Board, will receive a payment of $
[
]
per share for each pre-split share. If the split
transaction is completed, stockholders of record with fewer than either [ ] or [ ] shares,
as applicable, prior to the reverse stock split will have no continuing interest in Renegy as a
stockholder and will become entitled only to a cash payment for their shares. Renegy expects to
pay approximately $
[
]
to its stockholders in the aggregate in the reverse stock split.
After Renegy completes the reverse stock split and identifies those stockholders entitled to
payment for their pre-split shares, it will complete a forward stock split in which each share of
common stock will be converted into either [ ]-for-1 or [ ]-for-1 shares of common stock
post-split, as determined by the Board. As a result, stockholders of record who hold more than
either [ ]or [ ] shares prior to the split transaction will ultimately hold the same number
of shares following the split transaction as they held prior to the split transaction. The effect
of the split transaction will be to reduce the number of stockholders of record to less than 300,
which will allow Renegy to suspend its reporting obligations under the Securities Exchange Act of
1934, as amended (the Exchange Act).
This Rule 13e-3 Transaction Statement on Schedule 13E-3 is being filed by Renegy pursuant to
section 13(e) of the Exchange Act and Rule 13e-3 thereunder.
This Schedule 13E-3 is being filed with the Securities and Exchange Act Commission (SEC) and
includes a preliminary proxy statement filed by Renegy pursuant to Regulation 14A under the
Exchange Act, pursuant to which the holders of the common stock of Renegy will be given notice of
the special meeting at which they will be asked to approve the reverse and forward stock splits,
and to transact any other business properly brought before the special meeting.
The information contained in the proxy statement is hereby expressly incorporated herein by
reference and the responses to each Item are qualified in their entirety by reference to the
information contained in the proxy statement. As of the date hereof, the proxy statement is in
preliminary form and is subject to completion or amendment. This Schedule 13E-3 will be further
amended to reflect such completion or amendment of the proxy statement.
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This Schedule 13E-3 (and the documents that have been incorporated herein by reference) contain
forward-looking statements and information with respect to the financial condition, results of
operations, and business of the Company. These forward-looking statements are not guarantees of
future performance and involve risks and uncertainties and are based on the beliefs and assumptions
of the management of the Company and on information available to management at the time these
disclosures were prepared. These statements might be identified by the use of words or phrases
such as will likely result, are expected to, anticipate, estimate, project, or similar
expressions. You should not place undue reliance on forward-looking statements that reflect
managements view only on the date hereof. A number of important factors could cause actual
results to differ materially from those in the forward-looking statements. We undertake no
responsibility or obligation to update any such forward-looking statements.
2
TABLE OF CONTENTS
TRANSACTION STATEMENT
Item 1. Summary Term Sheet.
The information required by this Item is set forth in Exhibit (a) hereto (the Proxy Statement),
under the section entitled SUMMARY TERM SHEET, and is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address.
The Name of the subject company is Renegy Holdings, Inc. (Renegy). Renegy is a Delaware
corporation with its principal place of business located at 3418 North Val Vista Drive, Mesa,
Arizona 85213. Renegys telephone number is (480) 556-5555.
(b) Securities.
The subject class of equity securities is Renegys common stock, par value $0.001 (the Common
Stock). There were 6,293,312 shares of Common Stock outstanding on January 12, 2009.
(c) Trading Market and Price.
The information set forth in the section of the Proxy Statement entitled MARKET PRICE OF COMMON
STOCK AND RELATED INFORMATION Market Information is incorporation herein by reference.
(d) Dividends.
The information set forth in the section of the Proxy Statement entitled MARKET PRICE OF COMMON
STOCK AND RELATED INFORMATION Dividends is incorporated herein by reference.
(e) Prior Public Offerings.
None.
(f) Prior Stock Purchases.
The information set forth in the sections of the Proxy Statement entitled MARKET PRICE OF COMMON
STOCK AND RELATED INFORMATION Common Stock Repurchase Information and MARKET PRICE OF COMMON
STOCK AND RELATED INFORMATION Purchases by Directors and Executive Officers is incorporated
herein by reference.
Item 3. Identity and Background of Filing Person.
(a) Name and Address.
Renegy is the filing person and the subject company. Renegys address and telephone number are
provided in Item 2(a) above. Renegys executive officers and directors are set forth below.
|
|
|
Executive Officers
|
|
|
|
|
|
Robert M. Worsley
|
|
Chief Executive Officer
|
Hugh W. Smith
|
|
President and Chief Operating Officer
|
Robert W. Zack
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
Board of Directors
|
|
|
3
|
|
|
Robert M. Worsley
|
|
Chairman and Director
|
Ricardo B. Levy
|
|
Lead Independent Director
|
Richard A. Abdoo
|
|
Director
|
William B. Ellis
|
|
Director
|
Susan F. Tierney
|
|
Director
|
The address of each executive officer and director of Renegy is c/o Renegy Holdings, Inc., 3418
North Val Vista Drive, Mesa, Arizona 85213 and the business telephone number of each executive
officer and director of Renegy is (480) 556-5555.
(b) Business and Background of Entities.
Not applicable.
(c) Business and Background of Natural Persons.
The information set forth in the Proxy Statement under the section entitled EXECUTIVE OFFICERS AND
DIRECTORS is hereby incorporation herein by reference.
Each director is a United States citizen. Neither Renegy, nor, to our knowledge, any of the
directors or executive officers have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or have been a party to any judicial or administrative
proceeding (except for matters that were dismissed without sanction or settlement) that resulted in
a judgment, decree, or final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of federal or state
securities laws.
Item 4. Terms of Transaction.
(a) Material Terms.
The information set forth in the sections of the Proxy Statement entitled SUMMARY AND STRUCTURE,
SPECIAL FACTORS Reason for Transaction and Timing of the Transaction, SPECIAL FACTORS Effects
of the Transaction, ADDITIONAL INFORMATION REGARDING THE TRANSACTION Material Federal Income Tax
Consequences, and ADDITIONAL INFORMATION REGARDING THE TRANSACTION Stockholder Approval is
incorporated herein by reference.
(c) Different Terms.
The information set forth in the sections of the Proxy Statement entitled SPECIAL FACTORS Effects
of the Transaction and ADDITIONAL INFORMATION REGARDING THE TRANSACTION Special Interests of the
Affiliated Persons is incorporated herein by reference.
(d) Appraisal Rights.
The information set forth in the section of the Proxy Statement entitled ADDITIONAL INFORMATION
REGARDING THE TRANSACTION Unavailability of Appraisal or Dissenters Rights is incorporated
herein by reference.
(e) Provisions for Unaffiliated Security Holders.
Renegy has not made any provision to grant its unaffiliated security holders access to the
corporate files of Renegy or to obtain counsel or appraisal services for such unaffiliated security
holders at the expense of Renegy.
(f) Eligibility for Listing or Trading.
Not applicable.
4
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Transactions.
The information set forth in the section of the Proxy Statement entitled TRANSACTIONS WITH RELATED
PERSONS is incorporated herein by reference.
(b) Significant Corporate Events.
The information set forth in the section of the Proxy Statement entitled TRANSACTIONS WITH RELATED
PERSONS is incorporated herein by reference.
(c) Negotiations or Contacts.
The information set forth in the sections of the Proxy Statement entitled SPECIAL FACTORS
Background/Alternatives to the Transaction and TRANSACTIONS WITH RELATED PERSONS and is
incorporated herein by reference.
(e) Agreements Involving the Subject Companys Securities.
The information set forth in the sections of the Proxy Statement entitled PRINCIPAL STOCKHOLDERS
Security Ownership of Principal Stockholders and Management and TRANSACTIONS WITH RELATED
PERSONS is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(b) Use of Securities Acquired.
The information set forth in the section of the Proxy Statement entitled SPECIAL FACTORS Effects
of the Transaction is incorporated herein by reference.
(c) Plans.
The information set forth in the sections of the Proxy Statement entitled SPECIAL FACTORS
Background/Alternatives to the Transaction, SPECIAL FACTORS Effects of the Transaction and
PLANS OR PROPOSALS is incorporated herein by reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) Purposes.
The information set forth in the section of the Proxy Statement entitled SPECIAL FACTORS Purpose
of the Transaction is incorporated herein by reference.
(b) Alternatives.
The information set forth in the section of the Proxy Statement entitled SPECIAL FACTORS
Background/Alternatives to the Transaction is incorporated herein by reference.
(c) Reasons.
The information set forth in the section of the Proxy Statement entitled SPECIAL FACTORS Reasons
for Transaction and Timing of Transaction is incorporated herein by reference.
(d) Effects.
5
The information set forth in the sections of the Proxy Statement entitled SPECIAL FACTORS Effects
of the Transaction and ADDITIONAL INFORMATION REGARDING
THE TRANSACTION Material Federal Income
Tax Consequences is incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a) Fairness.
The information set forth in the section of the Proxy Statement entitled SPECIAL FACTORS Fairness
of the Transaction is incorporated herein by reference.
(b) Factors Considered in Determining Fairness.
The information set forth in the section of the Proxy Statement entitled SPECIAL FACTORS Fairness
of the Transaction is incorporated herein by reference.
(c) Approval of Security Holders.
The information set forth in the section of the Proxy Statement entitled ADDITIONAL INFORMATION
REGARDING THE TRANSACTION Stockholder Approval is incorporated herein by reference.
(d) Unaffiliated Representative.
The information set forth in the section of the Proxy Statement entitled SPECIAL FACTORS Fairness
of the Transaction is incorporated herein by reference.
(e) Approval of Directors.
The information set forth in the section of the Proxy Statement entitled SPECIAL FACTORS Fairness
of the transaction is incorporated herein by reference.
(f) Other Offers.
None.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a) Report, Opinion or Appraisal.
None.
(b) Preparer and Summary of the Report, Opinion or Appraisal.
Not applicable.
(c) Availability of Documents.
Not applicable.
Item 10. Source and Amounts of Funds or Other Consideration.
(a) Source of Funds.
The information set forth in the section of the Proxy Statement entitled ADDITIONAL INFORMATION
REGARDING THE TRANSACTION Source of Funds and Expenses is incorporated herein by reference.
6
(b) Conditions.
None.
(c) Expenses.
The information set forth in the section of the Proxy Statement entitled ADDITIONAL INFORMATION
REGARDING THE TRANSACTION Source of Funds and Expenses is incorporated herein by reference.
(d) Borrowed Funds.
The information set forth in the section of the Proxy Statement entitled ADDITIONAL INFORMATION
REGARDING THE TRANSACTION Source of Funds and Expenses is incorporated herein by reference.
Item 11. Interest in Securities of the Subject Company.
(a) Securities Ownership.
The information set forth in the section of the Proxy Statement entitled PRINCIPAL STOCKHOLDERS
Security Ownership of Principal Stockholders and Management is incorporated herein by reference.
(b) Securities Transactions.
The information set forth in the section of the Proxy Statement entitled MARKET PRICE OF COMMON
STOCK AND RELATED INFORMATION Common Stock Repurchase Information and MARKET PRICE OF COMMON
STOCK AND RELATED INFORMATION Purchases by Directors and Executive Officers is incorporated
herein by reference.
Item 12. The Solicitation or Recommendation.
(d) Intent to Tender or Vote in a Going-Private Transaction.
The information set forth in the sections of the Proxy Statement entitled SUMMARY AND STRUCTURE,
SPECIAL FACTORS Reasons for Transaction and Timing of the Transaction and ADDITIONAL
INFORMATION REGARDING THE TRANSACTION Special Interests of the Affiliated Persons is incorporated
herein by reference.
(e) Recommendations of Others.
The information set forth in the sections of the Proxy Statement entitled PROPOSAL- STOCK SPLITS
and SPECIAL FACTORS Reasons for Transaction and Timing of the Transaction are incorporated
herein by reference.
Item 13. Financial Statements.
(a) Financial Information.
The information set forth in the section of the Proxy Statement entitled FINANCIAL INFORMATION is
incorporated herein by reference.
(b) Pro Forma Information.
Not applicable.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
7
(a) Solicitations or Recommendations.
The information set forth in the section of the Proxy Statement entitled MEETING AND VOTING
INFORMATION Cost of This Proxy Solicitation is incorporated herein by reference.
(b) Employees and Corporate Assets.
The information set forth in the section of the Proxy Statement entitled MEETING AND VOTING
INFORMATION Cost of This Proxy Solicitation is incorporated herein by reference.
Item 15. Additional Information.
(b) Other Material Information.
All of the information set forth in the Proxy Statement and each exhibit and appendix attached
thereto is incorporated herein by reference.
Item 16. Exhibits.
(a)
|
|
Preliminary Proxy Statement of the Company, Notice of the Special Meeting of Shareholders, and
related information, * including:
|
|
|
|
Exhibit A:
|
|
Form of Reverse Stock Split Amendment
|
|
|
|
Exhibit B:
|
|
Form of Forward Stock Split Amendment
|
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(f) Not applicable.
(g) Not applicable.
|
|
|
*
|
|
Incorporated by reference to the Companys Preliminary Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on January 21, 2009.
|
* * * * *
8
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
/s/ Robert W. Zack
|
|
|
(Signature)
|
|
|
|
|
|
Robert W. Zack,
Executive Vice President and Chief Financial Officer
(Name and Title)
January 21, 2009
(Date)
|
|
9
EXHIBIT INDEX
|
|
|
(a)(i)
|
|
Preliminary Proxy Statement and Form of Proxy for the Special
Meeting of Shareholders of Renegy Holdings, Inc.*
|
|
(a)(ii)
|
|
Form of Reverse Stock Split Amendment to the Amended and Restated
Certificate of Incorporation of Renegy Holdings, Inc.*
|
|
(a)(iii)
|
|
Form of Forward Stock Split Amendment to the Amended and Restated
Certificate of Incorporation of Renegy Holdings, Inc.*
|
|
|
|
*
|
|
Incorporated by reference to Renegys Preliminary Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on January 21, 2009.
|
Renegy Holdings (MM) (NASDAQ:RNGY)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Renegy Holdings (MM) (NASDAQ:RNGY)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024