SECURITIES AND EXCHANGE COMMISSION,
Washington, DC 20549
SCHEDULE 13E-3
(RULE 13E-100)
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment
No. 3)
Renegy Holdings, Inc.
(Name of the Issuer)
Renegy Holdings, Inc.
Robert M. Worsley
(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.
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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.
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b.
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The filing of a registration statement under the Securities Act of 1933.
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c.
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A tender offer.
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d.
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o
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies:
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Check the following box if the filing is a final amendment reporting the results of the
transaction:
o
Calculation of Filing Fee
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Transaction valuation*
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Amount of filing fee**
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$277,178
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$10.90
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*
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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) $0.74 by
(B) the total number of shares of common stock owned by all such stockholders of record immediately
prior to the reverse stock split.
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**
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Determined pursuant to Rule 0-11(b)(1) as $277,178 multiplied by 0.0000393.
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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. The filing fee of $10.33 was previously paid
by Renegy Holdings, Inc. in connection with the Amendment 1
filing of this Schedule 13E-3, SEC Accession
No. 0000950153-09-000157, on February 25, 2009.
TABLE OF CONTENTS
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. If the split transaction is
completed, our stockholders of record who hold only fractional shares after giving effect to a
1-for-2,000 reverse stock split will receive a payment of $0.74 per share for each pre-split share.
If the split transaction is completed, stockholders of record with fewer than 2,000 shares 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
$277,178 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 2,000-for-1 shares of common stock post-split. As a result, stockholders of record
who hold 2,000 or more 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.
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
When used in this document, the words or phrases will likely result, are expected to,
anticipate, estimate, project, or similar expressions are intended to identify
forward-looking statements. Such statements are subject to certain risks and uncertainties which
could cause actually results to differ materially from results presently anticipated or projected.
You should not place undue reliance on any such forward-looking statements, which speak only as of
the date made. Actual results may differ materially from any opinions or statements expressed with
respect to future periods in any current statements in this documents or in the Companys other
filings with the SEC.
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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 6,491,312 shares of Common Stock outstanding on February 24, 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.
The business address and telephone number of each filing person listed on the cover of this
Schedule 13E-3 is c/o Renegy Holdings, Inc., 3418 North Val Vista Drive, Mesa, Arizona 85213. The
business telephone number of each filing person is (480) 556-5555. Robert M. Worsley is the Chief
Executive Officer, a director and Chairman of the Company, as well as the Companys controlling
stockholder. Mr. Worsley is a United States citizen. Information regarding all of the Companys
executive officers and directors are set forth below.
Executive Officers:
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Robert M. Worsley
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- Chief Executive Officer
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Hugh W. Smith
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- President and Chief Operating Officer
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Robert W. Zack
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- Executive Vice President and Chief Financial Officer
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Board of Directors:
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Robert M. Worsley
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- Chairman and Director
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Ricardo B. Levy
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- Lead Independent Director
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Richard A. Abdoo
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- Director
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William B. Ellis
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- Director
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Susan F. Tierney
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- Director
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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 incorporated herein by reference.
Each director and officer is a United States citizen. Neither Renegy, Mr. Worsley, nor, to our
knowledge, any of the executive officers or directors has 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 PROPOSALS- STOCK SPLITS-
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 be 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.
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(f) Eligibility for Listing or Trading.
Not applicable.
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
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Transaction and Timing of Transaction is incorporated herein by reference.
(d) Effects.
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.
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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.
(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 PROPOSALS- 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-
Summary Historical Financial Information is incorporated herein by reference.
(b) Pro Forma Information.
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The information set forth in the section of the Proxy Statement entitled FINANCIAL INFORMATION-
Pro Forma Financial Information is incorporated herein by reference.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(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) Definitive Proxy Statement of the Company, Notice of the Special Meeting of
Shareholders, and related information, *including:
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Annex A:
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Form of Reverse Stock Split Amendment
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Annex B:
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Form of Forward Stock Split Amendment
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Annex C:
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Form of Transmittal Materials
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Annex D:
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Calculation of Earnings to Fixed Charges Ratio
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(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(f) Not applicable.
(g) Not applicable.
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*
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Incorporated by reference to the Companys Definitive Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission
on March 5, 2009.
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* * * * *
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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.
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RENEGY HOLDINGS, INC.
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/s/ Robert M. Worsley
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(Signature)
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Robert M. Worsley, Chief Executive Officer
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(Name and Title)
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OTHER FILING PERSONS
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/s/ Robert M. Worsley
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Robert M. Worsley
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Dated: March 5, 2009
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EXHIBIT INDEX
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(a)(i)
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Definitive Proxy Statement and Form of Proxy
for the Special Meeting of Stockholders of Renegy Holdings, Inc.*
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(a)(ii)
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Form of Reverse Stock Split Amendment to the Amended and Restated
Certificate of Incorporation of Renegy Holdings, Inc.*
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(a)(iii)
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Form of Forward Stock Split Amendment to the Amended and Restated
Certificate of Incorporation of Renegy Holdings, Inc.*
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(a)(iv)
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Form of Transmittal Materials*
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(a)(v)
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Calculation of Earnings to Fixed Charges Ratio*
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*
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Incorporated by reference to the Companys Definitive Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on March 5, 2009.
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