As filed with the Securities and Exchange Commission on May 3, 2002
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CADIZ INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0313235
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Wilshire Boulevard
Suite 1600
Santa Monica, California 90401-1111
(310) 899-4700
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Jennifer Hankes Painter
Vice President and General Counsel
100 Wilshire Boulevard
Suite 1600
Santa Monica, California 90401-1111
(310) 899-4700
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
------------------
Copies of communications to:
Howard J. Unterberger, Esq.
Christina Lycoyannis, Esq.
Miller & Holguin
1801 Century Park East, Seventh Floor
Los Angeles, California 90067
(310) 556-1990
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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: / /
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, 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. / /
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. / /
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Maximum Maximum
Class of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Unit Price Fee
---------------- ------------------ ---------- -------- ----------
Common Stock,
Par Value
$0.01 Per Share 1,500,000 Shares(1) $ 10.19(2) $15,285,000 $1,406.22
Warrants for
the Purchase
of Common
Stock 250,000 Warrants(3)
================================================================
(1) The shares of common stock which may be offered by the
selling securityholder pursuant to this registration
statement include but are not limited to: (i) up to 250,000
shares of common stock issuable upon the exercise of
warrants and (ii) up to 1,250,000 shares of common stock
issuable upon the conversion of up to $10,000,000 of Cadiz'
indebtedness. In accordance with Rule 416 of Regulation C
under the Securities Act of 1933, this registration
statement also covers any additional shares of common stock
issued or issuable to the selling securityholder as a result
of a stock split, stock dividend or 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 National Stock Market
for April 29, 2002, which date is within five business days
prior to the initial filing date of this registration statement.
(3) No fee for registration of the warrants is required by virtue
of the last sentence of Rule 457(g).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF
1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
PROSPECTUS
DATED May 3, 2002, SUBJECT TO COMPLETION
CADIZ INC.
WARRANTS FOR THE PURCHASE OF 250,000 SHARES OF COMMON STOCK AND COMMON STOCK
UNDERLYING WARRANTS AND 1,250,000 ADDITIONAL SHARES OF COMMON STOCK
The selling securityholder is offering and selling:
* warrants to purchase 250,000 shares of common stock and
250,000 shares of common stock issuable upon the
exercise of these warrants; and
* 1,250,000 additional shares of common stock issuable
upon conversion of up to $10 million of Cadiz'
indebtedness.
We issued the 250,000 warrants to the selling securityholder
in a private transaction exempt from the registration requirements
of the Securities Act of 1933. We issued these warrants to the
selling securityholder as partial consideration to induce an
indirect affiliate of the selling securityholder to extend until
January 31, 2003 the due date of $15 million of previously
outstanding loans from this affiliate to Cadiz. In March 2002, we
obtained $10 million in additional loans from the same lender
which are convertible into common stock at a conversion rate of $8
per share, at the lender's option. The resale by the selling
securityholder of up to 1,250,000 shares of common stock issuable
upon conversion of this indebtedness is also registered under this
prospectus. We do not know when or how the selling
securityholder intends to sell its shares or warrants or what the
price, terms or conditions of any sales will be. The selling
securityholder may sell the shares or warrants directly or through
underwriters, dealers or agents, who may receive compensation.
The selling securityholder may sell the shares or warrants in
privately negotiated transactions and may also sell the shares in
market transactions. Cadiz will not receive any proceeds from the
sale of the shares or warrants by the selling securityholder.
However, Cadiz will receive the exercise price of the warrants if
and when they are exercised, unless the warrants are exercised
pursuant to a "cashless exercise" provision. Half of the warrants
entitle the holders to purchase common stock at an initial
exercise price per share of $8.80. The remaining warrants are
exercisable at an initial exercise price per share of $8.73.
Cadiz' common stock is traded on the Nasdaq National Stock
Market System under the symbol "CLCI". On May 2, 2002, the
last reported sale price of our common stock on Nasdaq was $10.67.
----------------
AN INVESTMENT IN THESE SECURITIES IS RISKY. YOU SHOULD
PURCHASE THESE SECURITIES IF YOU CAN AFFORD TO LOSE YOUR ENTIRE
INVESTMENT. PLEASE SEE THE RISK FACTORS BEGINNING ON PAGE 1 TO
READ ABOUT CERTAIN FACTORS YOU SHOULD CONSIDER BEFORE BUYING
SHARES OF COMMON STOCK OR WARRANTS TO PURCHASE COMMON STOCK.
------------------
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___________, 2002.
TABLE OF CONTENTS
Page
Notice About Forward Looking Statements. . . . . . . . . . . . 1
About Cadiz and Sun World. . . . . . . . . . . . . . . . . . . 1
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . .1
Description of Securities. . . . . . . . . . . . . . . . . . . 6
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . 8
Sales by Selling Securityholder. . . . . . . . . . . . . . . . 8
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . 10
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . .11
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Where You Can Find More Information. . . . . . . . . . . . . .11
Page i
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 1. 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 11.
ABOUT CADIZ AND SUN WORLD
Cadiz' primary businesses consist of water resource
management and agricultural operations on both a domestic and
international scope. Our assets encompass landholdings with high-
quality groundwater resources and agricultural properties located
throughout central and southern California with valuable water
rights. We believe that our access to water provides us with a
competitive edge both as a major agricultural concern and as a
supplier of water.
Our wholly-owned subsidiary, Sun World International, Inc.,
is one of the largest developers, growers, packers and marketers
of proprietary fruits and vegetables in California. Sun World
also adds valuable water rights to our existing water resource
management operations. We also hold properties that are underlain
by high-quality groundwater resources with potential for water
storage and supply programs, and agricultural, municipal,
recreational and industrial development. We expect to utilize our
resources to participate in a broad variety of water storage and
supply, transfer, exchange and conservation programs with public
agencies and other parties.
We continually seek to develop and manage our water and
agricultural resources for their highest and best uses. We also
continue to evaluate acquisition opportunities which are
complementary to our current portfolio of water and agricultural
resources.
Our principal executive offices are located at 100 Wilshire
Boulevard, Suite 1600, Santa Monica, California 90401-1111 and our
telephone number is (310) 899-4700.
RISK FACTORS
An investment in shares of Cadiz common stock or warrants to
purchase shares of Cadiz 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.
WE HAVE A HISTORY OF OPERATING LOSSES AND MAY NEVER ACHIEVE
AND MAINTAIN PROFITABILITY UNLESS WE SUCCESSFULLY IMPLEMENT OUR
WATER DEVELOPMENT PROGRAMS. Our net losses were $8.6 million for
the year ended December 31, 1999, $22.5 million for the year
ended
Page 1
December 31, 2000 and $25.7 million for the year ended
December 31, 2001. We have derived substantially all of our
revenues to date from our agricultural operations as conducted
through our Sun World subsidiary. Until such time, if ever, as
we generate significant revenues from our water development
programs, our consolidated results of operations will be largely
dependent upon the results of our agricultural operations. We
may never become profitable unless we are able to successfully
implement our water development programs. If we do become
profitable, we may not be able to remain profitable.
FACTORS OUTSIDE OF OUR CONTROL CAN AFFECT THE PROFITABILITY
OF OUR AGRICULTURAL OPERATIONS. As a result, we cannot assure
you that our agricultural operations will be commercially
profitable. Numerous factors can affect the price, yield and
marketability of our crops. Crop prices may vary greatly from
year to year as a result of the relationship between production
and market demand. For example, the production of a particular
crop in excess of demand in any particular year will depress
market prices, and inflationary factors and other unforeseeable
economic changes may also, at the same time, increase our
operating costs. Adverse weather conditions, insects, blight or
other diseases, labor boycotts or strikes and shortages of
competent laborers could also affect the profitability of our
agricultural operations, as could changes in governmental
policies and industry production levels.
IF WE DO NOT RECEIVE THE APPROVAL OF GOVERNMENTAL
REGULATORS, WE WILL NOT BE ABLE TO IMPLEMENT OUR WATER
DEVELOPMENT PROGRAMS. Groundwater development, and the export of
surplus groundwater for sale to single entities such as public
water agencies, are not subject to regulation by existing
statutes, other than general environmental statutes applicable to
all development programs. We are in the process of obtaining the
required federal and local regulatory approvals for the Cadiz
Groundwater and Dry-Year Supply Program, one of our water
development programs. We sometimes refer to the Cadiz
Groundwater and Dry-Year Supply Program in this prospectus as the
"Cadiz Program". Under the proposed terms of the Cadiz Program,
during wet years, the Metropolitan Water District of Southern
California will store surplus Colorado River water in the aquifer
system underlying our property and during dry years, the stored
water, together with indigenous ground water, will be extracted
and delivered by pipeline to Metropolitan's service area. We
cannot assure you that we will be successful in obtaining the
necessary approvals for this program by our target of the second
quarter of 2002 or at all. Even if we obtain these approvals, we
cannot assure you that the Cadiz Program will become operational,
if at all, by our target of 18 to 24 months after we obtain these
approvals. Nor can we assure you that we will be able to receive
regulatory approvals for, or successfully implement, any of our
other water development programs.
IF WE DO NOT REACH A FINAL AGREEMENT WITH THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA, WE WILL NOT BE ABLE TO
IMPLEMENT THE CADIZ PROGRAM. In July 1998, Cadiz and
Metropolitan approved "principles," or outline terms, for a 50-
year agreement governing the Cadiz Program. Following extensive
negotiations, Cadiz and Metropolitan further refined the
"principles" to reach agreement on the basic economic terms of
the program and allocate responsibilities under the program.
Metropolitan's board of directors approved these definitive terms
in April 2001. These definitive terms will serve as the basis
for a final agreement to be executed by Cadiz and Metropolitan.
Metropolitan will not enter into a final agreement with Cadiz
until Cadiz receives the required approvals from federal and
state regulators. As discussed in the preceding paragraph, we
cannot assure you that we will be able to obtain the required
approvals. Even if we do obtain the required approvals, we
cannot assure you that we will be able to reach agreement with
Metropolitan on the final terms of the Cadiz Program.
LITIGATION BY ENVIRONMENTAL GROUPS MAY DELAY OR PREVENT THE
IMPLEMENTATION OF OUR WATER DEVELOPMENT PROGRAMS. If we are
successful in obtaining the necessary approvals from
environmental regulators to implement our water development
programs, including the Cadiz Program, we may face challenges
from environmental groups and other opponents of our water
Page 2
development programs. If these groups commence litigation after
governmental regulators approve the Cadiz Program, we may be
delayed or even prevented from implementing our water development
programs.
IF WE CANNOT OBTAIN ADDITIONAL FINANCING TO FUND DESIGN AND
CONSTRUCTION COSTS, WE MAY NOT BE ABLE TO IMPLEMENT OUR WATER
DEVELOPMENT PROGRAMS. As we continue to pursue our business
strategy, we will require additional financing in connection with
our water development programs and construction of those
programs. Under currently negotiated terms, Cadiz and
Metropolitan will equally share the responsibility for funding
the design, construction and implementation costs of the capital
facilities for the Cadiz Program. We are analyzing alternatives
for funding our 50% share of the estimated $150 million cost of
the program capital facilities. These funding alternatives
include long-term financing arrangements and utilizing monies we
expect to receive from Metropolitan for its initial purchase of
indigenous groundwater or storage rights. If we are unable to
obtain funding for our share of the cost from any of these
alternative sources, then the Cadiz Program will not go forward.
If the Cadiz Program does not go forward, then we may never
become profitable. We cannot assure you that we will be able to
finance the costs of implementing the Cadiz Program or any of our
other water development programs.
WE MAY NOT BE ABLE TO MAKE TIMELY PAYMENTS OF PRINCIPAL AND
INTEREST ON OUR INDEBTEDNESS, WHICH MAY RESULT IN A FORECLOSURE
ON OUR ASSETS. If we cannot generate sufficient cash flow to
make timely payments of principal and interest on our
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.
As of March 31, 2002, Cadiz and Sun World had indebtedness
outstanding to third parties of $35.1 million and $7.3 million,
respectively, under various term loans and revolving credit
facilities. Sun World also has $115 million of 11-1/4% First
Mortgage Notes due April 15, 2004. The assets of Cadiz and Sun
World have been put up as collateral to secure the payment of the
Cadiz and Sun World debt. Cadiz' term loans and revolving credit
facility are secured by its real property and water rights,
except for property and rights owned by Sun World. The Sun
World mortgage notes are secured by a first lien on the assets of
Sun World and its subsidiaries, other than growing crops, crop
inventories and accounts receivable, which secure the Sun World
revolving credit facility. The Sun World mortgage notes are also
secured by the stock of Sun World held by Cadiz.
IF OUR EXISTING CREDIT FACILITIES EXPIRE OR ARE INSUFFICIENT
TO MEET OUR NEEDS, WE MAY NOT BE ABLE TO SECURE FINANCING FROM
NEW LENDERS TO FUND OUR DAY-TO-DAY AGRICULTURAL OPERATIONS AND
IMPLEMENT OUR WATER DEVELOPMENT PROGRAMS. Cadiz and Sun World
currently rely on two revolving credit facilities under which
they can borrow, collectively, $55 million to meet their working
capital needs. $27.9 million was outstanding under these
revolving credit facilities as of March 31, 2002. These
revolving credit facilities and $15.9 million of the two
company's term loans are scheduled to expire or mature at various
times through January 31, 2003. If our current lenders do not
renew our loan facilities, we may not be able to obtain credit
elsewhere. Even if our current lenders renew our existing loan
facilities, we cannot assure you that these lenders will give us
additional credit should we need it.
THE PROPOSED COMBINATION OF OUR SUN WORLD SUBSIDIARY WITH
KINGDOM AGRICULTURAL HOLDING COMPANY (KADCO) MAY NOT OCCUR IF
NUMEROUS CONDITIONS ARE NOT MET. On January 16, 2002, we
announced our agreement in principle with KADCO, a private
Egyptian company owned by HRH Prince Alwaleed Bin Talal Bin Abdul
Aziz Alsaud, to combine the businesses of Sun World and KADCO.
Following the proposed combination, KADCO's shareholders will
have a 49.75% interest in the combined business, while Cadiz will
retain an ownership interest of 50.25%. The proposed combination
is subject to the negotiation and execution of definitive
agreements and a
Page 3
number of other important conditions. These
include obtaining consents of governmental authorities and third
parties with whom we have contracts, including our lenders.
KADCO and Sun World must also complete a "due diligence" review
of the other's operations. Further, KADCO must obtain additional
equity financing in order to complete the transaction. We cannot
assure you that we will be successful in negotiating the final
agreements with KADCO or that the proposed combination will take
place.
WE MAY NOT BE ABLE TO PRICE OUR WATER ON A COMPETITIVE BASIS
IF WE DO NOT DEVELOP COST-EFFECTIVE METHODS OF CONSTRUCTING AND
MAINTAINING EXTRACTION, MONITORING AND DELIVERY SYSTEMS FOR OUR
SURPLUS WATER. We face competition in the development of water
resources associated with our properties from several
competitors, some of which have significantly greater resources
than we do. Since California has scarce water resources and an
increasing demand for available water, we believe that price and
reliability of delivery are the principal competitive factors
affecting transfers of water in California. We cannot assure you
that we will be successful in developing cost-effective methods
of constructing and maintaining delivery systems for our surplus
water.
IF CURRENT WATER QUALITY STANDARDS CHANGE, OUR COST OF
COMPLYING WITH THESE STANDARDS MAY INCREASE SIGNIFICANTLY AND AS
A RESULT WE MAY NOT BE ABLE TO SELL OUR WATER TO WATER AGENCIES
AT PROFITABLE OR COMPETITIVE PRICES. Both the U.S. Environmental
Protection Agency and the California Department of Health
Services enforce regulations governing water quality standards
and maximum contaminant levels. These regulations affect water
agencies that supply water directly to consumers and that may buy
or lease water from us. If current standards for contaminants
such as arsenic and chromium-6 are revised in the future, our
cost of complying with these standards may increase
significantly, and we may not be able to sell our surplus water
and water rights to these water agencies at profitable or
competitive prices.
FACTORS OUTSIDE OF OUR CONTROL MAY DELAY OR PREVENT THE
IMPLEMENTATION OF OUR WATER DEVELOPMENT PROGRAMS. Factors which
may delay or prevent the implementation of our water development
programs include:
* Unforeseen technical difficulties and construction delays;
* Cost increases;
* Hydrologic risks of variable water supplies;
* Risks presented by allocations of water under existing
and prospective priorities; and
* Risks of adverse changes to U.S. federal, state and
local laws, regulations and policies.
If any of the events listed above occurs, we cannot assure you
that we will be able to implement our water development programs
on schedule or at all.
IF WE ARE UNABLE TO CREATE SUFFICIENT MARKETPLACE DEMAND FOR
OUR HIGH QUALITY TRADEMARKED BRANDS OF PRODUCE, OUR AGRICULTURAL
BUSINESS MAY BECOME MORE VULNERABLE TO PRICE COMPETITION AND OUR
SALES MAY BE REDUCED. The agricultural business is characterized
by a limited number of large international food companies, as
well as a large number of smaller independent growers and grower
cooperatives, including numerous growers from Mexico. No single
competitor has a dominant market share in the agricultural
industry due to the regionalized nature of these businesses. In
order to compete effectively, we emphasize recognition of our
trademarked brands and association of these brands with high
quality food products. If our marketing efforts and emphasis on
the quality of our trademarked brands do not generate sufficient
demand for our
Page 4
agricultural products, we may have to lower our
prices to be competitive with other producers and our sales could
be reduced.
SEASONAL TRENDS CHARACTERISTIC OF THE AGRICULTURAL INDUSTRY
CAUSE SUN WORLD'S OPERATING RESULTS TO FLUCTUATE FROM QUARTER TO
QUARTER. Sun World has historically received the majority of its
net income during the months of June to October following the
harvest and sale of its table grape and stonefruit crops. Due to
this concentrated activity, Sun World has historically incurred a
loss with respect to its agricultural operations in the other
months during the year.
OUR FAILURE TO COMPLY WITH ENVIRONMENTAL REGULATIONS RELATED
TO AGRICULTURAL OPERATIONS COULD RESULT IN SUBSTANTIAL CLEAN-UP
COSTS AND CAUSE A DECLINE IN THE VALUE OF OUR PROPERTIES. Our
agricultural operations are subject to a broad range of evolving
federal, state and local environmental laws and regulations.
These regulations govern how we handle, store, transport and
dispense products identified as hazardous materials which are
generated in the normal course of our agricultural operations.
If we do not properly comply with environmental regulations
governing the handling of our hazardous materials, we may be
subject to liability for the cleanup of these substances. The
costs of cleanup may be substantial. Our failure to comply with
these environmental regulations may also cause a decline in the
value of our properties.
OUR FAILURE TO COMPLY WITH FOOD SAFETY REGULATIONS COULD
REDUCE THE PROFITABILITY OF OUR AGRICULTURAL OPERATIONS. Our
agricultural operations are subject to regulations governing food
safety which are enforced by the U.S. Food and Drug
Administration, the U.S. Department of Agriculture and other
federal, state, local and foreign environmental and health
authorities. If we violate these regulations, we may be
prevented from selling our agricultural products and become
exposed to potential tort liability. These events could
adversely affect the marketing of our agricultural products,
which in turn could reduce the profitability of our agricultural
operations.
WE HAVE IMPLEMENTED ANTI-TAKEOVER PROVISIONS THAT COULD
DISCOURAGE OR PREVENT AN ACQUISITION OF OUR COMPANY, EVEN IF THE
ACQUISITION WOULD BE BENEFICIAL TO OUR STOCKHOLDERS, AND AS A
RESULT OUR MANAGEMENT MAY BECOME ENTRENCHED AND HARD TO REPLACE.
Provisions in our certificate of incorporation and bylaws could
make it more difficult for a third party to acquire us, even if
doing so would benefit our stockholders. These provisions
include:
* allowing our board of directors, exclusively, to fix the
number of the company's board of directors;
* allowing our board of directors, exclusively, to fill a
vacancy created by an expansion of the board of
directors, subject only to the rights of preferred
stockholders;
* allowing our board of directors to issue, without
stockholder approval, up to 100,000 shares of preferred
stock with terms set by the board of directors;
* limiting the ability of holders of our outstanding common
stock to call a special meeting of our stockholders; and
* preventing stockholders from taking actions by written
consent and requiring all stockholder actions to be taken
at a meeting of our stockholders.
Each of these provisions, as well as selected provisions of
Delaware law, could discourage potential takeover attempts, could
adversely affect the market price of our common stock and could
cause our management to become entrenched and hard to replace.
In addition, we have adopted a stockholder rights plan that,
along with the provisions of our Certificate of Incorporation and
bylaws, may have the effect of discouraging transactions
involving a change of control of our company.
Page 5
THE SALE OF SHARES COVERED BY THIS PROSPECTUS AND FUTURE
SALES OF COMMON STOCK COULD REDUCE THE MARKET PRICE OF OUR COMMON
STOCK PRICE AND DILUTE OUR 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
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. As of March 31, 2002, there
were 36,230,241 shares of common stock and the following
securities convertible into common stock outstanding, not
including the common stock and warrants covered by this
prospectus:
* 1.8 million employee stock options, the common shares
underlying which have been registered on registration
statements on Form S-8;
* 1,240,000 vested warrants outstanding;
* 817,325 deferred stock units;
* our Series D Convertible Preferred Stock convertible into
625,000 shares of common stock; and
* our Series E-1 and Series E-2 Convertible Preferred Stock
convertible into 1.0 million shares of common stock.
An additional 542,847 shares of our common stock are available
for grant under our stock option plan.
WE ARE RESTRICTED BY CONTRACT FROM PAYING DIVIDENDS AND WE
DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE. As a
result, 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.
Our ability to receive distributions from Sun World's cash flow
and to pay dividends in turn to our stockholders is restricted by
a series of covenants in the indenture governing Sun World's $115
million of 11-1/4% First Mortgage Notes due April 15, 2004.
These covenants do not allow for the payment of dividends by us
or by Sun World other than out of cumulative net income. Similar
restrictions are contained in the loan documents governing Sun
World's secured $30 million revolving credit facility, Sun
World's $5 million unsecured term loan and Cadiz' $25 million
revolving credit facility. 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.
DESCRIPTION OF SECURITIES
The selling securityholder, Middenbank Curacao, N.V., is
offering and selling under this prospectus:
* warrants to purchase 250,000 shares of common stock and
250,000 shares of common stock issuable upon the exercise
of these warrants; and
* 1,250,000 shares of common stock issuable upon conversion
of up to $10 million of Cadiz indebtedness held by ING
Baring (U.S.) Capital LLC, a limited liability corporation
which is indirectly affiliated with the selling
securityholder.
Page 6
The description of our common stock is contained in our
registration statement filed with the SEC on Form 8-A on May 8,
1984, file number 012114, as amended by reports on:
* Form 8-K filed with the SEC on May 26, 1988, file number
403832;
* Form 8-K filed with the SEC on June 2, 1992, file number
92161827; and
* Form 8-K filed with the SEC on May 18, 1999, file number
000-12114.
The basic terms of the warrants being offered and sold under
this prospectus are set forth in the table below:
Number When the
Name of Selling of Exercise Warrants Can Expiration
Securityholder Warrants Price Be Exercised Date
---------------- -------- ------------ ------------ ----------------
Middenbank 125,000 $ 8.80 Immediately February 1, 2005
Curacao, N.V. (subject to
adjustment)
125,000 $ 8.73 Immediately April 1, 2005
(subject to
adjustment)
The exercise price of all of the warrants described in the
table will 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 the warrants
will be reduced to $0.01 if all loans are not repaid by January
30, 2003.
The exercise price and number of shares of common stock which
may be purchased upon exercise of any of the warrants held by
Middenbank Curacao, N.V., as described in the table above, are
subject to "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 our 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 our 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.
Page 7
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.
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.
USE OF PROCEEDS
We will not receive any proceeds from the sale by the selling
securityholder of our common stock or warrants to purchase common
stock. However, we will receive an amount equal to the exercise
price of the warrants if and when any of these warrants are
exercised, unless a selling securityholder exercises its warrants
pursuant to the "cashless exercise" provision. We intend to use
the net proceeds, if any, from the exercise of the warrants for
working capital and general corporate purposes. Temporarily, we
may invest the net proceeds from the exercise of the warrants, if
any, in high grade short term interest bearing investments.
SALES BY SELLING SECURITYHOLDER
The selling securityholder is offering warrants to purchase
up to 250,000 shares of Cadiz common stock and the common stock
issuable upon the exercise of these 250,000 warrants, and
1,250,000 shares of common stock issuable upon conversion of up to
$10 million of Cadiz' indebtedness held by an indirect affiliate
of the selling securityholder. The following table sets forth, as
of the date of the prospectus, the name of the selling
securityholder, the number of shares of common stock and warrants
to purchase common stock that the selling securityholder
beneficially owns as of May 1, 2002, the number of shares of
common stock and warrants to purchase common stock beneficially
owned by the selling securityholder that may be offered for sale
from time to time by this prospectus and the number of shares and
percentage of common stock and warrants to purchase common stock
to be held by the selling securityholder assuming the sale of all
the common stock and warrants to purchase common stock offered by
this prospectus.
Except as indicated above, the selling securityholder has not
held any position or office or had a material relationship with
Cadiz or any of its affiliates within the past three years other
than as a result of the ownership of Cadiz common stock, warrants
to purchase Cadiz common stock and Sun World bonds. Cadiz may
amend or supplement this prospectus from time to time to update
the disclosure contained in this prospectus.
Page 8
Securities Securities Percentage
Beneficially Securities Beneficially Ownership
Owned Prior Offered Owned After After
Securityholder to Offering(1) for Sale Offering(1)(2) Offering(1)(3)
-------------- -------------- ------------ -------------- ---------
Middenbank
Curacao, N.V. 2,436,864(4) 1,500,000(5) 936,864(6) 2.53%
-----------------------
(1) The number of shares in the chart reflected as being beneficially
owned by the selling securityholder both prior to and after the
offering contemplated by this prospectus, and the selling
securityholder's percentage ownership after the offering, are
based upon information determined by the selling securityholder in
accordance with Rule 13d-3 of the Exchange Act and provided by the
selling securityholder to Cadiz and a Schedule 13G filed by the selling
securityholder and certain of its affiliates on May 1, 2002.
(2) The number of shares set forth in this column assumes the sale of
all shares of common stock offered under this prospectus.
(3) The percentage ownership in the table was provided to Cadiz after
being calculated by the selling securityholder in accordance with
Rule 13d-3, based upon 36,230,241 shares of common stock stated by
Cadiz as being outstanding as of March 31, 2002.
(4) The 2,436,864 securities beneficially owned by
Middenbank Curacao, N.V. prior to this offering include the
1,500,000 securities offered for sale by the selling
securityholder pursuant to this prospectus and as described
in detail in Note 5, plus 936,864 additional securities
as described in detail in Note 6.
(5) The 1,500,000 securities offered for sale by Middenbank
Curacao, N.V., under this prospectus include warrants to
purchase 250,000 shares of common stock and the common stock
underlying these warrants, and 1,250,000 additional shares of
common stock, all as described in the following table:
Title Of Number of
Security Securities
Included In Included
This in This When the Securities Will Be Acquired
Prospectus Prospectus by Middenbank Curacao, N.V.
------------- ---------- ---------------------------------------
Warrants to 250,000 These warrants were issued to
Purchase warrants Middenbank Curacao, N.V. prior to the
Common Stock date of this prospectus.
Common Stock 250,000 These shares will be issued to
(underlying shares Middenbank Curacao, N.V., upon the
the warrants exercise of the 250,000 warrants
to purchase described above. The terms of
common exercise are described in this
stock) prospectus under the caption
"Description of Securities."
Common Stock 1,250,000 These shares will be issued upon the
shares conversion of up to $10 million
principal amount of revolving loans
made by ING Baring (U.S.) Capital LLC,
an indirect affiliate of Middenbank
Curacao, N.V., to Cadiz prior to the
date of this prospectus.
(6) These 936,864 securities consist of 825,000 warrants
to purchase shares of common stock and the common stock
underlying these warrants, plus 111,864 additional shares
of common stock. These 936,864 securities have previously been
registered on a registration statement on Form S-3 filed with
the Securities and Exchange Commission on January 16, 2001,
as amended. The aforementioned registration statement also
registers 350,000 additional shares of common stock, which
are issuable to the selling securityholder in lieu of cash
payment of interest on outstanding indebtedness of Cadiz to
an indirect affiliate of the selling securityholder.
Page 9
PLAN OF DISTRIBUTION
The shares of common stock and warrants to purchase common
stock offered by this prospectus will be offered and sold by the
selling securityholder named in this prospectus, by its donees or
transferees, or by its other successors in interest. Cadiz has
agreed to bear the expenses of the registration of the shares and
warrants, including legal and accounting fees, other than fees of
counsel, if any, retained individually by the selling
securityholder, and any discounts or commissions payable with
respect to sales of the shares and warrants.
The selling securityholder from time to time may offer and
sell the shares in transactions in the Nasdaq over-the-counter
market at market prices prevailing at the time of sale. The
selling securityholder from time to time may also offer and sell
the shares or warrants in private transactions at negotiated
prices. The selling securityholder may sell its shares and
warrants directly or to or through broker-dealers who may receive
compensation in the form of discounts, concessions or commissions
from the selling securityholder 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, the selling securityholder may pledge or
grant a security interest in some or all of the shares or
warrants which it owns. If the selling securityholder defaults in
the performance of its secured obligations, the pledgees or
secured parties may offer and sell the shares or warrants 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 securityholder also may
transfer and donate shares or warrants in other circumstances.
Transferees and donees may also offer and sell the shares or
warrants from time to time by this prospectus (except, in some
cases, if the transferees or donees are broker-dealers or are
affiliated with broker-dealers). The number of shares
beneficially owned by the selling securityholder will decrease as
and when the selling securityholder transfers or donates its
shares or warrants or defaults in performing obligations secured
by its shares or warrants. The plan of distribution for the
shares and warrants offered and sold under this prospectus will
otherwise remain unchanged, except that the transferees, donees,
pledgees, other secured parties or other successors in interest
will be selling securityholders for purposes of this prospectus.
If we are notified that a donee, pledgee or other successor in
interest of the selling securityholder 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, Cadiz will file
a post-effective amendment to this registration statement upon
notification of any change in the plan of distribution.
The selling securityholder and any broker-dealers acting in
connection with the sale of the shares or warrants 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 or warrants as principals may be deemed
to be underwriting compensation under the Securities Act of 1933.
Cadiz has agreed to indemnify the selling securityholder
against liabilities it 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
securityholder may incur under the Securities Act of 1933. Cadiz
does 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 Cadiz by the selling
securityholder for use in this prospectus or the registration
statement.
Page 10
Cadiz has advised the selling securityholder of the
requirement for delivery of this prospectus in connection with
any sale of the shares or warrants. Cadiz has also advised the
selling securityholder of the relevant cooling off period
specified by Regulation M and restrictions upon the selling
securityholder's bidding for or purchasing securities of Cadiz
during the distribution of shares or warrants.
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 will be passed upon for
Cadiz by Miller & Holguin, attorneys at law, Los Angeles,
California.
EXPERTS
The financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Cadiz for the year
ended December 31, 2001 have been so incorporated in reliance on
the reports of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of that firm as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy and
information statements and other information with the Securities
and Exchange Commission. Our SEC filings are available to the
public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we
file at the SEC's public reference rooms located at Room 1024,
Judiciary Plaza, 450 5th Street, N.W., Washington, D.C. 20549 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. You may obtain information on the operation
of the SEC's public reference rooms by calling the SEC at 1-800-
SEC-0330.
The SEC allows us to "incorporate by reference" the
information we file with them. This prospectus incorporates
important business and financial information about Cadiz which is
not included in or delivered with this prospectus. The
information incorporated by reference is an important part of
this prospectus, and information that we file later with the SEC
will automatically update and supersede this information.
We incorporate by reference the following documents:
* our Annual Report on Form 10-K for the year ended
December 31, 2001, filed on March 28, 2002, file number
000-12114;
* our Proxy Statement dated April 2, 2002, filed on
Schedule 14A on April 2, 2002;
* our Current Report on Form 8-K dated January 16, 2002,
filed on January 18, 2002, file number 000-12114;
* our Current Report on Form 8-K dated January 31, 2002,
filed on March 13, 2002, file number 000-12114;
Page 11
* 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, file number 012114, as amended by reports on:
- Form 8-K filed with the SEC on May 26, 1988, file number
403832;
- Form 8-K filed with the SEC on June 2, 1992, file number
92161827;
- Form 8-K filed with the SEC on May 18, 1999, file number
000-12114; and
* future filings we make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until all of the shares offered by the selling
stockholders have been sold.
You may obtain a copy of these filings, without charge, by
writing or calling us at:
Cadiz Inc.
100 Wilshire Boulevard, Suite 1600
Santa Monica, California 90401-1111
Attention: Investor Relations
(310) 899-4700
If you would like to request these filings from us, please
do so at least five business days before you have to make an
investment decision.
You should rely only on the information incorporated by
reference or provided in this prospectus. We have not authorized
anyone else to provide you with different information. We are
not making an offer of these securities in any state where the
offer is not permitted. You should not assume that the
information in this prospectus or the documents incorporated by
reference is accurate as of any date other than on the front of
those documents.
Page 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Cadiz estimates that expenses in connection with the
distribution described in this Registration Statement will be as
shown below. All expenses incurred with respect to the
distribution, except for fees of counsel, if any, retained
individually by the selling securityholder and any discounts or
commissions payable with respect to sales of the shares and
warrants, will be paid by Cadiz. See "Plan of Distribution."
SEC registration fee $ 1,394
Printing expenses -
Accounting fees and expenses 4,000
Legal fees and expenses 10,000
Miscellaneous -
--------
Total $ 15,394
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits
Cadiz' 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 of 1933, as amended. 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.
Cadiz' 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.
The subscription agreements between Cadiz and the purchasers
of the securities registered for resale under this registration
statement provide that Cadiz shall indemnify the purchasers for
liabilities under the Securities Act of 1933 arising out of
untrue statements and omissions of material fact made by Cadiz in
this registration statement. The subscription agreements also
provide that the purchasers similarly shall indemnify Cadiz and
controlling persons of Cadiz for liabilities under the Securities
Act of 1933 arising out of untrue statements and omissions of
material fact made by the purchasers in this registration
statement.
Cadiz' 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;
Page 13
(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.
Cadiz' 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. Cadiz also has purchased a liability insurance
policy which insures its directors and officers against certain
liabilities, including liabilities under the Securities Act of
1933.
ITEM 16. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
The following exhibits are filed or incorporated by
reference as part of this Registration Statement.
4.1 Specimen Form of Stock Certificate for Cadiz common
stock(1)
4.2 Cadiz Certificate of Designations of Series A
Junior Participating Preferred Stock dated May 11,
1999(2)
4.3 Cadiz Certificate of Designations of Series D
Preferred Stock dated December 28, 2000(3)
4.4 Cadiz Certificate of Correction Filed to Correct
the Certificate of Designations of Series D Preferred
Stock dated December 28, 2000(3)
4.5 Cadiz Certificate of Designations of Series E-1
Preferred Stock dated October 22, 2001(4)
4.6 Cadiz Certificate of Designations of Series E-2
Preferred Stock dated November 28, 2001(5)
4.7 Indenture dated as of April 16, 1997 among Sun
World as issuer, Sun World and certain subsidiaries of
Sun World as guarantors, and The Bank of New York,
successor in interest to IBJ Whitehall Bank & Trust
Company, as trustee, for the benefit of holders of 11-
1/4% First Mortgage Notes due 2004 (including as
Exhibit A to the Indenture, the form of the Global Note
and the form of each Guarantee)(6)
4.8 Amendment to Indenture dated as of October 9, 1997(7)
4.9 Amendment to Indenture dated as of January 23, 1998(8)
4.10 Form of Eighth Warrant Certificate to Purchase
Common Stock of Cadiz issued to Middenbank Curacao,
N.V.
4.11 Form of Ninth Warrant Certificate to Purchase
Common Stock of Cadiz issued to Middenbank Curacao, N.V.
Page 14
5.1 Opinion of Miller & Holguin as to the legality of
the securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Miller & Holguin (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 Cadiz' Quarterly
Report on Form 10-Q for the quarter ended September 30,
1998 filed November 13, 1998.
(2) Previously filed as an Exhibit to Cadiz' Current Report
on Form 8-K dated May 10, 1999 filed on May 18, 1999.
(3) Previously filed as an Exhibit to Cadiz' Current Report
on Form 8-K dated December 29, 2000 filed on January 3,
2001.
(4) Previously filed as an Exhibit to Cadiz' Quarterly
Report on Form 10-Q for the quarter ended September 30,
2001 filed on November 14, 2001.
(5) Previously filed as an Exhibit to Cadiz' Registration
Statement on Form S-3 (Registration Statement No. 333-
75006) filed on December 13, 2001.
(6) Previously filed as an Exhibit to Amendment No. 1 to
Cadiz' Registration Statement on Form S-1 (Registration
Statement No. 333-19109) filed on April 29, 1997.
(7) Previously filed as an Exhibit to Amendment No. 2 to
Sun World's Registration Statement on Form S-4
(Registration Statement No. 333-31103) filed on October
10, 1997.
(8) Previously filed as an Exhibit to Cadiz' Annual Report
on Form 10-K for the fiscal year ended December 31,
1997 filed on March 26, 1998.
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 a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
Page 15
(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-3, Form S-8
or Form F-3, 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
Securities Exchange Act of 1934 that are incorporated by
reference 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) 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.
(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) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual
report to securityholders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3
of Regulation S-X are not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) 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.
Page 16
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 Santa Monica, State of California, on May 2, 2002.
CADIZ INC.
Registrant
By: /s/ Keith Brackpool
--------------------------
Keith Brackpool, Chief
Executive Officer
KNOW ALL YE BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Jennifer Hankes
Painter and Stanley E. Speer, 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 Chief Executive Officer May 2, 2002
-------------------- Chairman of the Board
Keith Brackpool (Principal Executive Officer)
/s/ Stanley E. Speer Chief Financial Officer May 2, 2002
-------------------- (Principal Financial and
Stanley E. Speer Accounting Officer)
/s/ Dwight W. Makins Director May 2, 2002
---------------------
Dwight W. Makins
/s/ Murray H. Hutchison Director May 2, 2002
-----------------------
Murray H. Hutchinson
/s/ Timothy J. Shaheen Director May 2, 2002
---------------------
Timothy J. Shaheen
/s/ Anthony L. Coelho Director May 2, 2002
---------------------
Anthony L. Coelho
EXHIBITS INDEX
Exhibit No.: Title of Document
------------ -------------------------------------------------
4.1 Specimen Form of Stock Certificate for Cadiz common stock(1)
4.2 Cadiz Certificate of Designations of Series A
Junior Participating Preferred Stock dated May 11, 1999(2)
4.3 Cadiz Certificate of Designations of Series D
Preferred Stock dated December 28, 2000(3)
4.4 Cadiz Certificate of Correction Filed to Correct
the Certificate of Designations of Series D Preferred
Stock dated December 28, 2000(3)
4.5 Cadiz Certificate of Designations of Series E-1
Preferred Stock dated October 22, 2001(4)
4.6 Cadiz Certificate of Designations of Series E-2
Preferred Stock dated November 28, 2001(5)
4.7 Indenture dated as of April 16, 1997 among Sun
World as issuer, Sun World and certain subsidiaries
of Sun World as guarantors, and The Bank of New York,
successor in interest to IBJ Whitehall Bank & Trust
Company, as trustee, for the benefit of holders of
11-1/4% First Mortgage Notes due 2004 (including as
Exhibit A to the Indenture, the form of the Global
Note and the form of each Guarantee)(6)
4.8 Amendment to Indenture dated as of October 9, 1997(7)
4.9 Amendment to Indenture dated as of January 23, 1998(8)
4.10 Form of Eighth Warrant Certificate to
Purchase Common Stock of Cadiz issued to Middenbank
Curacao, N.V.
4.11 Form of Ninth Warrant Certificate to
Purchase Common Stock of Cadiz issued to Middenbank
Curacao, N.V.
5.1 Opinion of Miller & Holguin as to the
legality of the securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Miller & Holguin (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 Cadiz' Quarterly Report
on Form 10-Q for the quarter ended September 30, 1998
filed November 13, 1998.
(2) Previously filed as an Exhibit to Cadiz' Current Report
on Form 8-K dated May 10, 1999 filed on May 18, 1999.
(3) Previously filed as an Exhibit to Cadiz' Current Report
on Form 8-K dated December 29, 2000 filed on January 3,
2001.
(4) Previously filed as an Exhibit to Cadiz' Quarterly Report
on Form 10-Q for the quarter ended September 30, 2001
filed on November 14, 2001.
(5) Previously filed as an Exhibit to Cadiz' Registration
Statement on Form S-3 (Registration Statement No. 333-
75006) filed on December 13, 2001.
(6) Previously filed as an Exhibit to Amendment No. 1 to
Cadiz' Registration Statement on Form S-1 (Registration
Statement No. 333-19109) filed on April 29, 1997.
(7) Previously filed as an Exhibit to Amendment No. 2 to Sun
World's Registration Statement on Form S-4 (Registration
Statement No. 333-31103) filed on October 10, 1997.
(8) Previously filed as an Exhibit to Cadiz' Annual Report on
Form 10-K for the fiscal year ended December 31, 1997
filed on March 26, 1998.