As filed with the Securities and Exchange Commission on June 29, 1999
Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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 other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
100 Wilshire Boulevard, Suite 1600
Santa Monica, California 90401
(Address of principal executive offices)
1996 Stock Option Plan
(Full title of the plan)
STANLEY E. SPEER
100 Wilshire Boulevard, Suite 1600
Santa Monica, California 90401
(Name and address of agent for service)
(310) 899-4700
(Telephone number, including area code, of agent for service)
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Copies of communications to:
J. BRAD WIGGINS, ESQ.
SHAUNA ROTHKOPF, 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:
As soon as practicable after the effective date of this
Registration Statement
CALCULATION OF REGISTRATION FEE
Proposed
Title of maximum Proposed
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit price fee
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Common Stock (1)(3) 1,000,000 shares $ 9.2031 $ 9,203,100 $ 2,558.46
Options to purchase
Common Stock (2)(3) 1,000,000 options
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Total $ 9,203,100 $ 2,558.46
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(1) These shares underlie options issuable under the Cadiz
Inc. 1996 Stock Option Plan, as amended on May 10, 1999 (the
"Option Plan") to provide for options to purchase an
additional 1,000,000 shares. Other securities issuable
under the Option Plan were previously registered pursuant to
Registration Statement No. 333-35491. Pursuant to Rule
457(h) and Rule 457(c) under the Securities Act of 1933, as
amended (the "Securities Act"), the offering price and the
amount of the fee for these shares were computed based on
the average of the high and low prices of the Company's
Common Stock as reported by Nasdaq for June 24, 1999.
(2) These are the remaining options that are issuable under
the Option Plan. No additional fee for registration of
these options is required by virtue of Rule 457(g).
(3) Also registered hereunder are an indeterminate number
of additional options and shares of Common Stock, which may
become issuable by virtue of the anti-dilution adjustment
provisions of the Option Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part
I of Form S-8 need not be filed with the Securities and
Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act of
1933, as amended (the "Securities Act"), but will be sent or
given to employees as specified by Rule 428(b)(1) under the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in
this Registration Statement:
(a) The registrant's annual report on Form 10-K for the year
ended December 31, 1998.
(b) The registrant's quarterly report on Form 10-Q for
the quarter ended March 31, 1999.
(c) The description of the registrant's class of Common
Stock which is registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), which description is set forth in
Item 1 of the registration statement on Form 8-A
filed under the Exchange Act on May 8, 1984, and
updated in reports on Form 8-K dated May 9, 1988 and
May 6, 1992.
In addition, all documents subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the issuance of
the securities offered hereby will be passed upon for the
registrant by Miller & Holguin, attorneys at law, Los Angeles,
California.
The financial statements incorporated in this Registration
Statement by reference to the registrant's annual report on
Form 10-K for the year ended December 31, 1998 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as
experts in auditing and accounting.
ITEM 6. INDMENIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law
permits the registrant'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 the registrant, in terms
sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Securities 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.
The registrant's Bylaws provide for mandatory
indemnification of directors and officers of the registrant,
and those serving at the request of the registrant as
directors, officers, employees, or agents of other entities
(collectively, "Agents"), to the maximum extent permitted by
law. The Bylaws provide that such indemnification (other than
in an action by or in the right of the registrant) shall be a
contract right between each Agent and the registrant.
In 1990, the registrant entered into an Indemnity
Agreement with each of the individuals then serving as an
executive officer or director of the registrant, including
Keith Brackpool, the current Chief Executive Officer of the
registrant. The Indemnity Agreement as to Mr. Brackpool
remains in effect; all of the other executive officers and
directors who executed an Indemnity Agreement with the
registrant have since resigned from their positions with the
registrant. The Indemnity Agreement provides for the
indemnification of the indemnified party with respect to his
activities as a director or officer of the registrant or an
affiliate of the registrant against expenses and liabilities,
of whatever nature, incurred in connection with any claim made
against him by reason of facts which include his affiliation
with the registrant. Such indemnification is provided to the
maximum extent permitted by the registrant's charter documents,
insurance policies and/or any applicable law.
The registrant's Certificate of Incorporation provides
that a director of the registrant shall not be personally
liable to the registrant 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 the registrant 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. The registrant has also purchased a
liability insurance policy, which insures its directors and
officers against certain liabilities, including liabilities
under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed or incorporated by
reference as part of this Registration Statement:
4.1 Specimen form of stock certificate(1)
4.2 Certificate of Incorporation, as amended(2)
4.3 Amendment to Certificate of Incorporation dated November
12, 1996(3)
4.4 Amendment to Certificate of Incorporation dated
September 1, 1998(1)
4.5 Bylaws, as amended to date(4)
4.6 Certificate of Designations of 6% Convertible
Series A Preferred Stock(5)
4.7 Certificate of Designations of 6% Convertible
Series B Preferred Stock(6)
4.8 Certificate of Designations of 6% Convertible
Series C Preferred Stock(5)
4.9 Indenture dated as of April 16, 1997 for the
benefit of holders of 11-1/4% First Mortgage Notes due
2004 (including provisions of Guarantee given by the
registrant)(7)
4.10 Form of Amendment to Indenture dated as of October 9, 1997(8)
4.11 Form of Amendment to Indenture dated as of January 23, 1998(9)
5.1 Opinion of Miller & Holguin
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Miller & Holguin (included in Exhibit 5.1)
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(1) Previously filed as an exhibit to the registrant's
quarterly report on Form 10-Q for the period ended
September 30, 1998, and incorporated herein by reference
(2) Previously filed as an exhibit to Registration Statement
No. 33-75642, and incorporated herein by reference
(3) Previously filed as an exhibit to the registrant's
quarterly report on Form 10-Q for the period ended
September 30, 1996, and incorporated herein by reference
(4) Previously filed as an exhibit to the registrant's report
on Form 8-K dated May 6, 1992, and incorporated herein by
reference
(5) Previously filed as an exhibit to the registrant's report
on Form 8-K dated September 13, 1996, and incorporated
herein by reference
(6) Previously filed as an exhibit to the registrant's report
on Form 10-K for the fiscal year ended March 31, 1996, and
incorporated herein by reference
(7) Previously filed as an exhibit to Amendment No. 1 to
Registration Statement No. 333-19109, and incorporated
herein by reference
(8) Previously filed as an exhibit to Amendment No. 2 to
Registration Statement No. 333-31103, and incorporated
herein by reference
(9) Previously filed as an exhibit to the registrant's report
on Form 10-K for the fiscal year ended December 31, 1997,
and incorporated herein by reference
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) (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;
(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 Exchange Act that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
(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, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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) Insofar as indemnification for liabilities arising
under the Securities Act 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 Securities 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 Securities 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-8 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 the 29th day of June, 1999.
CADIZ INC.
By: /s/ Keith Brackpool
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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
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/s/ Dwight W. Makins Chairman of the Board June 29, 1999
---------------------- and Director
Dwight W. Makins
/s/ Keith Brackpool Chief Executive Officer June 29, 1999
----------------------- and Director
Keith Brackpool (Principal Executive Officer)
/s/ Murray H. Hutchison Director June 29, 1999
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Murray H. Hutchison
/s/ Mitt Parker Director June 29, 1999
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Mitt Parker
/s/ Stanley E. Speer Chief Financial Officer June 29, 1999
----------------------- and Secretary
Stanley E. Speer (Principal Financial
and Accounting Officer)
/s/ Timothy J. Shaheen Director June 29, 1999
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Timothy J. Shaheen
/s/ Anthony L. Coelho Director June 29, 1999
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Anthony L. Coelho