ERA Agreement
Securities
and Exchange Commission
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported):
October
1, 2007
Cadiz
Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
0-12114
77-0313235
(Commission
File Number) (IRS Employer Identification No.)
550
South
Hope Street, Suite 2850, Los Angeles 90071
(Address
of principal executive offices) (Zip
Code)
Registrant's
telephone number, including area code: (213) 271-1600
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM
3.02. Unregistered Sales of Equity
Securities
On
October 1, 2007 Cadiz Inc. (“Cadiz” or the “Company”) agreed to amend the
earn-out provisions of the Reorganization Plan and Agreement for Purchase and
Sale of Assets dated as of February 18, 1998, as amended (the "Reorganization
Plan and Agreement"), pursuant to which the Company acquired the assets of
Exploration Research Associates, Incorporated (“ERA”). The agreement is with
Mark A. Liggett (“Liggett”) in his capacity as successor in interest to ERA.
Liggett is currently an employee of Cadiz.
As
amended, the Reorganization Plan and Agreement provides for the conditional
issuance of up to 300,000 shares of Cadiz common stock to Liggett. The shares
would be issued in two tranches only upon the satisfaction of certain conditions
related to the Company’s properties and water storage projects. At the same time
and in consideration for the amendment to the Reorganization Plan and Agreement,
the Company and Liggett entered into an agreement to settle and release any
potential claims or causes of action which the parties might otherwise have
been
able to assert related to the Reorganization Plan and Agreement.
The
issuance of the Company's common stock, subject to the conditions set forth
in
the amended Reorganization Plan and Agreement, has not been registered under
the
Securities Act of 1933, as amended (the "Securities Act"), but is exempt from
the registration requirements of the Securities Act by virtue of Section 4(2)
of
the Securities Act as the transactions (including the issuance of the Common
Stock, subject to conditions) do not involve a public offering, the number
of
investors is limited, the investor was provided with information about us,
and
we are placing restrictions on the resale of the securities.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Cadiz
Inc.
By:
/s/
O'Donnell Iselin
II
O'Donnell
Iselin II
Chief
Financial Officer
Dated:
October 1, 2007