As filed with the Securities and Exchange Commission on November 14, 2006
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CADIZ INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0313235
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
777 S. FIGUEROA STREET, SUITE 4250
LOS ANGELES, CALIFORNIA 90017
(Address of principal executive offices)
OUTSIDE DIRECTOR COMPENSATION PLAN
(Full title of the plans)
KEITH BRACKPOOL
CHIEF EXECUTIVE OFFICER
CADIZ INC.
777 S. FIGUEROA STREET, SUITE 4250
LOS ANGELES, CALIFORNIA 90017
(Name and address of agent for service)
(213) 271-1600
(Telephone number, including area code, of agent for service)
Copies of communications to:
HOWARD UNTERBERGER, ESQ.
J. BRAD WIGGINS, ESQ.
TORRIE M. BYERS, ESQ.
STEPHAN, ORINGHER, RICHMAN, THEODORA & MILLER, P.C.
2029 CENTURY PARK EAST, SIXTH FLOOR
LOS ANGELES, CALIFORNIA 90067
(310) 557-2009
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price offering registration
be registered registered per unit(2) price(2) fee
--------------------------------------------------------------------------------
Common Stock(1) 50,000 shares $ 19.60 $ 980,000 $ 107.00
--------------------------------------------------------------------------------
(1) These securities are issuable under the Cadiz Inc.
Outside Director Compensation Plan (the "Plan").
(2) Pursuant to Rule 457(h) and Rule 457(c) under the
Securities Act of 1933, as amended, the offering price and the
amount of the fee for these shares were computed based on the
average of the high and low prices of the Company's Common
Stock as reported by the Nasdaq Global Market for November 8,
2006, which date is within five business days prior to the
initial filing date of this registration statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
This registration statement registers shares issuable under
the Cadiz Inc. Outside Outside Director Compensation Plan (the
"Plan").
The prospectus documents containing the information
specified in Part I of Form S-8 need not be filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities
Act of 1933, as amended (the "Securities Act"), but will be sent
or given to employees as specified by Rule 428(b)(1) under the
Securities Act.
The shares registered by this registration statement for
issuance under the Plan may be resold by the recipients of the
shares pursuant to the Reoffer Prospectus that has been prepared
in accordance with Instruction C to Form S-8 and included in Part
I of this registration statement.
REOFFER PROSPECTUS
50,000 Shares of Common Stock
CADIZ INC.
The shares of common stock, $0.01 par value per share, of
Cadiz Inc. ("Cadiz") covered by this Reoffer Prospectus (the
"Shares") may be offered and sold to the public by selling
stockholders of Cadiz named in this Reoffer Prospectus (the
"Selling Stockholders"). The Selling Stockholders have acquired
the Shares pursuant to the Cadiz Outside Director Compensation
Plan (the "Plan").
The Selling Stockholders may be deemed to be affiliates of
Cadiz and, as such, would be subject to limitations on their
ability to sell the Shares outside of this Reoffer Prospectus
pursuant to Rule 144 under the Securities Act of 1933, as amended
(the "Securities Act"). This Reoffer Prospectus has been prepared
to allow for future sales by the Selling Stockholders to the
public without limitation.
Our common stock is traded on the Nasdaq Global Market under
the symbol "CDZI." On November 8, 2006, the last reported sale
price of our common stock on Nasdaq was $19.50.
The Selling Stockholders may sell their Shares directly or
indirectly in one or more transactions on the Nasdaq Global
Market (formerly the Nasdaq National Market), in negotiated
transactions, or both. These sales may occur at fixed prices that
are subject to change, at 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. See "Plan of
Distribution."
Cadiz will not receive any proceeds from the sale of the
Shares by the Selling Stockholders.
-----------
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE 5.
-----------
The Securities and Exchange Commission and state securities
commissions have not approved or disapproved these securities or
determined if this Reoffer Prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
-----------
The date of this Reoffer Prospectus is November 14, 2006.
TABLE OF CONTENTS
Page
Where You Can Find More Information. . . . . . . . . . . . . . .2
Incorporation of Certain Documents by Reference. . . . . . . . .3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . .4
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . 5
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . .7
Selling Stockholders. . . . . . . . . . . . . . . . . . . . . . 7
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . 8
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . .9
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
You should rely only on the information contained in this
Reoffer Prospectus or any supplement. We have not authorized
anyone to provide you with information different from that which
is contained in or incorporated by reference in this Reoffer
Prospectus. The Selling Stockholders are offering to sell Shares
and seeking offers to buy Shares only in jurisdictions where
offers and sales are permitted. The information contained in this
Reoffer Prospectus is accurate only as of the date of this
Reoffer Prospectus, regardless of the time of delivery of this
Reoffer Prospectus or of any sale of the Shares.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-
8 under the Securities Act with respect to the Shares of common
stock offered hereby. This Reoffer Prospectus does not contain
all of the information set forth in the registration statement
and the exhibits thereto. For further information with respect to
Cadiz and the Shares offered hereby, reference is made to the
registration statement and the exhibits thereto.
We are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and, in accordance therewith, file reports and other information
with the Commission. The Registration Statement, including
exhibits, and the reports and other information filed by Cadiz
can be inspected without charge at the public reference
facilities maintained by the Commission at the Commission's
principal office at 100 F. Street, N.E., Washington, D.C., 20549.
You can request copies of these documents upon payment of a
duplicating fee by writing to the Commission. You may call the
Commission at 1-800-SEC-0330 for further information on the
operation of its public reference room. The Commission maintains
a website that contains reports, proxy and information statements
and other information regarding registrants that file
electronically with the Commission. The address of this site is
http://www.sec.gov. Cadiz shares are traded on the Nasdaq Global
Market under the symbol "CDZI."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by us with
the Commission pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated by reference in
this registration statement as of their respective dates:
(a) our Current Report on Form 8-K dated January 6, 2006, filed
on January 10, 2006;
(b) our Current Report on Form 8-K dated January 25, 2006,
filed on January 27, 2006;
(c) our Annual Report on Form 10-K for the year ended December
31, 2005, filed on March 16, 2006 and as amended by
Amendment No. 1 on Form 10-K/A filed on April 28, 2006;
(d) our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2006, filed on May 10, 2006;
(e) our Current Report on Form 8-K dated June 26, 2006, filed
on June 30, 2006;
(f) our Current Report on Form 8-K dated June 30, 2006, filed
on July 6, 2006;
(g) our Current Report on Form 8-K dated July 31, 2006, filed
on August 2, 2006;
(h) our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2006, filed on August 9, 2006;
(i) our Current Report on Form 8-K dated October 4, 2006, filed
on October 4, 2006;
(j) our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2006, filed on November 9, 2006;
(k) 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:
* Form 8-K filed with the SEC on May 26, 1988;
* Form 8-K filed with the SEC on June 2, 1992;
* Form 8-K filed with the SEC on May 18, 1999; and
* Annual Report on Form 10-K for the year ended December
31, 2003, filed on November 2, 2004
All documents filed by us pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior
to the termination of the offering shall be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified
or superseded for purposes of this Reoffer Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.
Cadiz will provide without charge to any person to whom this
Reoffer Prospectus is delivered, upon written or oral request of
such person, a copy of each document incorporated by reference in
the registration statement (other than exhibits to such documents
unless such exhibits are specifically incorporated by reference
into this Reoffer Prospectus). Requests should be directed to
O'Donnell Iselin II, Chief Financial Officer, at Cadiz, 777 South
Figueroa Street, Suite 4250, Los Angeles, California 90017.
Cadiz' telephone number is (213) 271-1600 and its website is
located at www.cadizinc.com. Information on the website is not
incorporated by reference into this Reoffer Prospectus.
THE COMPANY
Our primary asset consists of three blocks of land in
eastern San Bernardino County, California totaling approximately
45,000 acres. Virtually all of this land is underlain by high-
quality groundwater resources with demonstrated potential for
various applications, including water storage and supply programs
and recreational, residential, and agricultural development. Two
of the three properties are located in proximity to the Colorado
River Aqueduct, the major source of imported water for southern
California. The third property is located near the Colorado
River.
The value of these assets derives from a combination of
projected population increases and limited water supplies
throughout southern California. 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. We therefore believe that a
competitive advantage exists for companies that can provide high
quality, reliable, and affordable water to major population
centers.
We expect to be able to use our land assets and related water
resources to participate in a broad variety of asset development
programs, including water storage and supply, exchange, and
conservation programs with public agencies and other parties.
Our principal executive offices are located at 777 S.
Figueroa Street, Suite 4250, Los Angeles, California 90401-90017
and our telephone number is (213) 271-1600.
RISK FACTORS
Our business is subject to a number of risks, including those
described below.
OUR DEVELOPMENT ACTIVITIES HAVE NOT GENERATED SIGNIFICANT
REVENUES.
At present, our development activities are focused on water
resource 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 from 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 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 hydrologic risks of variable
water supplies, risks presented by allocations of water under
existing and prospective priorities, and risks of adverse changes
to or interpretations of U.S. federal, state and local laws,
regulations and policies. Additional risks attendant to such
programs 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 water supplies, and the time gap needed to
generate significant operating revenues from such programs after
operations commence.
OUR FAILURE TO MAKE TIMELY PAYMENTS OF PRINCIPAL AND INTEREST ON
OUR INDEBTEDNESS MAY RESULT IN A FORECLOSURE ON OUR ASSETS.
Effective June 29, 2006, we entered into a new senior
secured convertible loan facility with an initial principal
balance of $36.375 million. Our assets have been put up as
collateral to secure the payment of this debt. If we cannot
generate sufficient cash flow to make timely payments of
principal and interest on this indebtedness, 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, may result in a
cessation or sale of our operations.
THE ISSUANCE OF SHARES UNDER OUR MANAGEMENT EQUITY INCENTIVE PLAN
WILL IMPACT EARNINGS.
Under applicable accounting rules, the issuance of shares
and options under our Management Incentive Equity Plan will
result in a charge to earnings based on the value of our common
stock at the time of issue and the valuation of options at the
time of their award and will be recorded over the vesting period
in proportion to the quantities vested. Our Management Equity
Incentive Plan provides for the issuance of up to 1,472,051
shares of common stock. We have issued stock or options to
purchase stock representing 1,459,712 of the shares authorized
for issuance under this Management Equity Incentive Plan. Based
on the trading price of our common stock at the time of such
issuances, such issuances resulted in a charge to our earnings of
$16.7 million for our fiscal year ended December 31, 2005 and
will result in a further significant charge to our earnings for
our fiscal year ended December 31, 2006. The cost of
approximately 89% of the shares and options issued in our fiscal
year ended December 31, 2005 was an expense during 2005.
WE MAY NOT BE ABLE TO OBTAIN THE FINANCING WE NEED TO IMPLEMENT
OUR ASSET DEVELOPMENT PROGRAMS.
We may require additional capital to finance our operations
until such time as our asset development operations produce
revenues. 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. Any further equity
financings would result in the dilution of ownership interests of
our current stockholders.
WE HAVE REGISTERED FOR RESALE SHARES ISSUABLE UPON CONVERSION OF
THE LOAN UNDER OUR NEW CREDIT FACILITY AND ARE SUBJECT TO ADVERSE
CONSEQUENCES IF THE REGISTRATION OF THE SHARES DOES NOT REMAIN
EFFECTIVE.
Pursuant to the registration rights agreement which we
entered into as a condition to the loan under our new credit
facility, we have filed a registration statement with the SEC
covering the resale of all shares issuable upon conversion of the
loan. This registration statement was declared effective on
August 11, 2006. We are required to maintain the effectiveness
of this registration statement for at least 180 days after it was
declared effective. We must pay to the holders of the loan an
amount in cash equal to 0.5% of the initial principal amount of
the loan for each 30 day period (or portion thereof) during which
this requirement is not satisfied.
THE SALE OF SHARES COVERED BY THIS PROSPECTUS AND FUTURE SALES OF
COMMON STOCK COULD REDUCE THE MARKET PRICE OF OUR COMMON STOCK
AND DILUTE OUR FUTURE EARNINGS PER SHARE.
The registration for resale of common stock under this
prospectus increases the number of outstanding shares of our
common stock eligible for resale. The sale, or availability for
sale, of these shares, along with other shares which we have
previously registered for resale, could cause decreases in the
market price of our common stock, particularly in the event that
a large number of shares were sold in the public market over a
short period of time. Similarly, the perception that additional
shares of our common stock could be sold in the public market in
the future, could cause a reduction in the trading price of our
stock.
WE ARE RESTRICTED BY CONTRACT FROM PAYING DIVIDENDS AND WE DO NOT
INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.
Any return on investment on our common stock will depend
primarily upon the appreciation in the price of our common stock.
To date, we have never paid a cash dividend on our common stock.
The loan documents governing our senior secured convertible loan
facility prohibit the payment of dividends while such facilities
are 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 future years, 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.
USE OF PROCEEDS
Cadiz will not receive any proceeds from the sale of shares
that may be sold pursuant to this Reoffer Prospectus for the
accounts of the respective Selling Stockholders. The Selling
Stockholders will receive all such proceeds, net of brokerage
commissions, if any. See "Selling Stockholders" and "Plan of
Distribution."
SELLING STOCKHOLDERS
This Reoffer Prospectus relates to shares of common stock
that have been acquired by the Selling Stockholders pursuant to
the Plan. The inclusion in the table of the individuals named
therein shall not be deemed to be an admission that any such
individuals are "affiliates" of Cadiz.
The following is a list, as of November 14, 2006, of the
Selling Stockholders and the number of shares held and offered
for sale by each Selling Stockholder. This Reoffer Prospectus
will be amended or supplemented in the future to provide the
names and numbers of shares held and offered for sale by Selling
Stockholders to the extent that Shares offered for sale under
this Reoffer Prospectus have not yet been issued to participants
under the Incentive Plan.
Number of
Shares to
Number Number of Be Owned
Position in of Shares Shares to Be After the
Name the Company Owned(1) Offered(2) Offering(3)
---- ----------- --------- ------------ -----------
Murray Hutchison Director 15,209 10,209 5,000
Timothy J. Shaheen Director 59,659 2,369 57,290
Raymond J. Pacini Director 1,510 1,510 -0-
-------------------------
(1) Represents shares beneficially owned by the named
individual, including shares that such person has the right
to acquire within 60 days of the date of this Reoffer
Prospectus. Unless otherwise noted, all persons referred to
above have sole voting and sole investment power.
(2) Includes all Shares issued to date to the named Selling
Stockholders under the Plan. All of such Shares are being
registered under the registration statement of which this
Reoffer Prospectus is a part.
(3) Does not constitute a commitment to sell any or all of the
stated number of Shares of Common Stock. The number of
Shares offered shall be determined from time to time by each
Selling Stockholder at his or her sole discretion.
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.
To the extent necessary, we may amend or supplement this
Reoffer Prospectus from time to time to describe a specific 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 of 1933, 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 of 1933.
In addition to any shares sold hereunder, Selling
Stockholders may, at the same time, sell any shares of common
stock owned by them, including the Shares, in compliance with all
of the requirements of Rule 144, regardless of whether such
shares are covered by this Reoffer Prospectus. There can be no
assurance that any of the Selling Stockholders will sell any or
all of the Shares offered by them hereby.
We will pay all expenses of the registration of the shares.
We have notified the Selling Stockholders of the need to deliver
a copy of this Reoffer Prospectus in connection with any sale of
the shares.
LEGAL MATTERS
The validity of the shares being offered hereby has been
passed upon for Cadiz by Stephan, Oringher, Richman, Theodora &
Miller, P.C., 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,
2005, as amended, 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in
this Registration Statement:
(a) our Current Report on Form 8-K dated January 6, 2006, filed
on January 10, 2006;
(b) our Current Report on Form 8-K dated January 25, 2006,
filed on January 27, 2006;
(c) our Annual Report on Form 10-K for the year ended December
31, 2005, filed on March 16, 2006 and as amended by
Amendment No. 1 on Form 10-K/A filed on April 28, 2006;
(d) our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2006, filed on May 10, 2006;
(e) our Current Report on Form 8-K dated June 26, 2006, filed
on June 30, 2006;
(f) our Current Report on Form 8-K dated June 30, 2006, filed
on July 6, 2006;
(g) our Current Report on Form 8-K dated July 31, 2006, filed
on August 2, 2006;
(h) our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2006, filed on August 9, 2006;
(i) our Current Report on Form 8-K dated October 4, 2006, filed
on October 4, 2006;
(j) our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2006, filed on November 9, 2006;
(k) 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:
* Form 8-K filed with the SEC on May 26, 1988;
* Form 8-K filed with the SEC on June 2, 1992;
* Form 8-K filed with the SEC on May 18, 1999; and
* Annual Report on Form 10-K for the year ended December
31, 2003, filed on November 2, 2004
In addition, all documents subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be part thereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any subsequently filed document which also is deemed to be
incorporated by reference herein modifies or supersedes such
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits
the registrant's Board of Directors to indemnify any person
against expenses (including 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 such person is made a party
by reason of his being or having been a director, officer,
employee or agent of the registrant, in terms sufficiently broad
to permit such indemnification under certain circumstances 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.
The registrant's Bylaws provide for mandatory
indemnification of directors and officers of the registrant, and
those serving at the request of the registrant as directors,
officers, employees, or agents of other entities (collectively,
"Agents"), to the maximum extent permitted by law. The Bylaws
provide that such indemnification (other than in an action by or
in the right of the registrant) shall be a contract right between
each Agent and the registrant.
The registrant's Certificate of Incorporation provides that
a director of the registrant shall not be personally liable to
the registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the
registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. The registrant
has also purchased a liability insurance policy, which insures
its directors and officers against certain liabilities, including
liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following documents 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(5)
4.7 Certificate of Elimination of Series A Junior
Participating Preferred Stock of Cadiz Inc., dated
March 25, 2004(6)
4.8 Amended and Restated Certificate of Designations of
Series F Preferred Stock of Cadiz Inc. dated
November 30, 2004(7)
4.9 Second Amended and Restated Certificate of Designations
of Series F Preferred Stock of Cadiz Inc. dated June 30,
2006(8)
4.10 Cadiz Inc. Bylaws, as amended(9)
4.11 Credit Agreement dated June 26, 2006 among Cadiz
Inc., Cadiz Real Estate LLC, the lenders party thereto
and Peloton Partners LLP(10)
4.12 Amendment No. 1 to Credit Agreement dated September 29,
2006 among Cadiz Inc., Cadiz Real Estate LLC, the lenders
party thereto and Peloton Partners LLP(11)
4.13 Outside Director Compensation Plan(12)
5.1 Opinion of Stephan, Oringher, Richman, Theodora & Miller, P.C.
23.1 Consent of Independent Registered Public Accounting Firm
23.2 Consent of Stephan, Oringher, Richman, Theodora
& Miller, P.C. (included in Exhibit 5.1)
(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 filed on November
2, 2004, and incorporated herein by reference
(6) 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
(7) 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
(8) 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
(9) 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
(10) Previously filed as an exhibit to our registration statement
on Form S-3 (Registration No. 333-126117) and incorporated
herein by reference
(11) Previously filed as an exhibit to our current report on Form
8-K dated October 4, 2006 and filed October 4, 2006, and
incorporated herein by reference
(12) Previously filed as appendix B to our definitive proxy
dated October 10, 2006 and filed October 10, 2006, and
incorporated herein by reference
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) (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;
(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 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.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is on Form
S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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:
(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, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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 Securities 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 Securities 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-8 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 the 14th day of November,
2006.
CADIZ INC.
By: /s/Keith Brackpool
---------------------------
Keith Brackpool
Chairman of the Board and
Chief Executive Officer
KNOW ALL YE BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Keith Brackpool
and O'Donnell Iselin II, 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 of 1933, 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 of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/Keith Brackpool Chairman and Chief Executive November 14, 2006
----------------------- Officer(Principal Executive,
Keith Brackpool Financial and Accounting
Officer)
/s/O'Donnell Iselin II Chief Financial Officer November 14, 2006
----------------------- (Principal Financial and
O'Donnell Iselin II Accounting Officer)
/s/Murray H. Hutchison Director November 14, 2006
-----------------------
Murray H. Hutchison
/s/Timothy J. Shaheen Director November 14, 2006
-----------------------
Timothy J. Shaheen
/s/Raymond J. Pacini Director November 14, 2006
-----------------------
Raymond J. Pacini
/s/Stephen J. Duffy Director November 14, 2006
-----------------------
Stephen J. Duffy
/s/Winston Hickox Director November 14, 2006
-----------------------
Winston Hickox
EXHIBITS INDEX
The following documents 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(5)
4.7 Certificate of Elimination of Series A Junior
Participating Preferred Stock of Cadiz Inc., dated
March 25, 2004(6)
4.8 Amended and Restated Certificate of Designations of
Series F Preferred Stock of Cadiz Inc. dated
November 30, 2004(7)
4.9 Second Amended and Restated Certificate of Designations
of Series F Preferred Stock of Cadiz Inc. dated June 30,
2006(8)
4.10 Cadiz Inc. Bylaws, as amended(9)
4.11 Credit Agreement dated June 26, 2006 among Cadiz
Inc., Cadiz Real Estate LLC, the lenders party thereto
and Peloton Partners LLP(10)
4.12 Amendment No. 1 to Credit Agreement dated September 29,
2006 among Cadiz Inc., Cadiz Real Estate LLC, the lenders
party thereto and Peloton Partners LLP(11)
4.13 Outside Director Compensation Plan(12)
5.1 Opinion of Stephan, Oringher, Richman, Theodora & Miller, P.C.
23.1 Consent of Independent Registered Public Accounting Firm
23.2 Consent of Stephan, Oringher, Richman, Theodora
& Miller, P.C. (included in Exhibit 5.1)
(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 filed on November
2, 2004, and incorporated herein by reference
(6) 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
(7) 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
(8) 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
(9) 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
(10) Previously filed as an exhibit to our registration statement
on Form S-3 (Registration No. 333-126117) and incorporated
herein by reference
(11) Previously filed as an exhibit to our current report on Form
8-K dated October 4, 2006 and filed October 4, 2006, and
incorporated herein by reference
(12) Previously filed as appendix B to our definitive proxy dated
October 10, 2006 and filed October 10, 2006, and
incorporated herein by reference