As
filed with the Securities and Exchange Commission on August 4, 2009
Registration
No. 333-136117
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
__________
CADIZ
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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77-0313235
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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550
South Hope Street
Suite
2850
Los
Angeles, California 90071
(213)
271-1600
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Keith
Brackpool
Chief
Executive Officer
550
South Hope Street
Suite
2850
Los
Angeles, California 90071
(213)
271-1600
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
Copies
of communications to:
Howard
J. Unterberger, Esq.
Theodora
Oringher Miller & Richman PC
2029
Century Park East, Sixth Floor
Los
Angeles, California 90067
(310)
557-2009
Approximate
date of commencement of proposed sale to the public:
From
time to time after the effective date of this Registration
Statement
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box: o
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933
(“Securities Act”), other than securities offered only in connection with
dividend or interest reinvestment plans, check the following
box. x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. o
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. o
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,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934
(“Exchange Act”).
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Large
accelerated filer o
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Accelerated
filer þ
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Non-accelerated
filer o
(Do
not check if a smaller reporting company)
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Smaller
reporting company o
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This
filing constitutes a post-effective amendment to the registration statement on
Form S-3 (File No. 333-136117), which was made effective on August 11,
2006. This post-effective amendment shall hereafter become effective
in accordance with Section 8(c) of the Securities Act of 1933, as amended, on
such date as the Commission, acting pursuant to said Section 8(c), shall
determine.
On July 28,
2006 Cadiz Inc. (“the registrant”) previously filed, and on August 11, 2006 and
December 30, 2008 previously amended and supplemented, a registration statement
on Form S-3 (File No. 333-136117), which was made effective by the Securities
and Exchange Commission on August 11, 2006. The registration
statement covers the resale by selling stockholders named in the prospectus of
up to 2,221,909 shares of common stock that are issuable upon conversion of
principal and accrued interest under an outstanding senior secured convertible
loan. The registration statement also covers an indeterminate number of
additional shares of common stock that may be issuable by virtue of any stock
dividend, stock split, recapitalization or other similar
transaction.
This
post-effective amendment no. 1 to the registration statement has been filed to
update certain information in the prospectus included in the registration
statement, including some revisions to the conversion terms of the loan
agreement, as amended on June 4, 2009. The amendment to the loan agreement did
not change the total maximum number of shares issuable upon conversion of
principal and accrued interest under the loan; hence, the total number of shares
registered hereunder remains the same as in the original registration
statement.
The filing
fee for registration of the shares covered by the registration statement was
paid by the registrant when the registration statement was initially filed on
July 28, 2006.
The
information in this preliminary prospectus is not complete and may be changed.
These securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This preliminary prospectus is
not an offer to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer or sale is not
permitted.
DATED
AUGUST 4, 2009, SUBJECT TO COMPLETION
CADIZ
INC.
2,221,909
Shares of Common Stock
The selling
stockholders identified in this prospectus may offer from time to time up to
2,221,909 shares of our common stock that may be acquired by the selling
stockholders upon conversion of principal and accrued interest under a $36.375
million senior secured convertible loan (the “Loan”).
We have
agreed to pay the expenses of the offering. We will not receive any of the
proceeds from the sale of the shares by the selling stockholders. Our
obligation to pay amounts otherwise due under the Loan will, however, be reduced
as a result of the issuance of our common stock in conversion of principal and
accrued interest on the Loan.
We do not
know when or how the selling stockholders intend to sell their shares or what
the price, terms or conditions of any sales will be. The selling
stockholders may offer and sell their respective shares in transactions on the
Nasdaq Global Market, in negotiated transactions, or both. These
sales may occur at fixed prices that are subject to change, at prices that are
determined by prevailing market prices, or at negotiated prices. The
selling stockholders may sell shares to or through broker-dealers, who may
receive compensation in the form of discounts, concessions or commissions from
the selling stockholders, the purchasers of the shares or both.
Our common
stock is traded on the Nasdaq Global Market under the symbol
"CDZI". On June 29, 2009, the last reported sale price of our common
stock on Nasdaq was $9.68.
___________
Investing in
our common stock involves a high degree of risk. You should carefully read and
consider the “Risk Factors” beginning on page 4.
___________
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date
of this prospectus is _________, 2009.
GENERAL
INFORMATION
You may rely
only on the information contained or incorporated by reference in this
prospectus. We have not authorized anyone to provide information or to make
representations not contained in this prospectus. This prospectus is neither an
offer to sell nor a solicitation of an offer to buy any securities other than
those registered by this prospectus, nor is it an offer to sell or a
solicitation of an offer to buy securities where an offer or solicitation would
be unlawful. Neither the delivery of this prospectus, nor any sale made under
this prospectus, means that the information contained incorporated by reference
in this prospectus is correct as of any time after the date of this
prospectus.
Unless the
context otherwise requires, the terms “we,” “us,” “our,” “Cadiz,” and “the
Company” refer to Cadiz Inc., a Delaware corporation.
NOTICE
ABOUT FORWARD-LOOKING STATEMENTS
Information
presented in this prospectus, and in other documents which are incorporated by
reference in this prospectus under the section of this prospectus entitled
"Where You Can Find More Information," that discusses financial projections,
information or expectations about our business plans, results of operations,
products or markets, or otherwise makes statements about future events, are
forward-looking statements. Forward-looking statements can be
identified by the use of words such as "intends," "anticipates," "believes,"
"estimates," "projects," "forecasts," "expects," "plans," and
"proposes." Although we believe that the expectations reflected in
these forward-looking statements are based on reasonable assumptions, there are
a number of risks and uncertainties that could cause actual results to differ
materially from these forward-looking statements. These include,
among others, the cautionary statements in the "Risk Factors" section of this
prospectus beginning on page 4. These cautionary statements identify
important factors that could cause actual results to differ materially from
those described in the forward-looking statements. When considering
forward-looking statements in this prospectus, you should keep in mind the
cautionary statements in the "Risk Factors" section and other sections of this
prospectus, and other cautionary statements in documents which are incorporated
by reference in this prospectus and listed in "Where You Can Find More
Information" on page 12.
Our primary
assets consist of 45,000 acres of land in three areas of eastern San Bernardino
County, California. Virtually all of this land is underlain by
high-quality groundwater resources that are suitable for a variety of water
storage and supply programs. The advantages of underground water
storage relative to surface storage include minimal surface environmental
impacts, low capital investment, and minimal evaporative water loss. The
properties are located in proximity to the Colorado River and the Colorado River
Aqueduct, the major source of imported water for Southern
California.
The value of
these assets derives from a combination of projected population increases and
limited water supplies throughout Southern California. California is
facing the very real possibility that current and future supplies of water will
not be able to meet demand. Water agencies throughout California have
publicly announced that they will impose mandatory rationing in 2009 in order to
meet anticipated demand. In addition, most of the major population
centers in Southern California are not located where significant precipitation
occurs, requiring the importation of water from other parts of the
state. As a result, we believe that a competitive advantage exists
for companies that can provide high-quality, reliable, and affordable water to
major population centers.
Our objective
is to realize the highest and best use for these assets in an environmentally
responsible way. We believe this can best be achieved through a
combination of water storage and supply, the production of renewable energy, and
sustainable agricultural development.
Our principal
executive offices are located at 550 South Hope Street, Suite 2850, Los Angeles,
California 90071 and our telephone number is (213) 271-1600.
SUMMARY
OF THE OFFERING
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Common
stock offered by the selling stockholders
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2,221,909
shares of common stock, which are issuable to the selling stockholders
upon conversion of principal and accrued interest on the
Loan
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Use
of proceeds
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We
will not receive any of the proceeds from the sale of shares of common
stock by any of the selling stockholders.
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Nasdaq
Global Market symbol
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CDZI
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Risk
Factors
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See
“Risk Factors” beginning on page 4 and other information in this
prospectus for a discussion of factors you should consider carefully
before investing in shares of our common stock.
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Dividend
Policy
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We
have never paid a cash dividend on our common stock. The Loan documents
prohibit the payment of dividends while the Loan is outstanding. As we
have a history of operating losses, we have been unable to date to pay
dividends. Even if we post a profit in the future, we currently intend to
retain all future earnings for the operation of our business. As a result,
we do not anticipate that we will declare any dividends in the foreseeable
future.
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RISK
FACTORS
An investment
in shares of our common stock involves a high degree of risk. You
should carefully consider the following factors as well as the other information
contained and incorporated by reference in this prospectus before deciding to
invest.
Our
Development Activities Have Not Generated Significant Revenues
At present,
our activities are focused on water resource, agricultural, and renewable energy
development at our San Bernardino County properties. We have not
received significant revenues from our development activities to date and we do
not know when, if ever, we will receive operating revenues sufficient to offset
the costs of our development activities. As a result, we continue to
incur a net loss from operations.
We
May Never Generate Significant Revenues or Become Profitable Unless We Are Able
To Successfully Implement Programs To Develop Our Land Assets and Related Water
Resources
We do not
know the terms, if any, upon which we may be able to proceed with our water and
other development programs. Regardless of the form of our water
development programs, the circumstances under which transfers or storage of
water can be made and the profitability of any transfers or storage are subject
to significant uncertainties, including the risk of variable water supplies and
changing water allocation priorities. Additional risks include our
ability to obtain all necessary regulatory approvals and permits, possible
litigation by environmental or other groups, unforeseen technical difficulties,
general market conditions for real estate and water supplies, and the time
needed to generate significant operating revenues from such programs after
operations commence.
The
Development of Our Properties Is Heavily Regulated, Requires Governmental
Approvals and Permits That Could Be Denied, and May Have Competing Governmental
Interests and Objectives
In developing
our land assets and related water resources, we are subject to local, state, and
federal statutes, ordinances, rules and regulations concerning zoning, resource
protection, environmental impacts, infrastructure design, subdivision of land,
construction and similar matters. Our development activities are
subject to the risk of adverse interpretations or changes to U.S. federal, state
and local laws, regulations and policies. Further, our development
activities require governmental approvals and permits that, if denied or granted
subject to unfavorable conditions or restrictions, would adversely impact our
ability to successfully implement our development
programs.
The
opposition of government officials may adversely affect our ability to obtain
needed government approvals and permits upon satisfactory terms in a timely
manner. In this regard, federal government appropriations currently
preclude spending for any proposal to store water for the purpose of export or
for any activities associated with the approval of rights-of-way on lands
managed by the Needles Field Office of the Bureau of Land
Management. As a result of a new right-of-way with the Arizona &
California Railroad Company, we do not believe federal approval will be required
to implement the Cadiz Project, however, even this may be subject to similar
challenges.
A significant
portion of our Cadiz Valley property is included in a study area as part of the
Environmental Impact Statement (“EIS”) process for the expansion of the Marine
Corp Air Ground Combat Center in Twentynine Palms, California. Our
property is included in one of the five different alternatives that will be
studied for the base expansion during the EIS process over the next three
years. If any of the Cadiz Valley landholdings are included in the
final expansion area, then we will be entitled to full fair market value
compensation for any property taken.
Additionally,
the statutes, regulations and ordinances governing the approval processes
provide third parties the opportunity to challenge proposed plans and
approvals. In California, third parties have the ability to file
litigation challenging the approval of a project, which they usually do by
alleging inadequate disclosure and mitigation of the environmental impacts of
the project. Opposition from environmental groups could cause delays
and increase the costs of our development efforts or preclude such development
entirely. While we have worked with representatives of various
environmental interests and agencies to minimize and mitigate the impacts of our
planned projects, certain groups may remain opposed to our development
plans.
Our
Failure To Make Timely Payments of Principal and Interest on Our Indebtedness
May Result in a Foreclosure on Our Assets
As of June
29, 2009, we had indebtedness outstanding to our senior secured lenders of
approximately $42.3 million. Our assets have been put up as
collateral for this debt. If we cannot generate sufficient cash flow
to make principal and interest payments on this indebtedness when due, or if we
otherwise fail to comply with the terms of agreements governing our
indebtedness, we may default on our obligations. If we default on our
obligations, our lenders may sell off the assets that we have put up as
collateral. This, in turn, would result in a cessation or sale of our
operations.
The
Conversion of Our Outstanding Senior Indebtedness into Common Stock Would Dilute
the Percentage of Our Common Stock Held by Current Stockholders
Our senior
indebtedness is convertible into common stock at the election of our
lenders. As of June 29, 2009, our senior indebtedness was convertible
into 1,729,006 shares of our common stock, an amount equal to approximately
11.25% of the number of fully-diluted shares of our common stock outstanding as
of that date. An election by our lenders to convert all or a portion
of our senior secured indebtedness into common stock will dilute the percentage
of our common stock held by current stockholders.
We
May Not Be Able To Obtain the Financing We Need To Implement Our Asset
Development Programs
Based upon
our current and anticipated usage of cash resources, we will require additional
working capital commencing during the first quarter of fiscal 2010 to meet our
cash resource needs from that point forward and to continue to finance our
operations until such time as our asset development programs produce revenues.
If we cannot raise needed funds, we might be forced to make substantial
reductions in our operating expenses, which could adversely affect our ability
to implement our current business plan and ultimately our viability as a
company. We cannot assure you that our current lenders, or any other
lenders, will give us additional credit should we seek it. If we are
unable to obtain additional credit, we may engage in further equity
financings. Our ability to obtain equity financing will depend, among
other things, on the status of our asset development programs and general
conditions in the capital markets at the time funding is
sought. Liquidity in the currently dislocated capital markets has
been severely constrained since the beginning of the credit
crisis. Although we currently expect our capital sources to be
sufficient to meet our near term liquidity needs, there can be no assurance that
our liquidity requirements will continue to be satisfied. Any further
equity financings would result in the dilution of ownership interests of our
current stockholders.
The
Issuance of Equity Securities Under Management Equity Incentive Plans Will
Impact Earnings
Our
compensation programs for management emphasize long-term incentives, primarily
through the issuance of equity securities and options to purchase equity
securities. It is expected that plans involving the issuance of
shares, options, or both will be submitted from time to time to our stockholders
for approval. In the event that any such plans are approved and
implemented, the issuance of shares and options under such plans may result in
the dilution of the ownership interest of other stockholders and will, under
currently applicable accounting rules, result in a charge to earnings based on
the value of our common stock at the time of issue and the fair value of options
at the time of their award. The expense would be recorded over the
vesting period of each stock and option grant.
USE
OF PROCEEDS
We will not
receive any proceeds from the sale by the selling stockholders of our common
stock under this prospectus. However, our obligation to pay principal
and accrued interest otherwise due under the Loan will be reduced as a result of
the issuance of our common stock to the selling stockholders upon conversion of
principal and accrued interest on the Loan.
SALES
BY SELLING STOCKHOLDERS
On June 26,
2006, we, and our wholly-owned subsidiary Cadiz Real Estate LLC, entered into a
Credit Agreement with Peloton Multi-Strategy Master Fund (“Peloton Fund”) and
Milfam II L.P. as lenders, and Peloton Partners LLP, as administrative agent.
The Credit Agreement provided for the issuance of up to 2,221,909 shares of our
common stock upon the conversion of principal and interest under the Loan. The
transactions contemplated by the Credit Agreement, including the issuance of the
Loan, closed on June 29, 2006. We entered into the Credit Agreement and the Loan
in a transaction exempt from the registration requirements of the Securities
Act, pursuant to Section 4(2) thereof.
Under the
original terms of the Credit Agreement, the lenders invested $36.375 million in
a five-year zero coupon secured convertible loan with an initial interest rate
of 5% per annum, which would increase after three years to 6% per annum for the
remainder of the term. At the lenders’ option, $10 million of principal and
accrued interest thereon could be converted into our common stock at $18.15 per
share, and $26.375 million of principal and accrued interest thereon could be
converted into our common stock at $23.10 per share (with an average conversion
price of $21.50 per share), subject to adjustments for stock splits, stock
dividends and other recapitalization events and adjustment in the event of a
change of control. The maximum number of shares that was issuable under the
original terms of the Credit Agreement was 2,221,909 – the number of shares
offered by this prospectus. That number assumed the conversion of the full
amount of the Loan on its maturity date, giving effect to all interest accrued
through that date.
Pursuant to a
Registration Rights Agreement entered into by us as a condition to the closing
of the transactions contemplated by the Credit Agreement, we agreed to register
for resale the shares of our common stock issuable upon conversion of principal
and accrued interest on the Loan at our own expense. Pursuant to that
Registration Rights Agreement, we filed the original registration statement
covering the resale of the shares on July 28, 2006 and have subsequently amended
and supplemented the registration statement.
On April 16,
2008, we were advised that LC Capital Master Fund, Ltd. (“LC Capital”) had
acquired the 90% interest of Peloton Fund under the Credit
Agreement. LC Capital is an affiliate of Lampe, Conway & Co. LLC
(“Lampe Conway”). Following the purchase by LC Capital of Peloton
Fund’s interest in the Credit Agreement, Peloton Partners was replaced as
administrative agent under the Credit Agreement by an affiliate of Lampe Conway.
We filed a prospectus supplement on December 30, 2008 to reflect these
changes.
The Credit
Agreement and the Registration Rights Agreement were amended on June 4,
2009. We have filed the post-effective amendment to the registration
statement of which this prospectus is a part pursuant to requirements of the
amended Registration Rights Agreement. Significant terms of the amendment to the
Credit Agreement are as follows:
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The
Loan’s maturity date was extended from June 29, 2011 to June 29,
2013.
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Interest
will continue to accrue at 6% per annum through the new maturity
date.
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The
Loan’s conversion terms have been modified to allow up to $4.55 million of
principal to be converted into 650,000 shares of our common stock
(“Initial Conversion Portion”) at a conversion price of $7.00, and the
remaining principal and interest to be converted into 1,409,510 shares of
our common stock at a conversion price of $35.00 per share. If fully
converted at June 29, 2013, this would result in our common stock being
issued at an average conversion price of $26.00 per
share.
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The
Credit Agreement now provides that if more than 50% of the principal
amount of the Loan is transferred without our prior written consent, such
consent not to be unreasonably withheld, then the maturity date of the
Loan shall automatically be extended for an additional two years. If such
an extension were to occur and the Loan were fully converted at June 29,
2015, the number of shares issuable upon conversion would be capped at
2,221,909 shares, which is the number of shares that was approved for
issuance by the vote of our stockholders on November 10, 2006 pursuant to
Nasdaq requirements.
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We
now have the right at any time (other than during the automatic two year
extension referred to above, if applicable) to prepay the Loan’s
outstanding principal (other than as to the Initial Conversion Portion)
plus all accrued interest in full without penalty, and may at the same
time prepay the Initial Conversion Portion either in stock at a 110%
conversion premium or, at the election of the lenders, in cash with an
equal value (but not less than $4.55
million).
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No selling
stockholder has held any position or office or had a material relationship with
us other than pursuant to the terms of the Credit Agreement and Registration
Rights Agreement or as a result of the ownership of our common
stock.
The following
table is based on information supplied to us by the selling stockholders
identified in the table. The table sets forth the name of each selling
stockholder, the number of shares of common stock that each selling stockholder
beneficially owns as of June 29, 2009, the number of shares of common stock that
may be offered for sale from time to time by them pursuant to this prospectus,
and the number of shares and percentage of our class of common stock that would
be held by each selling stockholder assuming the sale of all of the common stock
offered hereby.
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Name
of Selling Stockholder
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Shares
of Common Stock Beneficially Owned Prior to the Offering
(1)
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Shares
of Common Stock Offered for Sale
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Shares
of Common Stock Beneficially Owned After Offering (2)
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Percentage
Ownership After Offering (3)
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LC
Capital Master Fund, Ltd.
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2,348,957(4)
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1,999,718(5)
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792,852
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5.3%
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Milfam
II L.P.
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172,901(6)
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222,191(7)
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-0-
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0.0%
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______________
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(1)
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Except
as otherwise noted herein, the number and percentage of shares
beneficially owned is determined in accordance with Rule 13d-3 of the
Exchange Act, and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rule, beneficial
ownership includes any shares as to which the individual has sole or
shared voting power or investment power and also any shares which the
individual has the right to acquire within 60 days of the date of this
prospectus through the exercise of any stock option or other
right. The shares listed in this column include shares
underlying the Loan which the selling stockholder has the right to acquire
within 60 days of June 29, 2009. Unless otherwise indicated in
the footnotes, each person has sole voting and investment power, or shares
such powers with his or her spouse, with respect to the shares shown as
beneficially owned.
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(2)
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Assumes
the sale of all shares of common stock offered hereby. In the
event that all or part of the Loan is converted prior its final maturity
date, or there is no further two year extension of the maturity date of
the Loan, the number of shares that will actually be issued will be less
than the number of shares being offered by this
prospectus.
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(3)
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Based
upon 12,600,236 shares of common stock of Cadiz outstanding as of June 29,
2009 and assumes the issuance, upon conversion of the Loan, of the maximum
of 2,221,909 shares issuable upon conversion of the
Loan.
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(4)
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LC
Capital is the holder of 90% of the Loan.
Based
on Forms 4 filed on November 20, 2008 and June 9, 2009 with the Commission
by LC Capital Master Fund Ltd. and information provided by LC Capital
Master Fund Ltd.
Includes
288,000 shares acquired in our November 2008 private placement and 312,852
shares of common stock beneficially owned immediately prior to the
assignment and assumption of the Loan. Includes 192,000 shares issuable
upon the exercise of the warrants acquired in our November 2008 private
placement. Includes 585,000 shares of common stock issuable upon
conversion of $4,095,000 in principal under the Loan as of June 29, 2009
at a conversion rate of $7.00 per share and 971,105 shares of common stock
issuable upon conversion of $33,988,684 in principal and interest under
the Loan as of June 29, 2009 at a conversion rate of $35.00 per
share.
Does
not include 297,454 shares of common stock issuable upon conversion of a
maximum of an additional $10,410,872 in interest which may accrue in favor
of LC Capital Master Fund Ltd. during the term of the Loan, assuming no
further extension of the maturity date of the Loan. Of the 297,454 shares
of common stock, only 10,881 shares were beneficially owned by LC Capital
Master Fund Ltd. as of June 29, 2009 as a result of common stock issuable
upon conversion of $380,837 of interest, which is the amount of interest
that will have accrued within 60 days of June 29, 2009.
Does
not include 146,159 shares of stock issuable in the event of a further two
year extension of the maturity date of the Loan.
These
securities also may be deemed to be beneficially owned by LC Capital
Partners, LP ("Partners"), LC Capital Advisors LLC ("Advisors"), Lampe
Conway, LC Capital International LLC ("International"), Steven G. Lampe
(“Lampe”) and Richard F. Conway ("Conway") by virtue of the following
relationships: (i) Partners' beneficially owns one-third of the
outstanding shares of the Master Fund; (ii) Advisors is the sole general
partner of Partners; (iii) Lampe Conway acts as investment manager to
Partners and the Master Fund pursuant to certain investment management
agreements, and as a result of such agreements, Lampe Conway shares voting
and dispositive power over the securities; (iv) International acts as
investment advisor to the Master Fund pursuant to an investment advisory
agreement and, as a result, International shares voting and dispositive
power over the securities; and (v) Lampe and Conway act as the sole
managing members of each of Advisors, Lampe Conway and International and
are the natural persons with voting and dispositive power over these
securities.
LC
Capital and/or its affiliates have designated Mr. Stephen E. Courter, a
director of the Company, as their designee on our Board of
Directors.
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(5)
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Includes
297,454 shares of common stock issuable upon conversion of a maximum of an
additional $10,410,872 in interest which may accrue in favor of LC Capital
Master Fund Ltd. during the term of the Loan, assuming no further
extension of the maturity date of the Loan. Of the 297,454
shares of common stock, only 10,881 shares were beneficially owned by LC
Capital Master Fund Ltd. as of June 29, 2009 as a result of common stock
issuable upon conversion of $380,837 of interest, which is the amount of
interest that will have accrued within 60 days of June 29,
2009.
Includes
146,159 shares of stock issuable in the event of a further two year
extension of the maturity date of the
Loan.
|
|
(6)
|
Milfam
II L.P. is the holder of 10% of the Loan.
Includes
65,000 shares of common stock issuable upon conversion of $455,000 in
principal under the Loan as of June 29, 2009 at a conversion rate of $7.00
per share and 107,901 shares of common stock issuable upon conversion of
$3,776,520 in principal and interest under the Loan as of June 29, 2009 at
a conversion rate of $35.00 per share.
Does
not include 33,050 shares of common stock issuable upon conversion of a
maximum of an additional $1,156,763 in interest which may accrue in favor
of Milfam II L.P. during the term of the Loan, assuming no further
extension of the maturity date of the Loan. Of the 33,050 shares of common
stock, only 1,209 shares were beneficially owned by Milfam II L.P. as of
June 29, 2009 as a result of common stock issuable upon conversion of
$42,315 of interest, which is the amount of interest that will have
accrued within 60 days of June 29, 2009.
Does
not include 16,240 shares of stock issuable in the event of a further two
year extension of the maturity date of the Loan.
Mr.
Lloyd I. Miller, III is the manager of a limited liability company that is
the general partner of Milfam II L.P. and is the natural person with
voting and dispositive power over these
securities.
|
|
(7)
|
Includes
33,050 shares of common stock issuable upon conversion of a maximum of an
additional $1,156,763 in interest which may accrue in favor of Milfam II
L.P. during the term of the Loan, assuming no further extension of the
maturity date of the Loan. Of the 33,050 shares of common
stock, only 1,209 shares were beneficially owned by Milfam II L.P. as of
June 29, 2009 as a result of common stock issuable upon conversion of
$42,315 of interest, which is the amount of interest that will have
accrued within 60 days of June 29, 2009.
Includes
16,240 shares of stock issuable in the event of a further two year
extension of the maturity date of the
Loan.
|
We may amend
or supplement this prospectus from time to time to update the disclosures set
forth herein.
PLAN
OF DISTRIBUTION
The shares of
common stock offered by this prospectus will be offered and sold by the selling
stockholders named in this prospectus, by their donees, or by their other
successors in interest. We have agreed to bear the expenses of the
registration of the shares, including legal and accounting fees, other than fees
of counsel, if any, retained individually by the selling stockholders, and any
discounts or commissions payable with respect to sales of the
shares.
The selling
stockholders from time to time may offer and sell the shares in transactions in
the Nasdaq Global Market at market prices prevailing at the time of
sale. The selling stockholders from time to time may also offer and
sell the shares in private transactions at negotiated prices. The
selling stockholders may sell their shares directly or to or through
broker-dealers who may receive compensation in the form of discounts,
concessions or commissions from the selling stockholders or the purchasers of
shares for whom such broker-dealers may act as agent or to whom they may sell as
principal, or both. Such compensation may be in excess of customary
commissions.
From time to
time, a selling stockholder may pledge or grant a security interest in some or
all of the shares which the selling stockholder owns. If a selling
stockholder defaults in the performance of the selling stockholder’s secured
obligations, the pledgees or secured parties may offer and sell the shares from
time to time by this prospectus (except, in some cases, if the pledgees or
secured parties are broker-dealers or are affiliated with
broker-dealers). The selling stockholders also may transfer and
donate shares in other circumstances. Donees may also offer and sell
the shares from time to time by this prospectus (except, in some cases, if the
donees are broker-dealers or are affiliated with broker-dealers). The
number of shares beneficially owned by a selling stockholder will decrease as
and when a selling stockholder donates such stockholder’s shares or defaults in
performing obligations secured by such stockholder’s shares. The plan
of distribution for the shares offered and sold under this prospectus will
otherwise remain unchanged, except that the donees, pledgees, other secured
parties or other successors in interest will be selling stockholders for
purposes of this prospectus. If we are notified that a donee, pledgee
or other successor in interest of a selling stockholder intends to sell more
than 500 shares of our common stock, we will file a supplement to this
prospectus which includes all of the information required to be disclosed by
Item 507 of Regulation S-K. Further, we will file a post-effective
amendment to this registration statement upon notification of any change in the
plan of distribution.
The selling
stockholders and any broker-dealers acting in connection with the sale of the
shares covered by this prospectus may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them and any profit realized by them on the resale of the shares as principals
may be deemed to be underwriting compensation under the Securities
Act.
We have
agreed to indemnify the selling stockholders against liabilities they may incur
as a result of any untrue statement or alleged untrue statement of a material
fact in the registration statement of which this prospectus forms a part, or any
omission or alleged omission in this prospectus or the registration statement to
state a material fact necessary in order to make the statements made not
misleading. This indemnification includes liabilities that the selling
stockholders may incur under the Securities Act. We do not have to give such
indemnification if the untrue statement or omission was made in reliance upon
and in conformity with information furnished in writing to us by the selling
stockholders for use in this prospectus or the registration
statement.
We have
advised the selling stockholders of the requirement for delivery of this
prospectus in connection with any sale of the shares. We have also
advised the selling stockholders of the relevant cooling off period specified by
Regulation M and restrictions upon the selling stockholders’ bidding for or
purchasing our securities during the distribution of shares.
Transfer
Agent
The transfer
agent for our common stock is Continental Stock Transfer & Trust Company,
New York, New York.
LEGAL
MATTERS
Certain legal
matters in connection with the issuance of the securities offered under this
prospectus have been passed upon for us by Theodora Oringher Miller &
Richman PC, attorneys at law, Los Angeles, California.
EXPERTS
The financial
statements and management’s assessment of the effectiveness of internal control
over financial reporting (which is included in Management’s Report on Internal
Control over Financial Reporting) incorporated in this prospectus by reference
to the Annual Report on Form 10-K for the year ended December 31, 2008 have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an
independent registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting.
RECENT
DEVELOPMENTS
On June 5,
2009, we issued a press release announcing that we had executed letters of
intent ("LOIs") with a broad collection of Southern California water providers
to develop a cost-sharing agreement, finalize terms of pricing, design and
capital allocation and work towards implementation of our water conservation and
storage project. Under these non-binding LOIs, we and the interested
water providers have agreed to undertake a mutual project evaluation and seek an
agreement identifying and apportioning expected environmental review costs,
including the preparation and submittal of a project description for review
under the California Environmental Quality Act.
As
a result of the modification of the convertible debt arrangement as disclosed in
this S-3, the change in conversion value between the original and modified
instrument is approximately $3 million which will be recorded as an additional
debt discount. Such debt discount will be accreted to the redemption value of
the instrument over the remaining term of the loan as additional interest
expense.
WHERE
YOU CAN FIND MORE INFORMATION
We have filed
with the Securities and Exchange Commission a registration statement on Form
S-3, including exhibits, under the Securities Act with respect to the common
stock offered by this prospectus. This prospectus, which is part of
the registration statement, does not contain all of the information in the
registration statement. For further information about us and our
common stock, you should refer to the registration statement, including
exhibits, and the financial statements and notes filed as a part
thereof.
We file
quarterly and annual reports, proxy statements and other information with the
Commission. You may read and copy any document that we file at the public
reference facilities of the Commission at 100 F Street, N.E., Washington, D.C.
20549. You may call the Commission at 1-800-SEC-0330 for further
information on the operation of its public reference room. Our
filings with the Commission, including the registration statement, are available
to you on the Commission’s website at http://www.sec.gov. In
addition, documents that we file with the Commission are available on our
website at www.cadizinc.com.
INFORMATION
INCORPORATED BY REFERENCE
The
Commission allows us to "incorporate by reference" into this prospectus the
information we file with them. The information we incorporate by
reference into this prospectus is an important part of this prospectus. Any
statement in a document we have filed with the Commission prior to the date of
this prospectus and which is incorporated by reference into this prospectus will
be considered to be modified or superseded to the extent a statement contained
in this prospectus or any other subsequently filed document that is incorporated
by reference into this prospectus modifies or supersedes that statement. The
modified or superseded statement will not be considered to be a part o this
prospectus, except as modified or superseded.
We
incorporate by reference into this prospectus the information contained in the
following documents, which is considered to be a part of this
prospectus:
|
·
|
our
Annual Report on Form 10-K for the year ended December 31, 2008, filed on
March 11, 2009 and amended on April 30,
2009;
|
|
·
|
our
Current Report on Form 8-K filed on February 12,
2009;
|
|
·
|
our
Current Report on Form 8-K filed on April 8,
2009;
|
|
·
|
our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed
on May 8, 2009;
|
|
·
|
our
Current Report on Form 8-K filed on May 14,
2009;
|
|
·
|
our
Current Report on Form 8-K filed on May 27,
2009;
|
|
·
|
our
Current Report on Form 8-K filed on June 4,
2009;
|
|
·
|
the
description of our common stock as set forth in our registration statement
filed on Form 8-A under the Exchange Act on May 8, 1984, as amended by
reports on:
|
|
o
|
Form
8-K filed with the Commission on May 26, 1988;
|
|
o
|
Form
8-K filed with the Commission on June 2,
1992;
|
|
o
|
Form
8-K filed with the Commission on May 18, 1999; and
|
|
o
|
Annual
Report on Form 10-K for the year ended December 31, 2003, filed on
November 2, 2004
|
We also
incorporate by reference all additional documents that we file with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
that are filed after the effective date of the post-effective amendment to the
registration statement of which this prospectus is a part and prior to the
termination of the offering of securities offered pursuant to this prospectus.
We are not, however, incorporating, in each case, any documents or information
that we are deemed to “furnish” and not file in accordance with Commission
rules.
You may
obtain a copy of these filings, without charge, by writing or calling us
at:
Cadiz
Inc.
550 South
Hope Street
Suite
2850
Los
Angeles, California 90071
Attention:
Investor Relations
(213)
271-1600
No dealer,
salesperson, or other person has been authorized to give any information or to
make any representation not contained in this prospectus, and, if given or made,
such information and representation should not be relied upon as having been
authorized by us or any selling stockholder. This prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any of the securities
offered by this prospectus in any jurisdiction or to any person to whom it is
unlawful to make such offer or solicitation. Neither the delivery of this
prospectus nor any sale made hereunder shall under any circumstances create an
implication that there has been no change in the facts set forth in this
prospectus or in our affairs since the date hereof.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
|
SEC
registration fee
|
$
|
4,540.92
|
|
Printing
expenses
|
$
|
--
|
|
Accounting
fees and expenses
|
$
|
10,000.00
|
|
Legal
fees and expenses
|
$
|
35,000.00
|
|
Miscellaneous
|
$
|
8,459.08
|
|
Total
|
$
|
58,000.00
|
Section 145
of the Delaware General Corporation Law permits our Board of Directors to
indemnify any person against expenses, attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any threatened, pending or completed action, suit or proceeding in which he
is made a party because he serves or served as a director, officer, employee or
agent of Cadiz or of another entity. The language of Section 145 is
sufficiently broad to permit indemnification in some situations for liabilities,
including reimbursement for expenses incurred, arising under the Securities Act.
The statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.
Our Bylaws
provide for mandatory indemnification of directors and officers of Cadiz, and
those serving at the request of Cadiz as directors, officers, employees, or
agents of other entities, to the maximum extent permitted by law. The
Bylaws provide that this indemnification shall be a contract right between each
of these persons and Cadiz.
Our
Certificate of Incorporation provides that a director of the company shall not
be personally liable to the company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability:
|
(1)
|
for
any breach of the director's duty of loyalty to Cadiz or its
stockholders;
|
|
(2)
|
for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of
law;
|
|
(3)
|
under
Section 174 of the Delaware General Corporation Law;
or
|
|
(4)
|
for
any transaction from which the director derived an improper personal
benefit.
|
Our
Certificate of Incorporation provides that if the Delaware General Corporation
Law is subsequently amended to authorize the further elimination or limitation
of the liability of a director, then the liability of a director shall be
eliminated or limited to the fullest extent permitted by the law as
amended. We have also purchased a liability insurance policy which
insures our directors and officers against certain liabilities, including
liabilities under the Securities Act.
Item
16. Exhibits.
The
following exhibits are filed or incorporated by reference as part of this
Registration Statement.
4.1 Specimen
form of stock certificate(1)
4.2 Cadiz
Inc. Certificate of Incorporation, as amended(2)
4.3 Amendment
to Cadiz Inc. Certificate of Incorporation dated November 8,
1996(3)
4.4 Amendment
to Cadiz Inc. Certificate of Incorporation dated September 1,
1998(1)
4.5 Amendment
to Cadiz Inc. Certificate of Incorporation dated December 15,
2003(4)
4.6 Certificate
of Elimination of Series D Preferred Stock, Series E-1 Preferred Stock and
Series E-2 Preferred Stock of Cadiz Inc. dated December 15, 2003(4)
4.7 Certificate
of Elimination of Series A Junior Participating Preferred Stock of Cadiz Inc.,
dated March 25, 2004(5)
4.8 Amended
and Restated Certificate of Designations of Series F Preferred Stock of Cadiz
Inc. dated November 30, 2004(6)
4.9 Second
Amended and Restated Certificate of Designations of Series F Preferred Stock of
Cadiz Inc. dated June 30, 2006(7)
4.10 Cadiz
Inc. Bylaws, as amended(8)
4.11 Certificate
of Elimination of Series F Preferred Stock of Cadiz Inc. (as filed August 3,
2007)(9)
5.1 Opinion
of Theodora Oringher Miller & Richman PC (formerly Stephan, Oringher,
Richman, Theodora & Miller P.C.) as to the legality of the securities being
registered(10)
10.1 $36,375,000
Credit Agreement among Cadiz Inc. and Cadiz Real Estate LLC, as Borrowers, the
Several Lenders from time to time parties thereto, and Peloton Partners LLP, as
Administrative Agent, dated as of June 26, 2006 (the “Credit
Agreement”)(10)
10.2 Amendment
No. 1 to the Credit Agreement among Cadiz Inc. and Cadiz Real Estate LLC, as
Borrowers, the Several Lenders from time to time parties thereto, and Peloton
Partners LLP, as Administrative Agent, dated September 29, 2006(11)
10.3 Amendment
No. 2 to the Credit Agreement among Cadiz Inc. and Cadiz Real Estate LLC, as
Borrowers, the Several Lenders from time to time parties thereto, and LC Capital
Master Fund Ltd., as Administrative Agent, dated as of June 4, 2009
23.1 Consent
of PricewaterhouseCoopers LLP
23.2 Consent
of Theodora Oringher Miller & Richman PC (formerly Stephen, Oringher,
Richman, Theodora & Miller P.C.) (included in its opinion filed as Exhibit
5.1)
24.1 Power
of Attorney (included on signature page)
__________________
|
(1)
|
Previously
filed as an exhibit to our quarterly report on Form 10-Q for the quarter
ended September 30, 1998 and incorporated herein by
reference
|
|
(2)
|
Previously
filed as an exhibit to our registration statement on Form S-1
(Registration No. 33-75642) and incorporated herein by
reference
|
|
(3)
|
Previously
filed as an exhibit to our quarterly report on Form 10-Q for the quarter
ended September 30, 1996 and incorporated herein by
reference
|
|
(4)
|
Previously
filed as an exhibit to our annual report on Form 10-K for the year ended
December 31, 2003 and incorporated herein by
reference
|
|
(5)
|
Previously
filed as an exhibit to our annual report on Form 10-K for the year ended
December 31, 2003 and incorporated herein by
reference
|
|
(6)
|
Previously
filed as an exhibit to our current report on Form 8-K filed on December 2,
2004 and incorporated herein by
reference
|
|
(7)
|
Previously
filed as an exhibit to our current report on Form 8-K filed on July 6,
2006 and incorporated herein by
reference
|
|
(8)
|
Previously
filed as an exhibit to our quarterly report on Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by
reference
|
|
(9)
|
Previously
filed as an Exhibit to our quarterly report on Form 10-Q for the quarter
ended June 30, 2007 and incorporated herein by
reference
|
|
(10)
|
Previously
filed as an exhibit to this registration statement as originally filed on
July 28, 2006 and incorporated herein by
reference
|
|
(11)
|
Previously
filed as an exhibit to our current report on Form 8-K filed on October 4,
2006 and incorporated herein by
reference
|
Item
17. Undertakings.
(a) The
undersigned registrant hereby undertakes:
|
(1)
|
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
of 1933;
|
|
(ii)
|
To
reflect in the prospectus any facts or events arising after the effective
date of the 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 Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement;
|
|
(iii)
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
|
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if
the registration statement is on Form S-3 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of this
registration statement.
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act of
1933, 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.
|
|
(3)
|
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.
|
|
(4)
|
[Intentionally
omitted]
|
|
(5)
|
That,
for the purpose of determining liability under the Securities Act of 1933
to any purchaser, if the registrant is subject to Rule 430C, each
prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance on Rule
430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after
effectiveness. Provided, however, that
no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus that
was part of the registration statement or made in any such document
immediately prior to such date of first
use.
|
|
(b)
|
That
for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the 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.
|
|
(c)
|
Insofar
as indemnification for liabilities arising under the Securities Act of
1933 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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 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 Act and
will be governed by the final adjudication of such
issue.
|
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-3 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 August 4, 2009.
CADIZ
INC.
Registrant
|
By:
|
/s/
Keith Brackpool
|
|
Keith
Brackpool
|
|
| Chairman and Chief Executive Officer |
KNOW ALL
YE BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Keith Brackpool and Timothy J. Shaheen, and each of
them, his true and lawful attorneys-in-fact and agents with full power of
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 and any subsequent registration statements filed
by the registrant pursuant to Rule 462(b) of the Securities Act, which relates
to this registration statement, and to file 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 full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to 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 their substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this registration statement has been
signed by the following persons in the capacities and on the dates
indicated.
|
SIGNATURE
|
TITLE
|
DATE
|
|
/s/ Keith Brackpool
Keith
Brackpool
|
Chief
Executive Officer
and
Director
(Principal
Executive Officer)
|
August 4, 2009
|
|
/s/ Timothy J. Shaheen
Timothy
J. Shaheen
|
Chief
Financial Officer and Director
(Principal
Financial and
Accounting
Officer)
|
August 4, 2009
|
|
/s/ Murray H. Hutchinson
Murray
H. Hutchinson
|
Director
|
August 4, 2009
|
|
/s/ Raymond J. Pacini
Raymond
J. Pacini
|
Director
|
August 4, 2009
|
|
/s/ Stephen J. Duffy
Stephen
J. Duffy
|
Director
|
August 4, 2009
|
|
/s/ Winston H. Hickox
Winston
H. Hickox
|
Director
|
August 4 2009
|
|
/s/ Geoffrey Grant
Geoffrey
Grant
|
Director
|
August 4, 2009
|
|
/s/ Stephen E. Courter
Stephen
E. Courter
|
Director
|
August 4,
2009
|
EXHIBITS
INDEX
Exhibit
No.: Title of
Document
4.1 Specimen
form of stock certificate(1)
4.2 Cadiz
Inc. Certificate of Incorporation, as amended(2)
4.3 Amendment
to Cadiz Inc. Certificate of Incorporation dated November 8,
1996(3)
4.4 Amendment
to Cadiz Inc. Certificate of Incorporation dated September 1,
1998(1)
4.5 Amendment
to Cadiz Inc. Certificate of Incorporation dated December 15,
2003(4)
4.6 Certificate
of Elimination of Series D Preferred Stock, Series E-1 Preferred Stock and
Series E-2 Preferred Stock of Cadiz Inc. dated December 15, 2003(4)
4.7 Certificate
of Elimination of Series A Junior Participating Preferred Stock of Cadiz Inc.,
dated March 25, 2004(5)
4.8 Amended
and Restated Certificate of Designations of Series F Preferred Stock of Cadiz
Inc. dated November 30, 2004(6)
4.9 Second
Amended and Restated Certificate of Designations of Series F Preferred Stock of
Cadiz Inc. dated June 30, 2006(7)
4.10 Cadiz
Inc. Bylaws, as amended(8)
4.11 Certificate
of Elimination of Series F Preferred Stock of Cadiz Inc. (as filed August 3,
2007)(9)
5.1 Opinion
of Theodora Oringher Miller & Richman PC (formerly Stephan, Oringher,
Richman, Theodora & Miller P.C.) as to the legality of the securities being
registered(10)
10.1 $36,375,000
Credit Agreement among Cadiz Inc. and Cadiz Real Estate LLC, as Borrowers, the
Several Lenders from time to time parties thereto, and Peloton Partners LLP, as
Administrative Agent, dated as of June 26, 2006 (the “Credit
Agreement”)(10)
10.2 Amendment
No. 1 to the Credit Agreement among Cadiz Inc. and Cadiz Real Estate LLC, as
Borrowers, the Several Lenders from time to time parties thereto, and Peloton
Partners LLP, as Administrative Agent, dated September 29, 2006(11)
10.3 Amendment
No. 2 to the Credit Agreement among Cadiz Inc. and Cadiz Real Estate LLC, as
Borrowers, the Several Lenders from time to time parties thereto, and LC Capital
Master Fund Ltd., as Administrative Agent, dated as of June 4, 2009
23.1 Consent
of PricewaterhouseCoopers LLP
23.2 Consent
of Theodora Oringher Miller & Richman PC (formerly Stephen, Oringher,
Richman, Theodora & Miller P.C.) (included in its opinion filed as Exhibit
5.1)
24.1 Power
of Attorney (included on signature page)
____________________
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(1)
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Previously
filed as an exhibit to our quarterly report on Form 10-Q for the quarter
ended September 30, 1998 and incorporated herein by
reference
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(2)
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Previously
filed as an exhibit to our registration statement on Form S-1
(Registration No. 33-75642) and incorporated herein by
reference
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(3)
|
Previously
filed as an exhibit to our quarterly report on Form 10-Q for the quarter
ended September 30, 1996 and incorporated herein by
reference
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(4)
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Previously
filed as an exhibit to our annual report on Form 10-K for the year ended
December 31, 2003 and incorporated herein by
reference
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(5)
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Previously
filed as an exhibit to our annual report on Form 10-K for the year ended
December 31, 2003 and incorporated herein by
reference
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(6)
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Previously
filed as an exhibit to our current report on Form 8-K filed on December 2,
2004 and incorporated herein by
reference
|
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(7)
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Previously
filed as an exhibit to our current report on Form 8-K filed on July 6,
2006 and incorporated herein by
reference
|
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(8)
|
Previously
filed as an exhibit to our quarterly report on Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by
reference
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(9)
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Previously
filed as an Exhibit to our quarterly report on Form 10-Q for the quarter
ended June 30, 2007 and incorporated herein by
reference
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(10)
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Previously
filed as an exhibit to this registration statement as originally filed on
July 28, 2006 and incorporated herein by
reference
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(11)
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Previously
filed as an exhibit to our current report on Form 8-K filed on October 4,
2006 and incorporated herein by
reference
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