As filed with the Securities and Exchange Commission on January 16, 2001
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____ ___
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)
Mr. Stanley E. Speer
Chief Financial Officer
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
________________
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
Maximum maximum Amount
Offering aggregate of
Title of each Amount to be Price offering Registration
class of registered per unit price fee
securities to
be
Registered
______________ ___________________ ___________ ______________ ____________
Common Stock,
par value $.01 2,667,861 Shares(1) $9.15625(2) $24,427,602.28 $ 6,106.90
per share
Warrants for 1,150,000 Warrants(3)
the purchase of
Common Stock
<FN>
(1) The shares of common stock which may be offered by the selling
securityholders pursuant to this registration statement include but
are not limited to: (i) up to 1,150,000 shares of common stock
issuable upon the exercise of warrants (the "Warrants"); and (ii)
up to 975,000 shares of common stock (x) issuable upon the
conversion of $5,000,000 principal amount of Series D Convertible
Preferred Stock and/or (y) issuable as stock dividends on the
Series D Convertible Preferred Stock. In addition to the shares of
common stock set forth in the table above, the amount to be
registered includes an indeterminate number of additional shares of
common stock which may become issuable by virtue of the application
of anti-dilution provisions of the Warrants and Series D
Convertible Preferred Stock. Such additional shares are covered by
this registration statement in accordance with Rule 416 of
Regulation C under the Securities Act of 1933.
(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
Nasdaq for January 10, 2001, 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).
</FN>
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 JANUARY 16, 2001 SUBJECT TO COMPLETION
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
The selling securityholders are offering and selling warrants to
purchase 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. We do not know when or how the selling securityholders
intend to sell their shares or warrants or what the price, terms or
conditions of any sales will be. The selling securityholders may sell the
shares or warrants directly or through underwriters, dealers or agents,
who may receive compensation. The selling securityholders 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 securityholders.
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, as described in the section of this
prospectus called "Description of Securities" on page 2.
The warrants entitle the holders to purchase common stock at a price
of either $4.75 or $7.75 per share, except in some cases where these
prices may be adjusted. For a more detailed description of the terms of
the warrants, please see the section of this prospectus called
"Description of Securities" on page 2.
Cadiz' common stock is traded on the Nasdaq National Stock Market
System under the symbol "CLCI." On January 16, 2001, the last reported
sale price of our common stock on Nasdaq was $9.1875.
___________
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 4 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 ______________, 2001.
TABLE OF CONTENTS
Page
Notice About Forward Looking Statements. . . . . . . . . . . . .i
About Cadiz and Sun World. . . . . . . . . . . . . . . . . . . .1
Recent Developments. . . . . . . . . . . . . . . . . . . . . . .2
Description of Securities. . . . . . . . . . . . . . . . . . . .2
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . .9
Sales by Selling Securityholders. . . . . . . . . . . . . . . .10
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . .12
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . 13
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Where You Can Find More Information. . . . . . . . . . . . . . 13
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 4. 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 under the section of this prospectus entitled
"Where You Can Find More Information."
ABOUT CADIZ AND SUN WORLD
Cadiz's 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,
prime agricultural properties located throughout central and southern
California with secure and reliable water rights, and other contractual
water rights. We believe that our access to water will provide 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 excellent 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.
RECENT DEVELOPMENTS
On December 28, 2000, we executed final documents in connection with
an amendment and extension until January 31, 2002 of our $10.3 million
term loan and $15 million revolving credit facility with ING Baring (U.S.)
Capital LLC. In connection with the amendment, we agreed to lower to
$4.75 the exercise price, subject to adjustment in certain circumstances,
of warrants to purchase 825,000 shares of common stock that we had issued
to an affiliate of ING Baring prior to the date of the amendment. The
terms of all 825,000 warrants were amended and restated in their entirety,
and thus replace the previously issued warrants, of which 425,000 were
included in a registration statement filed by us on May 19, 1998. We also
agreed to amend the terms of the warrants to provide that if the loans are
not prepaid on or prior to July 31, 2001 or October 31, 2001, we will be
obligated to either make one or more cash payments or grant one or more
reductions in the exercise price of the warrants. See the section of this
prospectus called "Description of Securities" on page 2 for a more
detailed description of the terms of the warrants.
On December 29, 2000, we issued newly authorized Series D
Convertible Preferred Stock for $5,000,000. Concurrently, our wholly-
owned subsidiary, Sun World International, Inc., borrowed $5,000,000
pursuant to a two-year unsecured term loan. The proceeds of these
financing transactions will be used for general corporate and working
capital purposes. We issued the Series D Convertible Preferred Stock to
two indirectly affiliated institutional investment funds, OZ Master
Fund, Ltd. and OZF Credit Opportunities Master Fund, Ltd. The loan to
Sun World was made by the same two funds. As additional consideration
in connection with these transactions, Cadiz issued 50,000 shares of
common stock and warrants to purchase 325,000 shares of common stock at
an exercise price of $7.75 per share, subject to adjustment in certain
circumstances. 200,000 of these warrants are exercisable immediately
and expire on December 29, 2003. The remaining 125,000 warrants may
become exercisable, if at all, at certain times and only if certain
conditions occur. See the section of this prospectus called
"Description of Securities" on page 2 for a more detailed description of
the terms of these warrants.
DESCRIPTION OF SECURITIES
The selling securityholders are selling 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.
Of the 1,150,000 warrants covered by this prospectus, 825,000 are
being sold by Middenbank Curacao, N.V., an indirect affiliate of one of
our lenders, ING Baring (U.S.) Capital LLC. These 825,000 warrants are
exercisable immediately at an exercise price of $4.75 per share, subject
to adjustment as described below. The warrants expire on the following
dates:
Number of Warrants Expiration 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 common
stock of additional shares of common stock;
* Subdivision, reclassification or combination of common stock;
* Issuance to all holders of common stock of rights to purchase
shares of common stock at a price less than the market price of the
common stock;
* Distribution to all holders of common stock of any assets,
indebtedness or rights or warrants;
* Issuance of common stock at a price less than the market price
of the common stock; or
* Issuance of securities convertible into or exchangeable for
shares of common stock at a price less than the market price of the
common stock.
The exercise price of the warrants may also be adjusted if we do not
prepay all of our current outstanding loans to ING Baring on or prior to
July 31, 2001 or October 31, 2001. Specifically, if we fail to prepay the
loans by July 31, 2001, we will be obligated on the following day either
to pay $600,000 in cash to ING Baring or reduce the exercise price of the
warrants by one dollar. If we fail to prepay the loans by October 31,
2001, we will be obligated on the following day to make an additional cash
payment of $600,000 to ING Baring or reduce the exercise price of the
warrants by an additional one dollar.
The remaining 325,000 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. 200,000 of these warrants are exercisable immediately
and expire on December 29, 2003. The remaining 125,000 warrants are
exercisable at certain times and only if certain conditions occur. 50,000
of these warrants will become exercisable only if we elect to convert our
Series D Convertible Preferred Stock into common stock on or prior to
December 29, 2001 and the conditions for conversion as set forth in the
terms governing our Series D Convertible Preferred Stock are satisfied,
including the condition that the closing price for our common stock for
any thirty consecutive trading day period ending not more than five
trading days prior to submission of a notice of conversion has exceeded
$12.00. If we elect to convert our Series D Convertible Preferred Stock,
then the 50,000 warrants will be exercisable for a period of three years
from the date of conversion. The remaining 75,000 warrants will become
exercisable only if our subsidiary, Sun World, does not repay its
$5,000,000 loan from the OZ and OZF funds in full on or before December
31, 2001. If Sun World does not repay these loans on or before December
31, 2001, then these 75,000 warrants will become exercisable on December
31, 2001 and will expire on December 31, 2004. 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 certain 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. In addition, if the registration statement of which this
prospectus forms a part is not declared effective by the SEC on or prior
to April 30, 2001, then Cadiz is obligated to reduce the exercise price of
the 325,000 warrants held by the OZ and OZF funds by twenty-five cents
($0.25) and will be further obligated to reduce the exercise price by an
additional twenty-five cents ($0.25) for each subsequent 30-day period
during which the registration statement is not declared effective.
However, the exercise price of the warrants will never be less than zero.
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.
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. Our company has a history
of losses. Our net losses were approximately $8.5 million for the
fiscal year ended December 31, 1997, approximately $7.5 million for the
fiscal year ended December 31, 1998 and approximately $8.6 million for
the fiscal year ended December 31, 1999. We had accumulated deficits of
approximately $70.8 million at December 31, 1997, approximately $78.3
million at December 31, 1998 and approximately $86.9 million at December
31, 1999. Until such time, if ever, as we generate significant revenues
from our water development projects, our consolidated results of
operations will be largely dependent upon the results of our
agricultural operations as conducted through our Sun World subsidiary.
We cannot predict what effect the operations of Sun World will have on
our overall business operations in the next several years.
OUR BUSINESS IS SUBJECT TO RISKS INHERENT IN 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. There
are also other factors outside of our control that could adversely
affect our agricultural operations. These include adverse weather
conditions, insects, blight or other diseases, labor boycotts or strikes
and shortages of competent laborers. Our operations may also be
adversely affected by changes in governmental policies and industry
production levels.
WE MAY NOT BE ABLE TO SUCCESSFULLY IMPLEMENT OUR WATER DEVELOPMENT
PROJECTS. We anticipate that we will continue to incur operating losses
from our non-agricultural operations until we receive significant
revenues from the implementation of our water development projects,
including the Cadiz Groundwater Storage and Dry-Year Supply Program.
Under the proposed terms of the 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 via a conveyance pipeline to
Metropolitan's service area. The completion and profitability of our
water development projects are dependent upon a number of factors,
including our ability to:
* Reach agreement with various public water agencies on the
final terms of our water storage and supply programs, including
agreement with the Metropolitan Water District of Southern
California on the final terms of the Cadiz Groundwater Storage and
Dry-Year Supply Program;
* Secure additional financing, as described below under the risk
factor entitled, "We may not be able to secure the additional
financing which we need in order to implement our water development
projects";
* Obtain all necessary regulatory approvals and permits; and
* Complete the required environmental review process.
Other factors which may affect the feasibility of our water supply
projects include:
* Unforeseen technical difficulties which could result in
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 or interpretations of U.S.
federal, state and local laws, regulations and policies.
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 projects. We expect that we will
obtain the required federal and local environmental regulatory approvals
of the Cadiz Groundwater Storage and Dry-Year Supply Program during the
spring of 2001. We anticipate that the program will be operational
within 18 months after we obtain these environmental approvals.
However, we cannot assure you that we will be successful in obtaining
the necessary environmental approvals, or that even if we obtain these
approvals, that we will be successful in implementing the Cadiz
Groundwater Storage and Dry-Year Supply Program. Nor can we assure you
that we will be able to receive regulatory approvals for, or
successfully implement, any of our other water development projects.
WE MAY NOT BE ABLE TO SERVICE OUR SUBSTANTIAL INDEBTEDNESS, WHICH
MAY RESULT IN A LOSS OF YOUR INVESTMENT IN CADIZ. As of December 31,
2000, Cadiz has approximately $10.3 million of indebtedness outstanding
under a term loan and approximately $15 million of indebtedness
outstanding under a revolving credit facility. Both of these loans
mature on January 31, 2002. Sun World's primary indebtedness includes
$115 million outstanding 11-1/4% First Mortgage Notes due April 15,
2004, $5 million of indebtedness under an unsecured term loan and any
borrowings it may have at any given time under a $30 million revolving
credit facility to meet its significant seasonal working capital needs.
As of December 31, 2000, Sun World did not have any indebtedness
outstanding under this revolving facility; however, it may make
borrowings under this facility in the future. We cannot assure you that
we will be able to generate sufficient cash flow to service our
indebtedness. The Cadiz indebtedness is secured by substantially all of
our non-Sun World assets. The Sun World notes are secured by a first
lien on substantially all of 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 notes are also secured by the stock of Sun World held by
Cadiz. If we cannot generate sufficient cash flow to service our
indebtedness, or otherwise fail to comply with the covenants of
agreements governing our indebtedness, we may default on our
obligations. A default on one or more of our loans may result in a loss
of our investment in Sun World or a loss of your investment in Cadiz.
OUR EXISTING CREDIT FACILITIES MAY NOT BE SUFFICIENT TO MEET OUR
SEASONAL REQUIREMENTS AND WE MAY NOT BE ABLE TO SECURE ADDITIONAL
FINANCING TO MEET OUR WORKING CAPITAL NEEDS. Sun World is depending
upon a $30 million revolving credit facility and a $5 million unsecured
term loan to meet its significant seasonal working capital needs. We
anticipate that we will be able to renew the Sun World revolving credit
facility, which currently expires in February 2001, and that credit
available under the Sun World revolving credit facility, along with
intercompany loans, will be sufficient to meet Sun World's current
seasonal requirements. However, we cannot assure you that we will be
successful in renewing the facility, or that if our current lender does
not renew the facility or the facility is not sufficient to fund our
working capital needs, that we will be able to obtain credit elsewhere.
New lenders may be reluctant to extend additional financing due to the
substantial amount of our existing indebtedness and the restrictive
terms governing this indebtedness. Therefore, we cannot assure you that
we will be able to continue to obtain sufficient funding for our working
capital, capital expenditures, acquisitions, and other corporate
purposes. See also the risk factor below entitled, "We may not be able
to secure the additional financing which we need in order to implement
our water development projects."
WE MAY NOT BE ABLE TO SECURE THE ADDITIONAL FINANCING WHICH WE NEED
IN ORDER TO IMPLEMENT OUR WATER DEVELOPMENT PROJECTS. As we continue to
pursue our business strategy, we may require additional financing in
connection with our water development projects. Under currently
negotiated terms, Cadiz and the Metropolitan Water District of Southern
California will equally share the responsibility for funding the design,
construction and implementation costs of the capital facilities for the
Cadiz Groundwater Storage and Dry-Year Supply Program. We are analyzing
several alternatives for funding our share of the estimated $125 million
to $150 million cost of the program capital facilities. These funding
alternatives include:
* long-term financing arrangements; and
* utilization of monies which we will receive from
Metropolitan for its initial purchase of indigenous
groundwater or storage rights.
We believe that several alternative long-term financing arrangements are
available. However, we cannot assure you that we will be successful in
obtaining long-term financing to implement the Cadiz Groundwater Storage
and Dry-Year Supply Program or any of our other water development
projects.
OUR ABILITY TO RECEIVE DIVIDENDS FROM SUN WORLD IS RESTRICTED. Our
ability to receive distributions from Sun World's cash flow is
restricted by a series of covenants in the indenture governing the 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 unless various
financial tests and ratios are met.
SUN WORLD'S AGRICULTURAL OPERATIONS ARE AFFECTED BY GENERAL
SEASONAL TRENDS THAT ARE CHARACTERISTIC OF THE AGRICULTURAL INDUSTRY.
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 tree fruit 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 MAINTAIN COMPLIANCE WITH ENVIRONMENTAL AND OTHER
SAFETY REGULATIONS COULD CAUSE A DECLINE IN THE VALUE OF OUR PROPERTIES
AND HURT THE PROFITS OF OUR AGRICULTURAL OPERATIONS. 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 agricultural operations are also subject to regulations
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. These regulations establish standards for the
safety of food products. If we violate these regulations, we may be
prevented from selling our agricultural products and become exposed to
potential tort liability. These events could have a material adverse
effect on the marketing of our agricultural products and on our
agricultural business, financial condition and results of operations.
ENVIRONMENTAL REGULATIONS GOVERNING WATER QUALITY MAY AFFECT THE
PRICE AND TERMS UPON WHICH WE SELL OUR SURPLUS WATER OR WATER RIGHTS.
Both the U.S. Environmental Protection Agency and the California
Department of Health Services promulgate regulations governing water
quality standards and maximum contaminant levels. We believe that our
water meets current standards; however, changes in standards for certain
contaminants, such as arsenic and chromium-6, are possible. These
regulations affect water agencies that supply water directly to
consumers. Since we do not intend to supply water directly to
consumers, these regulations do not directly affect us. However, these
regulations affect agencies that may buy or lease water from us.
Therefore, we may not be able to sell our surplus water or water rights
at optimal prices unless we are able to comply with these water safety
regulations.
WE OPERATE IN HIGHLY COMPETITIVE INDUSTRIES, AND OUR FAILURE TO
COMPETE EFFECTIVELY COULD HURT OUR PROFITS. Our continued profitability
depends on our ability to meet competition. Our industries are
competitive in several ways:
* 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. If we are unable to meet our
competitors' prices, our sales could be reduced. In order to
compete effectively, we emphasize recognition of our trademarked
brands and association of these brands with high quality food
products. We also maximize our competitive position by focusing on
customer service and consumer marketing programs, as well as
harvesting our agricultural products at optimal selling times.
However, we cannot assure you that these methods will enable us to
continue to compete in a cost-efficient manner.
* 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. Therefore, we may not be able to price our water on
a competitive basis unless we develop cost-effective methods of
constructing and maintaining delivery systems for our surplus
water. We cannot assure you that we will be successful in
developing these methods.
OUR CHARTER DOCUMENTS CONTAIN CERTAIN ANTI-TAKEOVER PROVISIONS AND
WE HAVE A RIGHTS PLAN. Our Certificate of Incorporation and Bylaws
contain provisions that may make it more difficult for a third party to
acquire or make a bid for us. These provisions could limit the price
that certain investors might be willing to pay in the future for shares
of our common stock. In addition, shares of our preferred stock may be
issued in the future without further stockholder approval and upon such
terms and conditions and having such rights, privileges and preferences,
as the Board of Directors may determine. We have recently issued,
without stockholder approval, 5,000 shares of Series D convertible
preferred stock. The rights of the holders of common stock will be
subject to, and may be adversely affected by, the rights of the holders
of the Series D convertible preferred stock and the rights of any
holders of preferred stock that may be issued in the future. The
issuance of preferred stock, while providing desirable flexibility in
connection with possible acquisitions and other corporate purposes,
could have the effect of making it more difficult for a third party to
acquire, or of discouraging a third party from acquiring, a majority of
our outstanding voting stock. In addition, we have adopted a
shareholder rights plan that, along with certain provisions of our
Certificate of Incorporation, may have the effect of discouraging
certain transactions involving a change of control of our company.
THE EXERCISE OF OUR CONVERTIBLE SECURITIES MAY DILUTE OUR EARNINGS
PER SHARE. The issuance of shares of our common stock upon exercise of
outstanding options and warrants and conversion of outstanding preferred
stock may have certain dilutive effects, including dilution of our
earnings per share.
THE SALE OF THE SHARES COVERED BY THIS PROSPECTUS MAY CAUSE
DOWNWARD PRESSURE ON OUR COMMON STOCK. Although some of the shares of
common stock registered for resale under this prospectus underlie
previously issued and registered warrants which were amended, as
described in the section of this prospectus called "Recent Developments"
on page 2, the registration for resale of common stock under this
prospectus nonetheless significantly 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.
WE HAVE NOT PAID DIVIDENDS ON OUR COMMON STOCK. To date, we have
never paid a cash dividend on common stock, and our ability to pay such
dividends is subject to certain covenants pursuant to agreements with
our lenders.
USE OF PROCEEDS
We will not receive any proceeds from the sale by the selling
securityholders 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 a "cashless exercise"
provision. This provision allows the securityholder 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. 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 SECURITYHOLDERS
The selling securityholders are offering warrants to purchase up to
1,150,000 shares of Cadiz common stock and the common stock issuable upon
the exercise of these warrants, plus an additional 1,517,861 shares of
Cadiz common stock. The following table sets forth as of the date of the
prospectus, the name of the selling securityholders, the number of shares
of common stock and warrants to purchase common stock that the selling
securityholders beneficially own as of January 9, 2001, the number of
shares of common stock and warrants to purchase common stock beneficially
owned by the securityholders 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
securityholders assuming the sale of all the common stock and warrants to
purchase common stock offered by this prospectus.
As of December 31, 2000, we are indebted in the approximate amount of
$25 million to ING Baring (U.S.) Capital LLC, an indirect affiliate of
Middenbank Curacao, N.V., one of the selling securityholders named in this
prospectus. This indebtedness consists of borrowings under a term loan in
the approximate amount of $10 million and a $15 million revolving credit
facility. Both the term loan and the revolving credit facility mature on
January 31, 2002. As of December 31, 2000, we are also indebted in the
amount of $5 million to OZ Master Fund, Ltd. and OZF Credit Opportunities
Master Fund, Ltd., two other selling securityholders. These two funds,
together, also own 5,000 shares of our Series D convertible preferred
stock, with an initial liquidation value of $5,000,000. See the section
of this prospectus called "Recent Developments" on page 2. We have been
informed by the two funds that each is a holder of some of Sun World's
$115 million 11-1/4% First Mortgage Notes due April 15, 2004.
Except as indicated above, none of the selling securityholders has
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. Cadiz may amend or supplement
this prospectus from time to time to update the disclosure set forth
herein.
Securities
Beneficially Securities Percentage
Name of Owned Prior Securities Beneficially Ownership
Selling to Offered Owned After After
Securityholder Offering(1) For Sale Offering(2) Offering
____________________ _____________ ___________ ___________ __________
(3)
Middenbank Curacao, 1,847,961 1,317,861(4) 530,100 1.5%
N.V.
OZ Master Fund, Ltd. 0 1,215,000(5) 0 *
OZF Credit 0 135,000(6) 0 *
Opportunities Master
Fund, Ltd.
___________________________
* Less than 1%.
<FN>
(1) Except as otherwise noted herein, the number and percentage of
shares beneficially owned is determined in accordance with Rule 13d-3
of the Exchange Act, and the information is not necessarily indicative
of beneficial ownership for any other purpose. Under such rule,
beneficial ownership includes any shares as to which the individual
has sole or shared voting power or investment power and also any
shares which the individual has the right to acquire within 60 days of
the date of this prospectus through the exercise of any stock option
or other right. Unless otherwise indicated in the footnotes, each
person has sole voting and investment power, or shares such powers
with his or her spouse, with respect to the shares shown as
beneficially owned.
(2) Assumes the sale of all shares of common stock offered hereby.
(3) Based upon 35,674,674 shares of common stock outstanding as of
January 9, 2001.
(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's 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's loans outstanding from ING Baring; (iii)
30,997 shares of common stock held by the selling securityholder as a
result of the exercise of warrants; and (iv) 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 $4.75 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).
(5) The securities sold by the selling securityholder under this
prospectus include: (i) 45,000 shares of common stock; (ii) up to
877,500 shares of common stock issuable (x) upon the conversion of
4,500 shares of Series D Convertible Preferred Stock held by the
selling securityholder and/or (y) in lieu of cash as dividends on 4,500
shares of Series D Convertible Preferred Stock held by the selling
securityholder; and (iii) warrants to purchase 292,500 shares of common
stock and the common stock issuable upon the exercise of such warrants.
Of the 292,500 warrants, 180,000 are exercisable immediately at an
exercise price of $7.75 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 December 29, 2003;
67,500 are exercisable at an exercise price of $7.75 during the period
from December 31, 2001 to December 31, 2004, but only if Cadiz does not
repay in full a $4,500,000 loan outstanding from the selling
securityholder on or prior to December 31, 2001; and 45,000 are
exercisable at an exercise price of $7.75 during a period of three
years from the date Cadiz elects to convert all of its outstanding
shares of Series D Convertible Preferred Stock into common stock, but
only if Cadiz elects to make such conversion on or prior to December
31, 2001 and the conditions for conversion as set forth in the terms
governing the Series D Convertible Preferred Stock are satisfied,
including the condition that the closing price for Cadiz's common stock
for any thirty consecutive trading day period ending not more than five
trading days prior to submission of a notice of conversion has exceeded
$12.00.
(6) The securities sold by the selling securityholder under this
prospectus include: (i) 5,000 shares of common stock; (ii) up to
97,500 shares of common stock issuable (x) upon the conversion of 500
shares of Series D Convertible Preferred Stock held by the selling
securityholder and/or (y) in lieu of cash as dividends on 500 shares of
Series D Convertible Preferred Stock held by the selling
securityholder; and (iii) warrants to purchase 32,500 shares of common
stock and the common stock issuable upon the exercise of such warrants.
Of the 32,500 warrants, 20,000 are exercisable immediately at an
exercise price of $7.75 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 December 29, 2003;
7,500 are exercisable at an exercise price of $7.75 during the period
from December 31, 2001 to December 31, 2004, but only if Cadiz does not
repay in full a $500,000 loan outstanding from the selling
securityholder on or prior to December 31, 2001; and 5,000 are
exercisable at an exercise price of $7.75 during a period of three
years from the date Cadiz elects to convert all of its outstanding
shares of Series D Convertible Preferred Stock into common stock, but
only if Cadiz elects to make such conversion on or prior to December
31, 2001 and the conditions for conversion as set forth in the terms
governing the Series D Convertible Preferred Stock are satisfied,
including the condition that the closing price for Cadiz's common stock
for any thirty consecutive trading day period ending not more than five
trading days prior to submission of a notice of conversion has exceeded
$12.00.
</FN>
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
securityholders named in this prospectus, by their donees or
transferees, or by their 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 securityholders, and any discounts
or commissions payable with respect to sales of the shares and warrants.
The selling securityholders 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
securityholders from time to time may also offer and sell the shares or
warrants in private transactions at negotiated prices. The selling
securityholders may sell their 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 securityholders
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 securityholders may pledge or grant
a security interest in some or all of the shares or warrants which they
own. If a selling securityholder defaults in 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 securityholders 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 a 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 a
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 any change in the plan of distribution.
The selling securityholders 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 securityholders against
liabilities they 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
securityholders 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 securityholders for use in
this prospectus or the registration statement.
Cadiz has advised the selling securityholders of the requirement
for delivery of this prospectus in connection with any sale of the
shares. Cadiz has also advised the selling securityholder of the
relevant cooling off period specified by Regulation M and restrictions
upon the selling securityholders' bidding for or purchasing securities
of Cadiz during the distribution of shares.
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 hereby 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 Inc. for the year
ended December 31, 1999 and the financial statements incorporated
in this prospectus by reference to its Report on Form 8-K dated
January 16, 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, 7 World Trade Center, Suite 1300, New York, New York 10048,
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, 1999 as filed on March 29, 2000;
* our report on Form 10-Q for the quarter ended March 31,
2000 as filed on May 15, 2000;
* our report on Form 10-Q for the quarter ended June 30,
2000 as filed on August 15, 2000;
* our report on Form 10-Q for the quarter ended September
30, 2000 as filed on November 14, 2000;
* our Proxy Statement filed on March 29, 2000 in
connection with our Annual Meeting of Stockholders held on May 15,
2000;
* our report on Form 8-K dated December 28, 2000 as filed
on January 3, 2001;
* our report on Form 8-K dated January 8, 2001 as filed on
January 8, 2001;
* our report on From 8-K dated January 16, 2001 as filed
on January 16, 2001;
* the description of our class of 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 on May 26,
1988, June 2, 1992 and May 10, 1999; 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 shareholders 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: Mr. Stanley E. Speer
(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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Registrant 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
shareholders and any discounts or commissions payable with respect to
sales of the shares, will be paid by Cadiz. See "Plan of Distribution."
SEC registration fee $ 6,106.90
Printing expenses 0
Accounting fees and expenses 3,500.00
Legal fees and expenses 20,000.00
Miscellaneous 0
___________
Total $ 29,606.90
===========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits Cadiz'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 Cadiz, in terms sufficiently
broad to permit such indemnification under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising
under the Securities Act of 1933, as amended (the "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.
Our Bylaws provide for mandatory indemnification of directors and
officers of the Company, and those serving at the request of Cadiz as
directors, officers, employees, or agents of other entities
(collectively, "Agents"), to the maximum extent permitted by law. The
Bylaws provide that such indemnification shall be a contract right
between each Agent and Cadiz.
The subscription agreements between the company and the purchasers
(the "Purchasers") of certain of the securities registered for resale
hereunder provide that Cadiz shall indemnify the Purchasers under
certain circumstances and the Purchasers shall indemnify Cadiz and
controlling persons of the Company under certain circumstances,
including indemnification for liabilities arising under the Act.
Certain of the warrants registered hereunder also include similar
indemnification provisions.
Cadiz's 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 (i) for any breach of the director's duty
of loyalty to Cadiz 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. Cadiz also has purchased a
liability insurance policy which insures its directors and officers
against certain liabilities, including liabilities under the Act.
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.
3.1 Certificate of Incorporation of the Company, as amended(2)
3.2 Amendment to Certificate of Incorporation dated November 12,
1996(3)
3.3 Amendment to Certificate of Incorporation dated September 1,
1998(12)
3.4 Amended and Restated Certificate of Incorporation of Sun
World, Inc.(9)
3.5 Certificate of Merger of Sun World International, Inc. into
Sun World, Inc.(9)
3.6 Agreement and Plan of Merger of Sun World, Inc. and Sun
World International, Inc.(9)
3.7 Amended and Restated Bylaws of Sun World International, Inc.(9)
3.8 Bylaws of the Company, as amended (13)
4.1 Specimen Form of Stock Certificate for the Company's
registered stock(12)
4.2 Certificate of Designations of 6% Convertible Series A
Preferred Stock(1)
4.3 Certificate of Designations of 6% Convertible Series B
Preferred Stock(4)
4.4 Certificate of Designations of 6% Convertible Series C
Preferred Stock(1)
4.5 Certificate of Designations of Series A Junior Participating
Preferred Stock(14)
4.6 Certificate of Designations of Series D Preferred Stock
dated December 28, 2000(15)
4.7 Certificate of Correction Filed to Correct the Certificate
of Designations of Series D Preferred Stock of Cadiz Inc. dated
December 28, 2000(15)
4.8 Form of Warrant to Purchase Common Stock of Cadiz Inc. (Initial
Warrant - A) issued to OZ Master Fund, Ltd. (45,000 shares)
4.9 Form of Warrant to Purchase Common Stock of Cadiz Inc. (Subsequent
Warrant - A) issued to OZ Master Fund, Ltd. (45,000 shares)
4.10 Form of Warrant to Purchase Common Stock of Cadiz Inc. (Initial
Warrant - B) issued to OZF Credit Opportunities Master Fund, Ltd. (5,000
shares)
4.11 Form of Warrant to Purchase Common Stock of Cadiz Inc.
(Subsequent Warrant - B) issued to OZF Credit Opportunities
Master Fund, Ltd. (5,000 shares)
4.12 Form of Warrant to Purchase Common Stock of Cadiz Inc.
(First Warrant - A) issued to OZ Master Fund, Ltd. (135,000
shares)
4.13 Form of Warrant to Purchase Common Stock of Cadiz Inc.
(First Warrant - B) issued to OZF Credit Opportunities Master
Fund, Ltd. (15,000 shares)
4.14 Form of Warrant to Purchase Common Stock of Cadiz Inc.
(Second Warrant - A) issued to OZ Master Fund, Ltd. (67,500
shares)
4.15 Form of Warrant to Purchase Common Stock of Cadiz Inc.
(Second Warrant - B) issued to OZF Credit Opportunities Master
Fund, Ltd. (7,500 shares)
4.16 Form of Amended and Restated Warrant to Purchase Common
Stock of Cadiz Inc. (Initial Draw Warrant Certificate) issued to
Middenbank Curacao, N.V. (200,000 shares)
4.17 Form of Amended and Restated Warrant to Purchase Common
Stock of Cadiz Inc. (Additional Draw Warrant Certificate) issued
to Middenbank Curacao, N.V. (150,000 shares)
4.18 Form of Registration Rights Addendum with respect to Initial
Warrant - A and Subsequent Warrant - A issued to OZ Master Fund,
Ltd. (each warrant for 45,000 shares) (Exhibits 4.8 and 4.9)
4.19 Form of Registration Rights Addendum with respect to Initial
Warrant - B and Subsequent Warrant - B issued to OZF Credit
Opportunities Master Fund, Ltd. (each warrant for 5,000 shares)
(Exhibits 4.10 and 4.11)
4.20 Form of Registration Rights Addendum with respect to First
Warrant - A and Second Warrant - A issued to OZ Master Fund, Ltd.
(warrants for a total of 202,500 shares) (Exhibits 4.12 and 4.14)
4.21 Form of Registration Rights Addendum with respect to First
Warrant - B and Second Warrant - B issued to OZF Credit
Opportunities Master Fund, Ltd. (warrants for a total of 22,500
shares) (Exhibits 4.13 and 4.15)
4.22 Form of Amended and Restated Warrant to Purchase Common
Stock of Cadiz Inc. (Second Warrant Certificate) issued to
Middenbank Curacao, N.V. (75,000 shares)
4.23 Form of Amended and Restated Warrant to Purchase Common
Stock of Cadiz Inc. (Fourth Warrant Certificate) issued to
Middenbank Curacao, N.V. (100,000 shares)
4.24 Form of Amended and Restated Warrant to Purchase Common
Stock of Cadiz Inc. (Fifth Warrant Certificate) issued to
Middenbank Curacao, N.V. (150,000 shares)
4.25 Form of Amended and Restated Warrant to Purchase Common
Stock of Cadiz Inc. (Sixth Warrant Certificate) issued to
Middenbank Curacao, N.V. (50,000 shares)
4.26 Form of Amended and Restated Warrant to Purchase Common
Stock of Cadiz Inc. (Seventh Warrant Certificate) issued to
Middenbank Curacao, N.V. (100,000 shares)
4.27 Indenture dated as of April 16, 1997 among Sun World as
issuer, Sun World and certain subsidiaries of Sun World as
guarantors, and 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)(7)
4.28 Form of Amendment to Indenture dated as of October 9, 1997(10)
4.29 Form of Amendment to Indenture dated as of January 23, 1998(11)
5.1 Form of Opinion of Miller & Holguin as to the legality of
the securities being registered
23.1 Consent of Independent Accountants
23.2 Consent of Miller & Holguin (included in its opinion filed
as Exhibit 5.1)
(1) Previously filed as Exhibit to the Company's Report on Form 8-
K dated September 13, 1996
(2) Previously filed as Exhibit to the Company's Registration
Statement of Form S-1 (Registration No. 33-75642) declared
effective May 16, 1994
(3) Previously filed as Exhibit to the Company's Report on Form 10-
Q for the quarter ended September 30, 1996
(4) Previously filed as Exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 1996
(5) Previously filed as Exhibit A to the Company's Proxy Statement
relating to the Annual Meeting of Stockholders held on
November 8, 1996
(6) Previously filed as Exhibit to the Company's Transition Report
on Form 10-K for the nine months ended December 31, 1996
(7) Previously filed as Exhibit to Amendment No. 1 to the
Company's Form S-1 Registration Statement No. 333-19109
(8) Previously filed as Exhibit to the Company's Report on Form 10-
Q for the quarter ended March 31, 1997
(9) Previously filed as Exhibit to Sun World's Form S-4
Registration Statement No. 333-31103
(10) Previously filed as Exhibit to Amendment No. 2 to Sun World's
Form S-4 Registration Statement No. 333-31103
(11) Previously filed as Exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997
(12) Previously filed as Exhibit to the Company's Report on Form 10-
Q for the quarter ended September 30, 1998
(13) Previously filed as Exhibit to the Company's Report on Form 10-
Q for the quarter ended June 30, 1999
(14) Previously filed as Exhibit to the Company's Report on Form 8-
K dated May 10, 1999
(15) Previously filed as Exhibit to the Company's Report on Form 8-
K dated December 28, 2000
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;
(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.
(h) 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.
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 January 16, 2001.
CADIZ INC.
Registrant
By: /s/ KEITH BRACKPOOL
-----------------------------
Keith Brackpool
Chief Executive Officer
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 January 16, 2001
___________________ and Director
Keith Brackpool (Principal Executive
Officer)
/S/ STANLEY E. SPEER Chief Financial Officer January 16, 2001
____________________ and Secretary
Stanley E. Speer (Principal Financial and
Accounting Officer)
/S/ DWIGHT W. MAKINS Chairman of the Board January 16, 2001
____________________ and Director
Dwight W. Makins
/S/ MURRAY H. HUTCHISON Director January 16, 2001
_______________________
Murray H. Hutchinson
/S/ MITT PARKER Director January 16, 2001
___________________
Mitt Parker
/S/ TIMOTHY J. SHAHEEN Director January 16, 2001
______________________
Timothy J. Shaheen
/S/ ANTHONY L. COELHO Director January 16, 2001
_______________________
Anthony L. Coelho
EXHIBITS INDEX
Exhibit No.: Title of Document
____________ ___________________________________________________
3.1 Certificate of Incorporation of the Company, as
amended(2)
3.2 Amendment to Certificate of Incorporation dated
November 12, 1996(3)
3.3 Amendment to Certificate of Incorporation dated
September 1, 1998(12)
3.4 Amended and Restated Certificate of
Incorporation of Sun World, Inc.(9)
3.5 Certificate of Merger of Sun World
International, Inc. into Sun World, Inc.(9)
3.6 Agreement and Plan of Merger of Sun World, Inc.
and Sun World International, Inc.(9)
3.7 Amended and Restated Bylaws of Sun World
International, Inc.(9)
3.8 Bylaws of the Company, as amended (13)
4.1 Specimen Form of Stock Certificate for the
Company's registered stock(12)
4.2 Certificate of Designations of 6% Convertible
Series A Preferred Stock(1)
4.3 Certificate of Designations of 6% Convertible
Series B Preferred Stock(4)
4.4 Certificate of Designations of 6% Convertible
Series C Preferred Stock(1)
4.5 Certificate of Designations of Series A Junior
Participating Preferred Stock(14)
4.6 Certificate of Designations of Series D
Preferred Stock dated December 28, 2000(15)
4.7 Certificate of Correction Filed to Correct the
Certificate of Designations of Series D Preferred Stock
of Cadiz Inc. dated December 28, 2000(15)
4.8 Form of Warrant to Purchase Common Stock of
Cadiz Inc. (Initial Warrant - A) issued to OZ Master
Fund, Ltd. (45,000 shares)
4.9 Form of Warrant to Purchase Common Stock of
Cadiz Inc. (Subsequent Warrant - A) issued to OZ Master
Fund, Ltd. (45,000 shares)
4.10 Form of Warrant to Purchase Common Stock of
Cadiz Inc. (Initial Warrant - B) issued to OZF Credit
Opportunities Master Fund, Ltd. (5,000 shares)
4.11 Form of Warrant to Purchase Common Stock of
Cadiz Inc. (Subsequent Warrant - B) issued to OZF Credit
Opportunities Master Fund, Ltd. (5,000 shares)
4.12 Form of Warrant to Purchase Common Stock of
Cadiz Inc. (First Warrant - A) issued to OZ Master Fund,
Ltd. (135,000 shares)
4.13 Form of Warrant to Purchase Common Stock of
Cadiz Inc. (First Warrant - B) issued to OZF Credit
Opportunities Master Fund, Ltd. (15,000 shares)
4.14 Form of Warrant to Purchase Common Stock of
Cadiz Inc. (Second Warrant - A) issued to OZ Master Fund,
Ltd. (67,500 shares)
4.15 Form of Warrant to Purchase Common Stock of
Cadiz Inc. (Second Warrant - B) issued to OZF Credit
Opportunities Master Fund, Ltd. (7,500 shares)
4.16 Form of Amended and Restated Warrant to
Purchase Common Stock of Cadiz Inc. (Initial Draw Warrant
Certificate) issued to Middenbank Curacao, N.V. (200,000
shares)
4.17 Form of Amended and Restated Warrant to
Purchase Common Stock of Cadiz Inc. (Additional Draw
Warrant Certificate) issued to Middenbank Curacao, N.V.
(150,000 shares)
4.18 Form of Registration Rights Addendum with
respect to Initial Warrant - A and Subsequent Warrant - A
issued to OZ Master Fund, Ltd. (each warrant for 45,000
shares) (Exhibits 4.8 and 4.9)
4.19 Form of Registration Rights Addendum with
respect to Initial Warrant - B and Subsequent Warrant - B
issued to OZF Credit Opportunities Master Fund, Ltd.
(each warrant for 5,000 shares) (Exhibits 4.10 and 4.11)
4.20 Form of Registration Rights Addendum with
respect to First Warrant - A and Second Warrant - A
issued to OZ Master Fund, Ltd. (warrants for a total of
202,500 shares) (Exhibits 4.12 and 4.14)
4.21 Form of Registration Rights Addendum with
respect to First Warrant - B and Second Warrant - B
issued to OZF Credit Opportunities Master Fund, Ltd.
(warrants for a total of 22,500 shares) (Exhibits 4.13
and 4.15)
4.22 Form of Amended and Restated Warrant to
Purchase Common Stock of Cadiz Inc. (Second Warrant
Certificate) issued to Middenbank Curacao, N.V. (75,000
shares)
4.23 Form of Amended and Restated Warrant to
Purchase Common Stock of Cadiz Inc. (Fourth Warrant
Certificate) issued to Middenbank Curacao, N.V. (100,000
shares)
4.24 Form of Amended and Restated Warrant to
Purchase Common Stock of Cadiz Inc. (Fifth Warrant
Certificate) issued to Middenbank Curacao, N.V. (150,000
shares)
4.25 Form of Amended and Restated Warrant to
Purchase Common Stock of Cadiz Inc. (Sixth Warrant
Certificate) issued to Middenbank Curacao, N.V. (50,000
shares)
4.26 Form of Amended and Restated Warrant to
Purchase Common Stock of Cadiz Inc. (Seventh Warrant
Certificate) issued to Middenbank Curacao, N.V. (100,000
shares)
4.27 Indenture dated as of April 16, 1997 among Sun
World as issuer, Sun World and certain subsidiaries of
Sun World as guarantors, and 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)(7)
4.28 Form of Amendment to Indenture dated as of
October 9, 1997(10)
4.29 Form of Amendment to Indenture dated as of
January 23, 1998(11)
5.1 Form of Opinion of Miller & Holguin as to the
legality of the securities being registered
23.1 Consent of Independent Accountants
23.2 Consent of Miller & Holguin (included in its
opinion filed as Exhibit 5.1)
(1) Previously filed as Exhibit to the Company's Report on
Form 8-K dated September 13, 1996
(2) Previously filed as Exhibit to the Company's Registration
Statement of Form S-1 (Registration No. 33-75642) declared
effective May 16, 1994
(3) Previously filed as Exhibit to the Company's Report on
Form 10-Q for the quarter ended September 30, 1996
(4) Previously filed as Exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1996
(5) Previously filed as Exhibit A to the Company's Proxy
Statement relating to the Annual Meeting of Stockholders held
on November 8, 1996
(6) Previously filed as Exhibit to the Company's Transition
Report on Form 10-K for the nine months ended December 31,
1996
(7) Previously filed as Exhibit to Amendment No. 1 to the
Company's Form S-1 Registration Statement No. 333-19109
(8) Previously filed as Exhibit to the Company's Report on
Form 10-Q for the quarter ended March 31, 1997
(9) Previously filed as Exhibit to Sun World's Form S-4
Registration Statement No. 333-31103
(10) Previously filed as Exhibit to Amendment No. 2 to Sun
World's Form S-4 Registration Statement No. 333-31103
(11) Previously filed as Exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1997
(12) Previously filed as Exhibit to the Company's Report on
Form 10-Q for the quarter ended September 30, 1998
(13) Previously filed as Exhibit to the Company's Report on
Form 10-Q for the quarter ended June 30, 1999
(14) Previously filed as Exhibit to the Company's Report on
Form 8-K dated May 10, 1999
(15) Previously filed as Exhibit to the Company's Report on
Form 8-K dated December 28, 2000