As filed with the Securities and Exchange Commission on December 10, 2001
Registration No. 333-53069
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
POST-EFFECTIVE AMENDMENT NO. 1 TO
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)
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
_________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
Not applicable - Securities being withdrawn from registration
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. ____
====================================================================
REMOVAL OF SECURITIES FROM REGISTRATION
We previously registered for resale, under a Registration
Statement on Form S-3 filed with the Securities and Exchange
Commission on May 19, 1998 (Registration No. 333-53069), the
following securities offered by ING Baring (U.S.) Capital
Corporation, one of the selling security holders named in the
Registration Statement: (i) 75,000 warrants exercisable until
April 30, 2002 at an exercise price of $5.03 per share; 75,000
warrants exercisable until April 30, 2003 at an exercise price of
$11.8125 per share; 200,000 warrants exercisable until November
25, 2004 at an exercise price of $7.00 per share; 112,500
warrants exercisable until April 13, 2005 at an exercise price of
$7.00 per share; and 37,500 warrants exercisable until May 11,
2005 at an exercise price of $7.00 per share (all of the warrants
described in this clause (i) are hereafter referred to as the
"Warrants") and (ii) the Common Stock of the Company issuable
upon the exercise of the Warrants (collectively, the "Warrant
Shares"). By filing this Post-Effective Amendment No. 1 to the
Registration Statement, we hereby remove from registration all of
the Warrants and the Warrant Shares. The Registration Statement
is hereby amended, as appropriate, to reflect the removal from
registration of the Warrants and the Warrant Shares.
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 December 10, 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 December 10, 2001
- -------------------- Chairman of the Board
Keith Brackpool and Director
(Principal Executive Officer)
/S/ Stanley E. Speer Chief Financial Officer December 10, 2001
- -------------------- (Principal Financial and
Stanley E. Speer Accounting Officer)
/S/ Dwight W. Makins Director December 10, 2001
- --------------------
Dwight W. Makins
/S/ Murray H. Hutchison Director December 10, 2001
- ---------------------
Murray H. Hutchinson
/S/ Mitt Parker Director December 10, 2001
- -------------------
Mitt Parker
/S/ Timothy J. Shaheen Director December 10, 2001
- ---------------------
Timothy J. Shaheen
/S/ Anthony L. Coelho Director December 10, 2001
- ---------------------
Anthony L. Coelho