Delaware | 77-0313235 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
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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Title
of Each Class of Securities to be
Registered
|
Amount
to
be
Registered
|
Proposed
Maximum
Offering
Price
Per
Unit
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
Fee
|
Common
Stock, Par Value $0.01 Per Share
|
904,800
Shares(1)
|
$10.89(2)
|
$9,853,272
|
$549.81
|
(1)
|
This
registration statement is being used to register for resale (i) 678,600
shares of common stock issued to investors pursuant to a private placement
which closed in 2009 (“Private Placement”) and (ii) 226,200 shares of
common stock issuable upon the exercise of outstanding callable warrants,
all of which warrants were issued to investors pursuant to the Private
Placement. This registration statement shall also cover an
indeterminate number of additional shares of common stock that may become
issuable by virtue of any stock dividend, stock split, recapitalization or
other similar transaction.
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee, and based,
pursuant to Rule 457(c), on the average of the high and low prices of the
Registrant's common stock as reported by the Nasdaq Global Market for
November 20, 2009, which date is within five business days prior to the
initial filing date of this registration
statement.
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3
|
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3
|
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5
|
|
8
|
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12
|
|
12
|
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13
|
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13
|
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13
|
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13
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Common
stock offered by the selling stockholders
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904,800
shares of common stock, including 226,200 shares of common stock
underlying warrants
|
Use
of proceeds
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We
will not receive any of the proceeds from the sale of the shares 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
|
See
“Risk Factors” beginning on page 5 and other information in this
prospectus for a discussion of factors you should consider carefully
before investing in shares of our common
stock.
|
Name of Selling Stockholder
|
Securities
Beneficially Owned Prior to Offering
(1)
|
Securities
which
may be Offered
Pursuant
to
this Offering (2)
|
Securities
Beneficially Owned After Offering
(3)
|
Percentage
Ownership After Offering
(4)
|
LC
Capital Master Fund Ltd.
c/o
Lampe Conway & Co.
680
Fifth Avenue – 12th
Floor
New
York, New York 10019
|
2,466,010(5)
|
83,520(6)
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2,382,490
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15.74%
|
Altima
Global Special Opportunities Master Fund Limited
Queensgate
House
South
Church Street
PO
Box 1234 GT
Grand
Cayman, Cayman Islands British West Indies
|
855,750(7)
|
192,000(8)
|
663,750
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4.96%
|
Pershing
Nominees Limited A/C PSL981
Capstan
House
One
Clove Crescent
East
India Dock
London
E14 2BH
|
250,000(9)
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228,000(10)
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22,000
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.16%
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RAB
Energy Fund Ltd
Credit
Suisse Client Nominees (UK) Limited
One
Cabot Square
London,
E14 4QJ
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412,424(11)
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128,000(12)
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284,424
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2.13%
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Caldwell
Management AG
Baarerstrasse
53
P.O.
Box 4139
6304
Zug
Switzerland
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596,750(13)
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80,000(14)
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516,750
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3.87%
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Lloyd
I. Miller A4 Trust
MILFAM
II, LP
Lloyd
I. Miller
4550
Gordon Drive
Naples,
FL 34102
|
444,374(15)
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73,280(16)
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371,094
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2.74%
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Cadrela
Malta Limited
116,
Upper Rue D'Argens
MSD
1363
Msida,
Malta
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40,000(17)
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40,000(18)
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0
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0%
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HSBC
Bank PLC Account Clients
c/o
Brown Brothers Harriman & Co. 140 Broadway
New
York, NY 10005
|
16,000(19)
|
16,000
(20)
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0
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0%
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Edward
A. Sugar
785
5th
Avenue
Apt.
11C
New
York, New York 10022
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20,000
(21)
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20,000
(22)
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0
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0%
|
Forest
Nominees Limited A/C GCI
PO
BOX 328
St
Peter Port
Guernsey
GYI 3TY
United
Kingdom
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32,000
(23)
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32,000
(24)
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0
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0%
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John
Elliot Ford
15
Lafayette Ct, Apt 2D
Greenwich,
CT 06830
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12,000(25)
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12,000
(26)
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0
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0%
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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. Except as otherwise noted herein, the number of shares
beneficially owned by each selling stockholder identified in this table is
as of November 13, 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.
|
(2)
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In
the event not all of the Warrants are exercised or should some of the
Warrants be terminated pursuant to our call right in the case of the
Callable Warrants, the number of shares that will actually be issued will
be less than the number of shares being offered by this
prospectus.
|
(3)
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Assumes
the sale of all shares of common stock offered
hereby.
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(4)
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Based
upon (a) 13,338,148
shares of common stock outstanding as of November 13, 2009, which includes
the 678,600 shares of common stock issued in the Private Placement; (b) as
to each selling stockholder, an additional number of shares outstanding
giving effect to the exercise by that stockholder only of all of the
Warrants issued to that stockholder in the Private
Placement; (c) as to L.C. Capital Master Fund, Ltd., only, an
additional 1,589,638 shares outstanding giving effect to the conversion of
the Loan and issuance of the Loan Shares described in footnote (5)
below;and (d) as to MILFAM II, LP and Lloyd I. Miller A4 Trust only, an
additional 176,627 shares outstanding giving effect to the conversion of
the Loan and issuance of the Loan Shares described in footnote
(15) below.
|
|
(5)
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LC
Capital Master Fund Ltd. is the holder of 90% of our loan under our credit
facility (“Loan”).
|
|
Based
upon a Form 4 filed on November 6, 2009 with the SEC by LC Capital Master
Fund Ltd.
Includes
663,492 shares of common stock beneficially owned as of November 6, 2009,
including 62,640 shares acquired in the Private Placement, 288,000 shares
acquired in our 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 2008 private placement, of which 96,000 were
exercised on November 23, 2009 but as to which shares have not yet been
issued of record, and 20,880 shares issuable upon the exercise of Warrants
acquired in our 2009 Private Placement. Includes 585,000
shares of common stock issuable upon conversion of $4,095,000 in principal
under our credit facility (the "Loan") as of October 30, 2009 at a
conversion rate of $7.00 per share and 993,533 shares of common stock
issuable upon conversion of $34,773,665 in principal and interest under
the Loan as of October 30, 2009 at a conversion rate of $35.00 per
share. Does not include 275,070 shares of common stock issuable
upon conversion of a maximum of an additional $9,627,450 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 275,070 shares of common stock, only 11,105 shares were beneficially
owned by LC Capital Master Fund Ltd. as of October 30, 2009 as a result of
common stock issuable upon conversion of $388,625 of interest, which is
the amount of interest that will have accrued within 60 days of October
30, 2009. These shares are included. Does not include 177,833 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 & Co., LLC ("LC&C"), 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) LC&C acts
as investment manager to Partners and the Master Fund pursuant to certain
investment management agreements, and as a result of such agreements,
LC&C 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, LC&C and
International and are the natural persons with voting and dispositive
power over these securities.
LC
Capital Master Fund Ltd. and/or its affiliates have designated Mr. Stephen
E. Courter, a director of the Company, as their designee on our Board of
Directors.
|
(6)
|
Includes
62,640 shares acquired in the Private Placement and 20,880 shares issuable
upon exercise of the Warrants.
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(7)
|
Includes
144,000 shares acquired in the Private Placement and 48,000 shares
issuable upon exercise of the
Warrants.
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(8)
|
Includes
144,000 shares acquired in the Private Placement and 48,000 shares
issuable upon exercise of the
Warrants.
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(9)
|
Includes
171,000 shares acquired in the Private Placement and 57,000 shares
issuable upon exercise of the Warrants. The selling stockholder holds
these securities as nominee for Williams De Broe
Limited. Len Russell account executive of Williams De
Broe Limited, is the natural born person that has voting and dispositive
power over 42,140 shares and 9,380 Warrants. Bob Catto, as investment
director of Williams De Broe Limited, is the natural born person that has
voting and dispositive power over 129,390 shares and 43,130 Warrants on
behalf of five execution-only clients, and over 21,470 shares and 4,490
Warrants for discretionary clients.
|
(10)
|
Includes
171,000 shares acquired in the Private Placement and 57,000 shares
issuable upon exercise of the
Warrants.
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(11)
|
Includes
96,000 shares acquired in the Private Placement and 32,000 shares issuable
upon exercise of the Warrants. Mark Redway, Senior Fund Manager
of the selling stockholder, and Gavin Wilson, Director of Energy
Investments of the selling stockholder, are the natural born persons with
voting and dispositive power over these
securities.
|
(12)
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Includes
96,000 shares acquired in the Private Placement and 32,000 shares issuable
upon exercise of the Warrants.
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(13)
|
Includes
60,000 shares acquired in the Private Placement and 20,000 shares issuable
upon exercise of the Warrants. Philip Caldwell, owner of
Caldwell Management, Kin Tang, Investment Manager of Caldwell Management,
and Claudio Buehler, Investment Manager of Caldwell Management, are the
natural born persons with voting and dispositive power over these
securities.
|
(14)
|
Includes
60,000 shares acquired in the Private Placement and 20,000 shares issuable
upon exercise of the Warrants.
|
(15)
|
Lloyd
I. Miller A4 Trust is owned and operated by Lloyd I.
Miller. MILFAM II, LP, also owned and operated by Lloyd I.
Miller, is the holder of 10% of our loan under our credit facility
(“Loan”). Lloyd I. Miller is the natural born person with voting and
dispositive power over these
securities..
|
|
Includes
249,427 shares of common stock beneficially owned as of November 12, 2009,
including 54,960 shares acquired in the Private Placement, and 194,467
shares of common stock beneficially owned immediately prior to the Private
Placement. Includes 18,320 shares issuable upon the exercise of
Warrants acquired in our 2009 Private Placement. Includes
65,000 shares of common stock issuable upon conversion of $455,000 in
principal under our credit facility (the "Loan") as of October 30, 2009 at
a conversion rate of $7.00 per share and 110,393 shares of common stock
issuable upon conversion of $3,863,755 in principal and interest under the
Loan as of October 30, 2009 at a conversion rate of $35.00 per
share. Does not include 30,563 shares of common stock issuable upon
conversion of a maximum of an additional $1,069,705 in interest which may
accrue in favor of MILFAM II, LP during the term of the Loan, assuming no
further extension of the maturity date of the Loan. Of the 30,563 shares
of common stock, only 1,234 shares were beneficially owned by MILFAM II,
LP as of October 30, 2009 as a result of common stock issuable upon
conversion of $43,190 of interest, which is the amount of interest that
will have accrued within 60 days of October 30, 2009. These shares are
included. Does not include 19,759 shares of stock issuable in the event of
a further two year extension of the maturity date of the
Loan.
Lloyd I. Miller shares voting and
dispositive power with the trustees of certain trusts with respect to
55,503 shares held by such trusts.
|
(16)
|
Includes
54,960 shares acquired in the Private Placement and 18,320 shares issuable
upon exercise of the Warrants.
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(17)
|
Includes
30,000 shares acquired in the Private Placement and 10,000 shares issuable
upon exercise of the Warrants. Diane Vella Bianco and/or David
Vella, as the representatives of Cadrela Malta Limited are the natural
born persons with voting and dispositive power over these
securities.
|
(18)
|
Includes
30,000 shares acquired in the Private Placement and 10,000 shares issuable
upon exercise of the Warrants.
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(19)
|
Includes
12,000 shares acquired in the Private Placement and 4,000 shares issuable
upon exercise of the Warrants. The selling stockholder holds
these securities as nominee for El Oro Limited. Clement Robine
Woodbine Parish, of El Oro Limited, is the natural person with
voting and dispositive power over these
securities.
|
(20)
|
Includes
12,000 shares acquired in the Private Placement and 4,000 shares issuable
upon exercise of the Warrants.
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(21)
|
Includes
15,000 shares acquired in the Private Placement and 5,000 shares issuable
upon exercise of the Warrants. Edward Sugar is the natural born person
with voting and dispositive power over these securities
.
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(22)
|
Includes
15,000 shares acquired in the Private Placement and 5,000 shares issuable
upon exercise of the Warrants.
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(23)
|
Includes
24,000 shares acquired in the Private Placement and 8,000 shares issuable
upon exercise of the Warrants. The selling stockholder holds these
securities in nominee for Hawkwood Capital LLP. Russell
Duckworth is the natural born person that has voting and dispositive power
of the shares.
|
(24)
|
Includes
24,000 shares acquired in the Private Placement and 8,000 shares issuable
upon exercise of the Warrants.
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(25)
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Includes
9,000 shares acquired in the Private Placement and 3,000 shares issuable
upon exercise of the Warrants. John Elliot Ford is the natural born person
with voting and dispositive power over these
securities.
|
(26)
|
Includes
9,000 shares acquired in the Private Placement and 3,000 shares issuable
upon exercise of the Warrants.
|
|
·
|
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;
|
·
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our
Current Report on Form 8-K filed on February 12,
2009;
|
|
·
|
our
Current Report on Form 8-K filed on April 8,
2009;
|
·
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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;
|
·
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our
Current Report on Form 8-K filed on May 27,
2009;
|
|
·
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our
Current Report on Form 8-K filed on June 4 ,
2009;
|
|
·
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our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, filed
on August 10, 2009;
|
|
·
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our
Current Report on Form 8-K filed on October 26,
2009;
|
·
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our
Quarterly Report on Form 10-Q for the quarter ended September 30, 2009,
filed on November 6, 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 SEC on May 26,
1988;
|
o
|
Form
8-K filed with the SEC on June 2,
1992;
|
o
|
Form
8-K filed with the SEC on May 18, 1999;
and
|
o
|
Annual
Report on Form 10-K for the year ended December 31, 2003, filed on
November 2, 2004
|
SEC registration fee | $ | 549.81 |
Printing expenses | $ | 0.00 |
Accounting fees and expenses | $ | 10,000.00 |
Legal fees and expenses | $ | 5,000.00 |
Miscellaneous | $ | 0.00 |
Total | $ | 15,549.81 |
(1)
|
for
any breach of the director's duty of loyalty to Cadiz or its
stockholders;
|
(2)
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for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of
law;
|
(3)
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under
Section 174 of the Delaware General Corporation Law;
or
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(4)
|
for
any transaction from which the director derived an improper personal
benefit.
|
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(4) |
4.8 | Amended and Restated Certificate of Designations of Series F Preferred Stock of Cadiz Inc. dated November 30, 2004(5) |
4.9 | Second Amended and Restated Certificate of Designations of Series F Preferred Stock of Cadiz Inc. dated June 30, 2006(6) |
4.10 | Cadiz Inc. Bylaws, as amended(7) |
4.11 | Certificate of Elimination of Series F Preferred Stock of Cadiz Inc. (as filed August 3, 2007)(8) |
4.12 | Form of Subscription Agreement used for issuance of Units in October and November 2009 |
4.13 | Form of Warrant Agreement |
5.1 | Opinion of Theodora Oringher Miller & Richman PC as to the legality of the securities being registered |
23.1 | Consent of PricewaterhouseCoopers LLP |
23.2 | Consent of Theodora Oringher Miller & Richman PC (included in its opinion filed as Exhibit 5.1) |
24.1 | Power of Attorney (included on signature page) |
99.1 | Letter of Intent with Golden State Water Company dated June 1, 2009 |
(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, filed on November 2, 2004 and incorporated herein by
reference
|
(5)
|
Previously
filed as an exhibit to our current report on Form 8-K dated November 30,
2004 and filed on December 2, 2004, and incorporated herein by
reference
|
(6)
|
Previously
filed as an exhibit to our current report on Form 8-K dated July 6, 2006
and filed on July 6, 2006, and incorporated herein by
reference
|
(7)
|
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
|
(8)
|
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
|
|
(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)
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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 a 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;
|
|
(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; and
|
|
(3)
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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:
|
|
(i)
|
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.
|
By: | /s/ Keith Brackpool |
Keith Brackpool | |
Chairman and Chief Executive Officer |
SIGNATURE
|
TITLE
|
DATE
|
/s/ Keith Brackpool
Keith
Brackpool
|
Chief
Executive Officer
and
Director
(Principal
Executive Officer)
|
November
24, 2009
|
/s/ Timothy J.
Shaheen
Timothy
J. Shaheen
|
Chief
Financial Officer and Director
(Principal
Financial and
Accounting
Officer)
|
November
24, 2009
|
/s/ Murray H.
Hutchison
Murray
H. Hutchison
|
Director
|
November
24, 2009
|
/s/ Raymond J.
Pacini
Raymond
J. Pacini
|
Director
|
November
24, 2009
|
/s/ Stephen J.
Duffy
Stephen
J. Duffy
|
Director
|
November
24, 2009
|
/s/ Winston H.
Hickox
Winston
H. Hickox
|
Director
|
November
24, 2009
|
/s/ Geoffrey Grant
Geoffrey
Grant
|
Director
|
November
24, 2009
|
/s/ Stephen E.
Courter
Stephen
E. Courter
|
Director
|
November
24, 2009
|
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(4) |
4.8 | Amended and Restated Certificate of Designations of Series F Preferred Stock of Cadiz Inc. dated November 30, 2004(5) |
4.9 | Second Amended and Restated Certificate of Designations of Series F Preferred Stock of Cadiz Inc. dated June 30, 2006(6) |
4.10 | Cadiz Inc. Bylaws, as amended(7) |
4.11 | Certificate of Elimination of Series F Preferred Stock of Cadiz Inc. (as filed August 3, 2007)(8) |
4.12 | Form of Subscription Agreement used for issuance of Units in October and November 2009 |
4.13 | Form of Warrant Agreement |
5.1 | Opinion of Theodora Oringher Miller & Richman PC as to the legality of the securities being registered |
23.1 | Consent of PricewaterhouseCoopers LLP |
23.2 | Consent of Theodora Oringher Miller & Richman PC (included in its opinion filed as Exhibit 5.1) |
24.1 | Power of Attorney (included on signature page) |
99.1 | Letter of Intent with Golden State Water Company dated June 1, 2009 |
(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, filed on November 2, 2004, and incorporated herein by
reference
|
(5)
|
Previously
filed as an exhibit to our current report on Form 8-K dated November 30,
2004 and filed on December 2, 2004, and incorporated herein by
reference
|
(6)
|
Previously
filed as an exhibit to our current report on Form 8-K dated July 6, 2006
and filed on July 6, 2006, and incorporated herein by
reference
|
(7)
|
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
|
(8)
|
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
|