As filed with the Securities and Exchange Commission on September 13, 2002
Registration No. 333-_______
==========================================================================
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)
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:
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. ______
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount
Title of Each Amount Offering Aggregate of
Class of Securities to be Price Offering Registration
to be Registered Registered Per Unit Price Fee
------------------ ----------------- ---------- -------- -----------
Common Stock,
Par Value 1,375,000 Shares(1) $ 3.52(2) $4,840,000 $ 445.28
$0.01 Per Share
Warrants for the 1,350,000 Warrants(3)
Purchase of
Common Stock
(1) The shares of common stock which may be offered by the
selling securityholder pursuant to this registration
statement include, but are not limited to, 1,350,000 shares
of common stock issuable upon the exercise of warrants. In
accordance with Rule 416 of Regulation C under the
Securities Act of 1933, this registration statement also
covers any additional shares of common stock issued or
issuable to the selling securityholder as a result of a
stock split, stock dividend or similar transaction.
(2) Estimated solely for the purpose of calculating the
registration fee, and based, pursuant to Rule 457(c), on the
average of the high and low prices of the Registrant's
common stock as reported by the Nasdaq National Stock Market
for September 9, 2002, which date is within five business
days prior to the initial filing date of this registration
statement.
(3) No fee for registration of the warrants is required by virtue
of the last sentence of Rule 457(g).
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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 SEPTEMBER 13, 2002, SUBJECT TO COMPLETION
CADIZ INC.
WARRANTS FOR THE PURCHASE OF 1,350,000 SHARES OF COMMON STOCK AND
COMMON STOCK UNDERLYING WARRANTS AND 25,000 ADDITIONAL SHARES
OF COMMON STOCK
The selling securityholder is offering and selling:
* warrants to purchase 1,350,000 shares of common stock
and 1,350,000 shares of common stock issuable upon the
exercise of these warrants; and
* 25,000 additional shares of common stock.
We issued the 1,350,000 warrants and 25,000 additional shares
of common stock to the selling securityholder in a private
transaction exempt from the registration requirements of the
Securities Act of 1933. 1,250,000 of these warrants were issued to
the selling securityholder as partial consideration to induce an
indirect affiliate of the selling securityholder to extend until
January 31, 2003 the due date of $25.1 million of previously
outstanding loans to us; however, 1,000,000 of those warrants will
not be exercisable if we pay all of our outstanding loans to ING
Baring (U.S.) Capital LLC by January 30, 2003. We issued 100,000
additional warrants to the selling securityholder in connection
with the lender's extension of $10 million of additional loans
to our company. In connection with the loan transactions, we also
issued to the selling securityholder the 25,000 shares of
common stock. We do not know when or how the selling securityholder
intends to sell its shares or warrants or what the price, terms or
conditions of any sales will be. The selling securityholder may
sell the shares or warrants directly or through underwriters,
dealers or agents, who may receive compensation. The selling
securityholder may sell the shares or warrants in privately negotiated
transactions and may also sell the shares in market transactions.
Cadiz will not receive any proceeds from the sale of the shares
or warrants by the selling securityholder. However, Cadiz will
receive the exercise price of the warrants if and when they are
exercised, unless the warrants are exercised pursuant to a "cashless
exercise" provision. 350,000 of the warrants offered under this
prospectus entitle the holders to purchase common stock at an
initial exercise price per share of $4.81. The remaining warrants
are exercisable at an initial exercise price per share of $0.01.
Cadiz' common stock is traded on the Nasdaq National Stock
Market System under the symbol "CLCI". On September 11, 2002, the
last reported sale price of our common stock on Nasdaq was $3.78.
----------------
AN INVESTMENT IN THESE SECURITIES IS RISKY. YOU SHOULD
PURCHASE THESE SECURITIES IF YOU CAN AFFORD TO LOSE YOUR ENTIRE
INVESTMENT. PLEASE SEE THE RISK FACTORS BEGINNING ON PAGE 1 TO
READ ABOUT CERTAIN FACTORS YOU SHOULD CONSIDER BEFORE BUYING
SHARES OF COMMON STOCK OR WARRANTS TO PURCHASE COMMON STOCK.
___________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this prospectus is_________________, 2002.
TABLE OF CONTENTS
Page
Notice About Forward Looking Statements. . . . . . . . . . . . 1
About Cadiz and Sun World. . . . . . . . . . . . . . . . . . . 1
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . .1
Description of Securities. . . . . . . . . . . . . . . . . . . 5
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . 7
Sales by Selling Securityholder. . . . . . . . . . . . . . . . 7
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . .8
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . 9
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Where You Can Find More Information. . . . . . . . . . . . . . 10
Page i
NOTICE ABOUT FORWARD-LOOKING STATEMENTS
Information presented in this prospectus, and in other
documents which are incorporated by reference in this prospectus
under the section of this prospectus entitled "Where You Can Find
More Information," that discusses financial projections,
information or expectations about our business plans, results of
operations, products or markets, or otherwise makes statements
about future events, are forward-looking statements. Forward-
looking statements can be identified by the use of words such as
"intends," "anticipates," "believes," "estimates," "projects,"
"forecasts," "expects," "plans," and "proposes." Although we
believe that the expectations reflected in these forward-looking
statements are based on reasonable assumptions, there are a number
of risks and uncertainties that could cause actual results to
differ materially from these forward-looking statements. These
include, among others, the cautionary statements in the "Risk
Factors" section of this prospectus beginning on page 1. These
cautionary statements identify important factors that could cause
actual results to differ materially from those described in the
forward-looking statements. When considering forward-looking
statements in this prospectus, you should keep in mind the
cautionary statements in the "Risk Factors" section and other
sections of this prospectus, and other cautionary statements in
documents which are incorporated by reference in this prospectus
and listed in "Where You Can Find More Information" on page 10.
ABOUT CADIZ AND SUN WORLD
Cadiz' primary businesses consist of water resource
management and agricultural operations on both a domestic and
international scope. Our assets encompass landholdings with high-
quality groundwater resources and agricultural properties located
throughout central and southern California with valuable water rights.
We believe that our access to water provides us with a competitive
edge both as a major agricultural concern and as a supplier of water.
Our wholly-owned subsidiary, Sun World International, Inc.,
is one of the largest developers, growers, packers and marketers
of proprietary fruits and vegetables in California. Sun World
also adds valuable water rights to our existing water resource
management operations. We also hold properties that are underlain
by high-quality groundwater resources with potential for water
storage and supply programs, and agricultural, municipal,
recreational and industrial development. We expect to utilize our
resources to participate in a broad variety of water storage and
supply, transfer, exchange and conservation programs with public
agencies and other parties.
We continually seek to develop and manage our water and
agricultural resources for their highest and best uses. We also
continue to evaluate acquisition opportunities which are
complementary to our current portfolio of water and agricultural
resources.
Our principal executive offices are located at 100 Wilshire
Boulevard, Suite 1600, Santa Monica, California 90401-1111 and our
telephone number is (310) 899-4700.
RISK FACTORS
An investment in shares of Cadiz common stock or
warrants to purchase shares of Cadiz common stock involves a
high degree of risk. You should carefully consider the
following factors as well as the other information contained
and incorporated by reference in this prospectus before
deciding to invest.
WE HAVE A HISTORY OF OPERATING LOSSES AND MAY NEVER
ACHIEVE AND MAINTAIN PROFITABILITY UNLESS WE SUCCESSFULLY
IMPLEMENT OUR WATER DEVELOPMENT PROGRAMS. Our net losses
were $8.6 million for the year ended December 31, 1999;
$22.5 million for the year ended
Page 1
December 31, 2000; and $25.7 million for the year ended
December 31, 2001. For the six months ended June 30, 2002
our net loss was $12.7 million. We have derived substantially all
of our revenues to date from our agricultural operations as
conducted through our Sun World subsidiary. Until such time,
if ever, as we generate significant revenues from our water
development programs, our consolidated results of operations
will be largely dependent upon the results of our agricultural
operations. We may never become profitable unless we are able
to successfully implement our water development programs. If
we do become profitable, we may not be able to remain profitable.
FACTORS OUTSIDE OF OUR CONTROL CAN AFFECT THE
PROFITABILITY OF OUR AGRICULTURAL OPERATIONS. As a result,
we cannot assure you that our agricultural operations will
be commercially profitable. Numerous factors can affect the
price, yield and marketability of our crops. Crop prices
may vary greatly from year to year as a result of the
relationship between production and market demand. For
example, the production of a particular crop in excess of
demand in any particular year will depress market prices,
and inflationary factors and other unforeseeable economic
changes may also, at the same time, increase our operating
costs. Adverse weather conditions, insects, blight or
other diseases, labor boycotts or strikes and shortages of
competent laborers could also affect the profitability of
our agricultural operations, as could changes in
governmental policies and industry production levels.
IF WE DO NOT RECEIVE THE APPROVAL OF GOVERNMENTAL
REGULATORS, WE WILL NOT BE ABLE TO IMPLEMENT OUR WATER
DEVELOPMENT PROGRAMS. Groundwater development, and the
export of surplus groundwater for sale to single entities
such as public water agencies, are not subject to regulation
by existing statutes, other than general environmental
statutes applicable to all development programs. We are in
the process of obtaining the required federal rights-of-way
and state regulatory approvals for the Cadiz Groundwater and
Dry-Year Supply Program, one of our water development
programs. We sometimes refer to the Cadiz Groundwater and
Dry-Year Supply Program in this prospectus as the "Cadiz
Program". Under the proposed terms of the Cadiz Program,
during wet years, Metropolitan Water District of
Southern California will store surplus Colorado River water
in the aquifer system underlying our property and during dry
years, the stored water, together with indigenous ground
water, will be extracted and delivered by pipeline to
Metropolitan's service area. The U.S. Department of the
Interior has issued its Record of Decision regarding the
program, and upon acceptance by Metropolitan of the terms and
conditions included in the Record of Decision, the Department
will issue the rights-of-way. We cannot assure you that we
will be successful in obtaining the necessary rights-of-way
and approvals for this 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
programs.
IF WE DO NOT REACH A FINAL AGREEMENT WITH METROPOLITAN,
WE WILL NOT BE ABLE TO IMPLEMENT THE CADIZ PROGRAM. In July
1998, Cadiz and Metropolitan approved "principles," or outline
terms, for a 50-year agreement governing the Cadiz Program.
Following extensive negotiations, Cadiz and Metropolitan further
refined the "principles" to reach agreement on the basic
economic terms of the program and allocate responsibilities
under the program. Metropolitan's board of directors
approved these definitive terms in April 2001. These
definitive terms serve as the basis for a final agreement to
be executed by Cadiz and Metropolitan. We cannot assure you
that we will be able to reach agreement with Metropolitan on
the final terms of the Cadiz Program or that a final
agreement will be executed.
IF WE CANNOT OBTAIN ADDITIONAL FINANCING TO FUND DESIGN
AND CONSTRUCTION COSTS, WE MAY NOT BE ABLE TO IMPLEMENT OUR
WATER DEVELOPMENT PROGRAMS. As we continue to pursue our
business strategy, we will require additional financing in
connection with our water development programs and construction
of those programs. Under currently negotiated terms, Cadiz
and Metropolitan will share the responsibility for funding
the design, construction and implementation costs of the
capital facilities for the Cadiz Program. We are in discusssion
with lenders regarding
Page 2
funding for our 50% share of the cost of the program capital
facilities. We estimate that the total cost of the facilities will
be approximately $150 million. Financing options include long-term
lending arrangements and utilizing monies we expect to receive from
Metropolitan for its initial payment for storage rights. If we are
unable to obtain funding for our share of the cost of the facilities,
then the Cadiz Program will not go forward. If the Cadiz Program
does not go forward, then we may never become profitable. We cannot
assure you that we will be able to finance the costs of implementing
the Cadiz Program or any of our other water development programs.
IF OUR EXISTING CREDIT FACILITIES EXPIRE OR ARE
INSUFFICIENT TO MEET OUR NEEDS, WE MAY NOT BE ABLE TO SECURE
FINANCING TO FUND OUR DAY-TO-DAY OPERATIONS. Cadiz and Sun
World currently rely on two revolving credit facilities
under which they can borrow, collectively, $55 million to
meet their working capital needs. $48.4 million was
outstanding under these revolving credit facilities as of
June 30, 2002. These revolving credit facilities and $15.4
million of the two companies' term loans are scheduled to
expire or mature at various times through January 31, 2003.
Sun World also has outstanding $115 million of 11-1/4% First
Mortgage Notes due April 15, 2004. If our current lenders
do not renew our loan facilities, we may not be able to
obtain credit elsewhere. Even if our current lenders renew
our existing loan facilities, we cannot assure you that
these lenders will give us additional credit should we need
it. Consequently, we may not have sufficient working
capital to fund our operations. If we are unable to renew
or replace our existing credit facilities upon maturity, our
current lenders may force us to sell some or all of the
assets we have put up as collateral, including our real
property, water rights, growing crops, crop inventories and
accounts receivable.
FACTORS OUTSIDE OF OUR CONTROL MAY DELAY OR PREVENT THE
IMPLEMENTATION OF OUR WATER DEVELOPMENT PROGRAMS. Factors
which may delay or prevent the implementation of our water
development programs include:
* Litigation which may be commenced by environmental
groups and other opponents of our water development
programs;
* Unforeseen technical difficulties and construction
delays;
* Cost increases which may affect our ability to
compete with water suppliers who have greater
resources than we do;
* Hydrologic risks of variable water supplies;
* Risks presented by allocations of water under
existing and prospective priorities;
* Changes in federal and state water quality standards
which may raise our costs; and
* Other adverse changes to U.S. federal, state and
local laws, regulations and policies, including but
not limited to a not yet adopted rider included in
the U.S. Senate version of the Department of the
Interior appropriations bill that would prohibit the
Department from expending funds on the Cadiz Program
in fiscal year 2003.
If any of the events listed above occurs, we cannot
assure you that we will be able to implement our water
development programs on schedule or at all.
IF WE ARE UNABLE TO CREATE SUFFICIENT MARKETPLACE
DEMAND AND PROTECT OUR EXCLUSIVE RIGHTS FOR OUR HIGH QUALITY
TRADEMARKED AND PROPRIETARY BRANDS OF PRODUCE, OUR AGRICULTURAL
BUSINESS MAY BECOME MORE VULNERABLE TO PRICE COMPETITION AND
OUR SALES MAY BE REDUCED. The agricultural business is characterized
by a limited number of large international food companies, as well
as a large number of smaller independent growers and grower
cooperatives, including
Page 3
numerous growers from Mexico. No single competitor has a dominant
market share in the agricultural industry due to the regionalized
nature of these businesses. In order to compete effectively, we
emphasize recognition of our trademarked and proprietary brands
and association of these brands with high quality food products.
If our marketing efforts regarding the quality of our trademarked
and proprietary brands do not generate sufficient demand for our
agricultural products, or if we cannot protect our
trademarked and proprietary brands, we may have to lower our
prices to be competitive with other producers and our sales
could be reduced.
OUR FAILURE TO COMPLY WITH ENVIRONMENTAL REGULATIONS
RELATED TO AGRICULTURAL OPERATIONS COULD RESULT IN
SUBSTANTIAL CLEAN-UP COSTS AND CAUSE A DECLINE IN THE VALUE
OF OUR PROPERTIES. Our agricultural operations are subject
to a broad range of evolving federal, state and local
environmental laws and regulations. These regulations govern
how we handle, store, transport and dispense products
identified as hazardous materials which are generated in the
normal course of our agricultural operations. If we do not
properly comply with environmental regulations governing the
handling of our hazardous materials, we may be subject to
liability for the cleanup of these substances. The costs of
cleanup may be substantial. Our failure to comply with these
environmental regulations may also cause a decline in the
value of our properties.
WE HAVE IMPLEMENTED ANTI-TAKEOVER PROVISIONS THAT COULD
DISCOURAGE OR PREVENT AN ACQUISITION OF OUR COMPANY, EVEN IF
THE ACQUISITION WOULD BE BENEFICIAL TO OUR STOCKHOLDERS, AND
AS A RESULT OUR MANAGEMENT MAY BECOME ENTRENCHED AND HARD TO
REPLACE. Provisions in our certificate of incorporation and
bylaws could make it more difficult for a third party to
acquire us, even if doing so would benefit our stockholders.
These provisions include:
* allowing our board of directors, exclusively, to fix
the number of the members of the board of directors;
* allowing our board of directors, exclusively, to
fill a vacancy created by an expansion of the board
of directors, subject only to the rights of
preferred stockholders;
* allowing our board of directors to issue, without
stockholder approval, up to 100,000 shares of
preferred stock with terms set by the board of
directors;
* limiting the ability of holders of our outstanding
common stock to call a special meeting of our
stockholders; and
* preventing stockholders from taking actions by
written consent and requiring all stockholder
actions to be taken at a meeting of our
stockholders.
Each of these provisions, as well as selected
provisions of Delaware law, could discourage potential
takeover attempts, could adversely affect the market price
of our common stock and could cause our management to become
entrenched and hard to replace. In addition, we have
adopted a stockholder rights plan that, along with the
provisions of our Certificate of Incorporation and bylaws,
may have the effect of discouraging transactions involving a
change of control of our company.
THE SALE OF SHARES COVERED BY THIS PROSPECTUS AND
FUTURE SALES OF COMMON STOCK COULD REDUCE THE MARKET PRICE
OF OUR COMMON STOCK PRICE AND DILUTE OUR EARNINGS PER SHARE.
The registration for resale of common stock under this
prospectus increases the number of outstanding shares of our
common stock eligible for resale. The sale, or availability
for sale, of these shares could cause decreases in the
market price of our common stock, particularly in the event
that a large number of shares were sold in the public market
over a short period of time. Similarly, the
perception that additional shares of our common stock could
be sold in the public market in the future, could cause a
reduction in the trading price of our stock. As of
August 31, 2002, there were
Page 4
36,388,394 shares of common stock and the following securities
convertible into common stock outstanding, not including the
common stock and warrants covered by this prospectus:
* 1,700,000 employee stock options, the common
shares underlying which have been registered on
registration statements on Form S-8;
* 1,490,000 vested warrants outstanding;
* 807,454 deferred stock units;
* our Series D Convertible Preferred Stock convertible
into 625,000 shares of common stock; and
* our Series E-1 and Series E-2 Convertible Preferred
Stock convertible into 1,000,000 shares of common
stock.
An additional 579,228 shares of our common stock are
available for grant under our stock option plan.
WE ARE RESTRICTED BY CONTRACT FROM PAYING DIVIDENDS AND
WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.
As a result, any return on investment on our common stock
will depend primarily upon the appreciation in the price of
our common stock. To date, we have never paid a cash
dividend on our common stock. Our ability to receive
distributions from Sun World's cash flow and to pay
dividends in turn to our stockholders is restricted by a
series of covenants in the indenture governing Sun World's
$115 million of 11-1/4% First Mortgage Notes due April 15,
2004. These covenants do not allow for the payment of
dividends by us or by Sun World other than out of cumulative
net income. Similar restrictions are contained in the loan
documents governing Sun World's secured $30 million
revolving credit facility, Sun World's $5 million unsecured
term loan and Cadiz' $25 million revolving credit facility.
As we have a history of operating losses, we have been
unable to date to pay dividends. Even if we post a profit
in future years, we currently intend to retain all future
earnings for the operation of our business. As a result, we
do not anticipate that we will declare any dividends in the
foreseeable future.
DESCRIPTION OF SECURITIES
The selling securityholder, Middenbank Curacao, N.V., is
offering and selling under this prospectus:
* warrants to purchase 1,350,000 shares of common stock and
1,350,000 shares of common stock issuable upon the exercise
of these warrants; and
* 25,000 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, file number 012114, as amended by reports on:
* Form 8-K filed with the SEC on May 26, 1988, file number
403832;
* Form 8-K filed with the SEC on June 2, 1992, file number
92161827; and
* Form 8-K filed with the SEC on May 18, 1999, file number
000-12114.
Page 5
The basic terms of the warrants being offered and sold under
this prospectus are set forth in the table below:
Name of
Selling Number When the
Security- of Exercise Warrants Can
holder Warrants Price Be Exercised Expiration Date
------------- -------- ------- -------------- ---------------
Middenbank 250,000 $ 4.81 August 1, 2002 August 1, 2005
Curacao, N.V.
100,000 $ 4.81 August 1, 2002 August 1, 2005
1,000,000 $ 0.01 January 31, 2003 January 31, 2006
The exercise price of the first 250,000 warrants described
in the table will be reduced by $0.75 per share if Cadiz does not
pay off its outstanding term and revolving loans to ING Baring
(U.S.) Capital LLC, an entity indirectly affiliated with the
selling securityholder, by October 31, 2002. The exercise price
of the next 100,000 warrants listed in the table will also be
reduced by $0.75 per share if Cadiz does not repay at least
$10,000,000 of its outstanding loans to ING by October 31, 2002.
The exercise price of both the 250,000 warrants and the 100,000
warrants will be reduced to $0.01 per share if all loans from ING
are not repaid by January 30, 2003.
The 1,000,000 warrants described in the third line of the
table above will not become exercisable unless Cadiz does not repay
all of its outstanding term loans and revolving loans to ING by
January 30, 2003.
The exercise price and number of shares of common stock which
may be purchased upon exercise of any of the warrants held by
Middenbank Curacao, N.V., as described in the table above, are
subject to "anti-dilution" adjustments in the event of any:
* Common stock dividend or other distribution to holders of
our common stock of additional shares of common stock;
* Subdivision, reclassification or combination of our common
stock;
* Issuance to all holders of our common stock of rights or
warrants to purchase shares of common stock at a price less
than the market price of our common stock;
* Distribution to all holders of our common stock of any
assets or indebtedness, subscription rights or warrants;
* Issuance of common stock at a price less than the market
price of our common stock; or
* Issuance of securities convertible into or exchangeable for
shares of common stock at a price less than the market
price of our common stock.
If any of the "dilution" events listed above occurs, the
exercise price of the warrants will be adjusted according to a
"weighted average" formula. That is to say, the adjusted exercise
price of the warrants will be determined by multiplying the
original exercise price by a fraction, the numerator of which will
equal the number of shares of common stock outstanding on the date
the "dilution" event occurs, and the denominator of which will
equal the number of shares of common stock after the "dilution"
event occurs. Whenever the exercise price of the warrants is
adjusted as described above, the number of shares of common stock
purchasable upon exercise of the warrants will be simultaneously
adjusted. This adjustment will be made by multiplying the number
of shares of
Page 6
common stock issuable upon exercise of the warrants immediately
prior to the "dilution" event by the exercise price in effect
immediately prior to the "dilution" event and dividing the
product so obtained by the adjusted exercise price.
Each of the warrants covered by this prospectus contains a
"cashless exercise" provision. This provision allows the warrant
holder to pay the exercise price of the warrant by accepting a
number of shares of common stock equal to the number of shares of
common stock appearing on the face of the warrant multiplied by a
fraction, the numerator of which is the excess of the current
market price of the common stock over the exercise price of the
warrant, and the denominator of which is the current market price
of the common stock.
USE OF PROCEEDS
We will not receive any proceeds from the sale by the selling
securityholder of our common stock or warrants to purchase common
stock. However, we will receive an amount equal to the exercise
price of the warrants if and when any of these warrants are
exercised, unless a selling securityholder exercises its warrants
pursuant to the "cashless exercise" provision. We intend to use
the net proceeds, if any, from the exercise of the warrants for
working capital and general corporate purposes. Temporarily, we
may invest the net proceeds from the exercise of the warrants, if
any, in high grade short term interest bearing investments.
SALES BY SELLING SECURITYHOLDER
The selling securityholder is offering warrants to purchase
up to 1,350,000 shares of Cadiz common stock and the common stock
issuable upon the exercise of these 1,350,000 warrants, and 25,000
additional shares of common stock. The following table sets
forth, as of the date of the prospectus, the name of the selling
securityholder, the number of shares of common stock and warrants
to purchase common stock that the selling securityholder
beneficially owns as of September 11, 2002, the number of shares of
common stock and warrants to purchase common stock beneficially
owned by the selling securityholder that may be offered for sale
from time to time by this prospectus and the number of shares and
percentage of common stock and warrants to purchase common stock
to be held by the selling securityholder assuming the sale of all
the common stock and warrants to purchase common stock offered by
this prospectus.
Except as provided in "Description of Securities", the selling
securityholder has not held any position or office or had a material
relationship with Cadiz or any of its affiliates within the past
three years other than as a result of the ownership of Cadiz common
stock, warrants to purchase Cadiz common stock and Sun World bonds.
Cadiz may amend or supplement this prospectus from time to time to
update the disclosure contained in this prospectus.
Securities
Beneficially Securities Percentage
Name Owned Securities Beneficially Ownership
of Selling Prior to Offered Owned After After
Securityholder Offering(1) for Sale Offering(1)(2) Offering(1)(2)
-------------- ------------ ---------- -------------- --------------
Middenbank 3,811,864(4) 1,375,000(5) 2,436,864(6) 6.3%
Curacao, N.V.
________________________
(1) The number of shares in the chart reflected as
being beneficially owned by the selling securityholder both
prior to and after the offering contemplated by this
prospectus, and the selling securityholder's percentage
ownership after the offering, are based upon information
determined by the selling securityholder in accordance with
Rule 13d-3 of the Exchange Act and provided by the selling
securityholder to Cadiz and a Schedule 13G filed by the
selling securityholder and certain of its affiliates on May
1, 2002.
Page 7
(2) The number of shares set forth in this column assumes
the sale of all shares of common stock offered under this
prospectus.
(3) The percentage ownership in the table was provided to
Cadiz after being calculated by the selling securityholder
in accordance with Rule 13d-3, based upon 36,388,394 shares
of common stock stated by Cadiz as being outstanding as of
August 31, 2002.
(4) The 3,811,864 securities beneficially owned by
Middenbank Curacao, N.V. prior to this offering include the
375,000 securities offered for sale by the selling
securityholder pursuant to this prospectus and as described
in detail in Note 5, plus 2,436,864 additional securities as
described in detail in Note 6.
(5) The 1,375,000 securities offered for sale by Middenbank
Curacao, N.V., under this prospectus include warrants to
purchase 1,350,000 shares of common stock and the common stock
underlying these warrants, and 25,000 additional shares of
common stock. 1,000,000 of the 1,375,000 warrants offered for
sale under this prospectus will not become exercisable unless
Cadiz does not repay all of its outstanding term loans and
revolving loans to ING by January 30, 2003.
(6) These 2,436,864 securities consist of:
(a) 825,000 warrants to purchase shares of common stock
and the common stock underlying these warrants, plus
111,864 additional shares of common stock. These
936,864 securities have previously been registered on
a registration statement on Form S-3 filed with the
Securities and Exchange Commission on January 16,
2001, as amended. The January 2001 registration
statement also registers 350,000 additional shares of
common stock, which are issuable to the selling
securityholder in lieu of cash payment of interest on
outstanding indebtedness of Cadiz to an indirect
affiliate of the selling securityholder; and
(b) 1,500,000 securities consisting of warrants to
purchase 250,000 shares of common stock and the common
stock underlying these warrants, and 1,250,000
additional shares of common stock. These 1,500,000
securities have previously been registered on a
registration statement on Form S-3 filed with the
Securities and Exchange Commission on May 3, 2002.
PLAN OF DISTRIBUTION
The shares of common stock and warrants to purchase common
stock offered by this prospectus will be offered and sold by the
selling securityholder named in this prospectus, by its donees or
transferees, or by its other successors in interest. Cadiz has
agreed to bear the expenses of the registration of the shares and
warrants, including legal and accounting fees, other than fees of
counsel, if any, retained individually by the selling
securityholder, and any discounts or commissions payable with
respect to sales of the shares and warrants.
The selling securityholder from time to time may offer and
sell the shares in transactions in the Nasdaq over-the-counter
market at market prices prevailing at the time of sale. The
selling securityholder from time to time may also offer and sell
the shares or warrants in private transactions at negotiated
prices. The selling securityholder may sell its shares and
warrants directly or to or through broker-dealers who may receive
compensation in the form of discounts, concessions or commissions
from the selling securityholder or the purchasers of shares for
whom such broker-dealers may act as agent or to whom they may
sell as principal, or both. Such compensation may be in excess of
customary commissions.
From time to time, the selling securityholder may pledge or
grant a security interest in some or all of the shares or
warrants which it owns. If the selling securityholder defaults
in the performance of its secured obligations, the pledgees or
secured parties may offer and sell the
Page 8
shares or warrants from time to time by this prospectus (except,
in some cases, if the pledgees or secured parties are broker-dealers
or are affiliated with broker-dealers). The selling securityholder
also may transfer and donate shares or warrants in other circumstances.
Transferees and donees may also offer and sell the shares or
warrants from time to time by this prospectus (except, in some cases,
if the transferees or donees are broker-dealers or are affiliated
with broker-dealers). The number of shares beneficially owned by
the selling securityholder will decrease as and when the selling
securityholder transfers or donates its shares or warrants or defaults
in performing obligations secured by its shares or warrants.
The plan of distribution for the shares and warrants offered and
sold under this prospectus will otherwise remain unchanged, except
that the transferees, donees, pledgees, other secured parties or
other successors in interest will be selling securityholders for
purposes of this prospectus. If we are notified that a donee,
pledgee or other successor in interest of the selling securityholder
intends to sell more than 500 shares of our common stock, we will
file a supplement to this prospectus which includes all of the
information required to be disclosed by Item 507 of Regulation S-K.
Further, Cadiz will file a post-effective amendment to this registration
statement upon notification of any change in the plan of distribution.
The selling securityholder and any broker-dealers acting in
connection with the sale of the shares or warrants covered by
this prospectus may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933, and any
commissions received by them and any profit realized by them on
the resale of the shares or warrants as principals may be deemed
to be underwriting compensation under the Securities Act of 1933.
Cadiz has agreed to indemnify the selling securityholder
against liabilities it may incur as a result of any untrue
statement or alleged untrue statement of a material fact in the
registration statement of which this prospectus forms a part, or
any omission or alleged omission in this prospectus or the
registration statement to state a material fact necessary in
order to make the statements made not misleading. This
indemnification includes liabilities that the selling
securityholder may incur under the Securities Act of 1933. Cadiz
does not have to give such indemnification if the untrue
statement or omission was made in reliance upon and in conformity
with information furnished in writing to Cadiz by the selling
securityholder for use in this prospectus or the registration
statement.
Cadiz has advised the selling securityholder of the
requirement for delivery of this prospectus in connection with
any sale of the shares or warrants. Cadiz has also advised the
selling securityholder of the relevant cooling off period
specified by Regulation M and restrictions upon the selling
securityholder's bidding for or purchasing securities of Cadiz
during the distribution of shares or warrants.
TRANSFER AGENT
The transfer agent for our common stock is Continental Stock
Transfer & Trust Company, New York, New York.
LEGAL MATTERS
Certain legal matters in connection with the issuance of the
securities offered under this prospectus will be passed upon for
Cadiz by Miller & Holguin, attorneys at law, Los Angeles,
California.
Page 9
EXPERTS
The financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Cadiz for the year
ended December 31, 2001 have been so incorporated in reliance on
the reports of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of that firm as experts in auditing and
accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy and
information statements and other information with the Securities
and Exchange Commission. Our SEC filings are available to the
public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we
file at the SEC's public reference rooms located at Room 1024,
Judiciary Plaza, 450 5th Street, N.W., Washington, D.C. 20549 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. You may obtain information on the operation
of the SEC's public reference rooms by calling the SEC at 1-800-
SEC-0330.
The SEC allows us to "incorporate by reference" the
information we file with them. This prospectus incorporates
important business and financial information about Cadiz which is
not included in or delivered with this prospectus. The
information incorporated by reference is an important part of
this prospectus, and information that we file later with the SEC
will automatically update and supersede this information.
We incorporate by reference the following documents:
* our Annual Report on Form 10-K for the year ended
December 31, 2001, filed on March 28, 2002, file number
000-12114;
* our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002, filed on May 15, 2002, file number 000-
12114;
* our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2002, filed on August 14, 2002, file number 000-
12114;
* our Proxy Statement dated April 2, 2002, filed on
Schedule 14A on April 2, 2002;
* our Current Report on Form 8-K dated January 16, 2002,
filed on January 18, 2002, file number 000-12114;
* our Current Report on Form 8-K dated January 31, 2002,
filed on March 13, 2002, file number 000-12114;
* our Current Report on Form 8-K dated July 10, 2002, filed
on July 10, 2002, file number 000-12114;
* our Current Report of Form 8-K dated August 29, 2002, filed
on September 4, 2002, file number 000-12114;
* the description of our common stock as set forth in our
registration statement filed on Form 8-A under the Exchange
Act on May 8, file number 000-12114, as amended by reports on:
* Form 8-K filed with the SEC on May 26, 1988, file
number 403832;
Page 10
* Form 8-K filed with the SEC on June 2, 1992, file
number 92161827;
* Form 8-K filed with the SEC on May 18, 1999, file
number 000-12114; and
* future filings we make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until all of the shares offered by the selling stockholders
have been sold.
You may obtain a copy of these filings, without charge, by
writing or calling us at:
Cadiz Inc.
100 Wilshire Boulevard, Suite 1600
Santa Monica, California 90401-1111
Attention: Investor Relations
(310) 899-4700
If you would like to request these filings from us, please
do so at least five business days before you have to make an
investment decision.
You should rely only on the information incorporated by
reference or provided in this prospectus. We have not authorized
anyone else to provide you with different information. We are
not making an offer of these securities in any state where the
offer is not permitted. You should not assume that the
information in this prospectus or the documents incorporated by
reference is accurate as of any date other than on the front of
those documents.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Cadiz estimates that expenses in connection with the
distribution described in this Registration Statement will be as
shown below. All expenses incurred with respect to the
distribution, except for fees of counsel, if any, retained
individually by the selling securityholder and any discounts or
commissions payable with respect to sales of the shares and
warrants, will be paid by Cadiz. See "Plan of Distribution."
SEC registration fee $ 450
Printing expenses -
Accounting fees and expenses $ 4,000
Legal fees and expenses $ 10,000
Miscellaneous -
----------
Total $ 14,450
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits
Cadiz' Board of Directors to indemnify any person against
expenses, attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with any threatened, pending or completed action, suit or
proceeding in which he is made a party because he serves or
served as a director, officer, employee or agent of Cadiz or of
another entity. The language of Section 145 is
Page 11
sufficiently broad to permit indemnification in some situations
for liabilities, including reimbursement for expenses incurred,
arising under the Securities Act of 1933, as amended. The statute
provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person
may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise.
Cadiz' Bylaws provide for mandatory indemnification of
directors and officers of Cadiz, and those serving at the request
of Cadiz as directors, officers, employees, or agents of other
entities, to the maximum extent permitted by law. The Bylaws
provide that this indemnification shall be a contract right
between each of these persons and Cadiz.
The subscription agreements between Cadiz and the purchasers
of the securities registered for resale under this registration
statement provide that Cadiz shall indemnify the purchasers for
liabilities under the Securities Act of 1933 arising out of
untrue statements and omissions of material fact made by Cadiz in
this registration statement. The subscription agreements also
provide that the purchasers similarly shall indemnify Cadiz and
controlling persons of Cadiz for liabilities under the Securities
Act of 1933 arising out of untrue statements and omissions of
material fact made by the purchasers in this registration
statement.
Cadiz' Certificate of Incorporation provides that a director
of the company shall not be personally liable to the company or
its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability:
(1) for any breach of the director's duty of loyalty to Cadiz or
its stockholders;
(2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
(3) under Section 174 of the Delaware General Corporation Law;
or
(4) for any transaction from which the director derived an
improper personal benefit.
Cadiz' Certificate of Incorporation provides that if the
Delaware General Corporation Law is subsequently amended to
authorize the further elimination or limitation of the liability
of a director, then the liability of a director shall be
eliminated or limited to the fullest extent permitted by the law
as amended. Cadiz also has purchased a liability insurance
policy which insures its directors and officers against certain
liabilities, including liabilities under the Securities Act of
1933.
ITEM 16. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON 8-K.
The following exhibits are filed or incorporated by
reference as part of this Registration Statement.
4.1 Specimen Form of Stock Certificate for Cadiz common
stock(1)
4.2 Cadiz Certificate of Designations of Series A
Junior Participating Preferred Stock dated May 11,
1999(2)
4.3 Cadiz Certificate of Designations of Series D
Preferred Stock dated December 28, 2000(3)
4.4 Cadiz Certificate of Correction Filed to Correct
the Certificate of Designations of Series D Preferred
Stock dated December 28, 2000(3)
Page 12
4.5 Cadiz Certificate of Designations of Series E-1
Preferred Stock dated October 22, 2001(4)
4.6 Cadiz Certificate of Designations of Series E-2
Preferred Stock dated November 28, 2001(5)
4.7 Indenture dated as of April 16, 1997 among Sun
World as issuer, Sun World and certain subsidiaries of
Sun World as guarantors, and The Bank of New York,
successor in interest to IBJ Whitehall Bank & Trust
Company, as trustee, for the benefit of holders of
11-1/4% First Mortgage Notes due 2004 (including as
Exhibit A to the Indenture, the form of the Global
Note and the form of each Guarantee)(6)
4.8 Amendment to Indenture dated as of October 9, 1997(7)
4.9 Amendment to Indenture dated as of January 23, 1998(8)
4.10 Form of Tenth Warrant Certificate to Purchase
Common Stock of Cadiz issued to Middenbank Curacao, N.V.
4.11 Form of Eleventh Warrant Certificate to Purchase Common
Stock of Cadiz issued to Middenbank Curacao, N.V.
4.12 Form of Fee Warrant Certificate to Purchase Common
Stock of Cadiz issued to Middenbank Curacao, N.V.
5.1 Opinion of Miller & Holguin as to the legality of
the securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Miller & Holguin (included in its
opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
___________________________________
(1) Previously filed as an Exhibit to Cadiz' Quarterly
Report on Form 10-Q for the quarter ended September 30,
1998 filed November 13, 1998.
(2) Previously filed as an Exhibit to Cadiz' Current Report
on Form 8-K dated May 10, 1999 filed on May 18, 1999.
(3) Previously filed as an Exhibit to Cadiz' Current Report
on Form 8-K dated December 29, 2000 filed on January 3, 2001.
(4) Previously filed as an Exhibit to Cadiz' Quarterly
Report on Form 10-Q for the quarter ended September 30,
2001 filed on November 14, 2001.
(5) Previously filed as an Exhibit to Cadiz' Registration
Statement on Form S-3 (Registration Statement No. 333-75006)
filed on December 13, 2001.
(6) Previously filed as an Exhibit to Amendment No. 1 to
Cadiz' Registration Statement on Form S-1 (Registration
Statement No. 333-19109) filed on April 29, 1997.
(7) Previously filed as an Exhibit to Amendment No. 2 to
Sun World's Registration Statement on Form S-4
(Registration Statement No. 333-31103) filed on October 10, 1997.
Page 13
(8) Previously filed as an Exhibit to Cadiz' Annual Report
on Form 10-K for the fiscal year ended December 31, 1997
filed on March 26, 1998.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(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.
Page 14
(c) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual
report to securityholders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver,
or cause to be delivered to each person to whom the prospectus
is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
Page 15
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 September 13,
2002.
CADIZ INC.
Registrant
By: /s/ Keith Brackpool
------------------------------
Keith Brackpool, Chairman and
Chief Executive Officer
KNOW ALL YE BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Jennifer Hankes
Painter and Stanley E. Speer, and each of them, his true and
lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any
subsequent registration statements filed by the Registrant
pursuant to Rule 462(b) of the Securities Act of 1933, which
relates to this Registration Statement, and to file same, with
all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
------------------------ ---------------------------- ------------------
/s/ Keith Brackpool Chairman and
------------------------ Chief Executive Officer
Keith Brackpool (Principal Executive Officer) September 13, 2002
/s/ Stanley E. Speer Chief Financial Officer September 13, 2002
------------------------ (Principal Financial and
Stanley E. Speer Accounting Officer)
/s/ Dwight W. Makins Director September 13, 2002
-------------------------
Dwight W. Makins
/s/ Murray H. Hutchison Director September 13, 2002
-------------------------
Murray H. Hutchison
/s/ Timothy J. Shaheen Director September 13, 2002
-------------------------
Timothy J. Shaheen
Director September 13, 2002
-------------------------
Anthony L. Coelho
Page 16
EXHIBITS INDEX
EXHIBIT NO.: TITLE OF DOCUMENT
------------ ---------------------------------------------------
4.1 Specimen Form of Stock Certificate for Cadiz common
stock(1)
4.2 Cadiz Certificate of Designations of Series A
Junior Participating Preferred Stock dated May 11, 1999(2)
4.3 Cadiz Certificate of Designations of Series D
Preferred Stock dated December 28, 2000(3)
4.4 Cadiz Certificate of Correction Filed to Correct
the Certificate of Designations of Series D Preferred
Stock dated December 28, 2000(3)
4.5 Cadiz Certificate of Designations of Series E-1
Preferred Stock dated October 22, 2001(4)
4.6 Cadiz Certificate of Designations of Series E-2
Preferred Stock dated November 28, 2001(5)
4.7 Indenture dated as of April 16, 1997 among Sun
World as issuer, Sun World and certain subsidiaries of
Sun World as guarantors, and The Bank of New York,
successor in interest to IBJ Whitehall Bank & Trust
Company, as trustee, for the benefit of holders of 11-1/4%
First Mortgage Notes due 2004 (including as Exhibit
A to the Indenture, the form of the Global Note and the
form of each Guarantee)(6)
4.8 Amendment to Indenture dated as of October 9, 1997(7)
4.9 Amendment to Indenture dated as of January 23, 1998(8)
4.10 Form of Tenth Warrant Certificate to Purchase
Common Stock of Cadiz issued to Middenbank Curacao, N.V.
4.11 Form of Eleventh Warrant Certificate to Purchase Common
Stock of Cadiz issued to Middenbank Curacao, N.V.
4.12 Form of Fee Warrant Certificate to Purchase Common
Stock of Cadiz issued to Middenbank Curacao, N.V.
5.1 Opinion of Miller & Holguin as to the legality of
the securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Miller & Holguin (included in its
opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
----------------------------------------
(1) Previously filed as an Exhibit to Cadiz' Quarterly Report
on Form 10-Q for the quarter ended September 30, 1998
filed November 13, 1998.
(2) Previously filed as an Exhibit to Cadiz' Current Report
on Form 8-K dated May 10, 1999 filed on May 18, 1999.
(3) Previously filed as an Exhibit to Cadiz' Current Report
on Form 8-K dated December 29, 2000 filed on January 3,
2001.
(4) Previously filed as an Exhibit to Cadiz' Quarterly Report
on Form 10-Q for the quarter ended September 30, 2001
filed on November 14, 2001.
(5) Previously filed as an Exhibit to Cadiz' Registration
Statement on Form S-3 (Registration Statement No. 333-75006)
filed on December 13, 2001.
(6) Previously filed as an Exhibit to Amendment No. 1 to
Cadiz' Registration Statement on Form S-1 (Registration
Statement No. 333-19109) filed on April 29, 1997.
(7) Previously filed as an Exhibit to Amendment No. 2 to Sun
World's Registration Statement on Form S-4 (Registration
Statement No. 333-31103) filed on October 10, 1997.
(8) Previously filed as an Exhibit to Cadiz' Annual Report on
Form 10-K for the fiscal year ended December 31, 1997
filed on March 26, 1998.