Filed Pursuant to Rule 424(b)(3)and Rule 424(c)
Registration Statement No. 333-53768
Dated: April 29, 2002
Prospectus Supplement
(To Prospectus Dated January 16, 2001)
PROSPECTUS SUPPLEMENT
CADIZ INC.
WARRANTS FOR THE PURCHASE OF 1,150,000 SHARES OF
COMMON STOCK AND COMMON STOCK UNDERLYING WARRANTS
AND 1,517,861 ADDITIONAL SHARES OF COMMON STOCK
This prospectus supplement relates to the offer and
sale of warrants to purchase up to 1,150,000 shares of
common stock and the common stock issuable upon the exercise
of these warrants, plus an additional 1,517,861 shares of
common stock, as described on the cover page of the
prospectus dated January 16, 2001, to which this prospectus
supplement is attached.
This prospectus supplement should be read in
conjunction with the prospectus, which is to be delivered
with this prospectus supplement. This prospectus supplement
is qualified by reference to the prospectus except to the
extent that the information in this prospectus supplement
updates and supersedes the information contained in the
prospectus.
___________________
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE 4 OF THE ATTACHED PROSPECTUS TO
READ ABOUT FACTORS THAT YOU SHOULD CONSIDER BEFORE BUYING
SHARES OF OUR COMMON STOCK.
___________________
Effective as of January 31, 2002, Cadiz amended and
restated 825,000 warrants to purchase common stock held by
Middenbank Curacao, N.V. to reduce the exercise price of the
warrants to $1.75 per share, subject to further adjustment
as described under the caption "Description of Securities"
below. This prospectus supplement amends portions of the
prospectus in order to reflect the reduction in the exercise
price of these warrants. These 825,000 warrants are
included in the securities being offered for sale by
Middenbank Curacao, N.V. under the prospectus.
COVER PAGE OF PROSPECTUS
-----------------------
THE FIRST SENTENCE OF THE SECOND PARAGRAPH OF THE COVER
PAGE OF THE PROSPECTUS IS AMENDED TO READ AS FOLLOWS:
The warrants entitle the holders to purchase common
stock at a price of $1.75 or $7.75 per share, except in some
cases where these prices may be adjusted.
DESCRIPTION OF SECURITIES
-------------------------
THE DESCRIPTION OF SECURITIES SET FORTH BELOW
SUPERSEDES THE INFORMATION CONTAINED IN THE PROSPECTUS UNDER
THE HEADING "DESCRIPTION OF SECURITIES."
The selling securityholders are offering for sale under
this prospectus warrants to purchase up to 1,150,000 shares
of common stock, the common stock issuable upon the exercise
of these warrants and 1,517,861 additional shares of common
stock.
The description of our common stock is contained in our
registration statement filed with the SEC on Form 8-A on May
8, 1984, as amended by reports on Form 8-K filed with the
SEC on May 26, 1988, June 2, 1992 and May 18, 1999.
825,000 of the warrants covered by this prospectus are
being offered for sale by Middenbank Curacao, N.V., an
indirect affiliate of one of our lenders, ING Baring (U.S.)
Capital LLC. These 825,000 warrants were amended and
restated effective as of January 31, 2002 to reduce the
exercise price to $1.75 per share, subject to adjustment as
described below. The warrants expire on the following
dates:
Number of Expiration
Warrants Date
-------- ----
75,000 04/30/03
100,000 04/05/04
150,000 10/31/04
50,000 04/30/05
100,000 10/31/05
200,000 11/25/04
112,500 04/13/05
37,500 05/08/05
-------
825,000 TOTAL
=======
The exercise price and number of shares of common stock
which may be purchased upon exercise of the warrants are
subject to certain "anti-dilution" adjustments in the event
of any:
* Common stock dividend or other distribution to
holders of our common stock of additional shares of common
stock;
* Subdivision, reclassification or combination of
our common stock;
* Issuance to all holders of common stock of rights
or warrants to purchase shares of common stock at a price
less than the market price of our common stock;
* Distribution to all holders of common stock of any
assets or indebtedness, or subscription rights or warrants;
* Issuance of common stock at a price less than the
market price of our common stock; or
* Issuance of securities convertible into or
exchangeable for shares of common stock at a price less than
the market price of our common stock.
If any of the "dilution" events listed above occurs, the
exercise price of the warrants will be adjusted according to
a "weighted average" formula. That is to say, the adjusted
exercise price of the warrants will be determined by
multiplying the original exercise price by a fraction, the
numerator of which will equal the number of shares of common
stock outstanding on the date the "dilution" event occurs,
and the denominator of which will equal the number of shares
of common stock after the "dilution" event occurs. Whenever
the exercise price of the warrants is adjusted as described
above, the number of shares of common stock purchasable upon
exercise of the warrants will be simultaneously adjusted.
This adjustment will be made by multiplying the number of
shares of common stock issuable upon exercise of the warrants
immediately prior to the "dilution" event by the exercise
price in effect immediately prior to the "dilution" event and
dividing the product so obtained by the adjusted exercise
price.
The exercise price of all 825,000 of the warrants held
by Middenbank Curacao, N.V. will also be reduced if Cadiz
does not receive various regulatory approvals for the Cadiz
Program and/or pay off its outstanding term and revolving
loans to ING Baring (U.S.) Capital LLC, an entity indirectly
affiliated with the selling securityholder, by the target
dates as described in this paragraph. Specifically, if the
approvals are obtained by June 30, 2002, the exercise price
of the warrants will be reduced by $0.25 if all loans are
not repaid by July 31, 2002 and by an additional $0.25 if
all loans are not repaid by October 31, 2002. If the
approvals are not obtained by June 30, 2002, the price of
the warrants will be reduced by $0.75 if all loans are not
repaid by July 31, 2002 and by an additional $0.75 if all
loans are not repaid by October 31, 2002. The exercise
price of all 825,000 warrants held by Middenbank Curacao,
N.V. will be reduced to $0.01 if all loans are not repaid by
January 30, 2003.
The remaining warrants covered by this prospectus are
held by OZ Master Fund, Ltd. or OZF Credit Opportunities
Master Fund, Ltd. The exercise price of these warrants is
$7.75 per share, subject to adjustment as described below.
275,000 of these warrants are exercisable immediately; of
these 275,000 warrants, 200,000 expire on December 29, 2003
and 75,000 warrants expire on December 31, 2004. The
remaining 50,000 warrants are exercisable only if we elect
to convert our Series D Convertible Preferred Stock into
common stock on or prior to December 29, 2001. As we did
not elect to convert our Series D Convertible Preferred
Stock by this date, these 50,000 warrants cannot be
exercised by the OZ or OZF funds.
The exercise price and number of shares of common stock
which may be purchased upon exercise of any of the warrants
held by the OZ and OZF funds are subject to certain "anti-
dilution" adjustments which are similar to the anti-dilution
adjustments described above in connection with the warrants
held by Middenbank Curacao, N.V., except that the anti-
dilutive provisions of the OZ and OZF warrants are triggered
by the issuance of securities at a price below the exercise
price of these warrants, while the comparable anti-dilutive
provisions of the Middenbank Curacao warrants are triggered
by the issuance of securities at a price below the market
price of our common stock.
Each of the warrants covered by this prospectus
contains a "cashless exercise" provision. This provision
allows the warrant holder to pay the exercise price of the
warrant by accepting a number of shares of common stock
equal to the number of shares of common stock appearing on
the face of the warrant multiplied by a fraction, the
numerator of which is the excess of the current market price
of the common stock over the exercise price of the warrant,
and the denominator of which is the current market price of
the common stock.
SALES BY SELLING SECURITYHOLDERS
---------------------------------
FOOTNOTE 4 IN THE TABLE APPEARING IN THE SECTION OF THE
PROSPECTUS ENTITLED "SALES BY SELLING SECURITYHOLDERS" IS
AMENDED TO READ AS FOLLOWS:
(4) The securities sold by the selling
securityholder under this prospectus include: (i)
111,864 shares of common stock issued to the selling
securityholder in lieu of a cash payment in respect of
interest owing on Cadiz' loans outstanding from ING
Baring (U.S.) Capital LLC, an affiliate of the selling
securityholder; (ii) up to 350,000 additional shares
of common stock which may be issued in the future by
Cadiz to the selling securityholder in lieu of cash
payments in respect of interest owing on Cadiz' loans
outstanding from ING Baring; and (iii) warrants to
purchase 825,000 shares of common stock and the common
stock issuable upon the exercise of such warrants. The
825,000 warrants are immediately exercisable at an
exercise price of $1.75 per share (subject to
adjustment in certain circumstances as described in the
section of this prospectus called "Description of
Securities" on page 2) and expire on the following
dates: April 30, 2003 (with respect to 75,000
warrants); April 5, 2004 (with respect to 100,000
warrants); October 31, 2004 (with respect to 150,000
warrants); April 30, 2005 (with respect to 50,000
warrants); October 31, 2005 (with respect to 100,000
warrants); November 25, 2004 (with respect to 200,000
warrants); April 13, 2005 (with respect to 112,500
warrants); and May 8, 2005 (with respect to 37,500
warrants).
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER
REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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The date of this prospectus supplement is April 29, 2002