Securities and Exchange Commission
WASHINGTON, D. C. 20549
FORM 12B-25
Commission File Number 0-12114
Cusip Number 127537-10-8
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ]Form 10-Q
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2002
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K [ ] Transition Report on Form N-CSR
For the Transition Period Ended:
Read attached instruction sheet before preparing form. Please print
or type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A.
PART I
REGISTRANT INFORMATION
CADIZ INC.
(Full Name of Registrant)
N/A
(Former name if applicable)
100 WILSHIRE BOULEVARD, SUITE 1600 SANTA MONICA, CA
90401-1111
(Address of principal executive office) (City, State and Zip Code)
PART II
RULE 12B-25(B) AND (C)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief
pursuant to Rule 12b-25(b), the following should be completed.
(Check box if appropriate.) [ ]
(a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense;
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-K,
Form N-SAR or Form N-CSR, or portion thereof, will be
filed on or before the fifteenth calendar day
following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or
portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached if
applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why the Form
10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or
portion thereof, could not be filed within the prescribed time
period.
As reported in a Current Report on Form 8-K dated February
13, 2003, the Registrant is currently engaged in negotiations
which the Registrant believes will enhance the quality of its
disclosures within the Form 10-K. These negotiations concern
certain transactions and financing arrangements to restructure
its debt and raise additional funding necessary to meet its
ongoing working capital requirements and to complete its audit.
These transactions and financing arrangements cannot be concluded
within the time specified for filing the Form 10-K.
Additionally, the Registrant's wholly-owned subsidiary, Sun World
International, Inc., and three of Sun World's wholly-owned
subsidiaries filed a voluntary petition for Chapter 11 bankruptcy
protection on January 30, 2003. Employment of the Registrant's
auditors to complete the audit of Sun World has not yet been
approved by the Bankruptcy Court and, as such, the audit of Sun
World has not been completed.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification:
Jennifer Hankes Painter (310) 899-4700
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(Name) (Area Code)(Telephone Number)
(2) Have all other periodic reports required under Section
13 or 15(d) of the Securities Exchange Act of 1934 or Section 30
of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the Registrant was
required to file such report(s) been filed? If the answer is no,
identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in
results of operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot be
made.
The Registrant estimates a net loss for the year ended
December 31, 2002 of approximately $23 million as compared to a
reported net loss of $25.7 million for the year ended December
31, 2001. Inasmuch as the audit of the Registrant's financial
statements has not been completed, any estimate of the losses
incurred is subject to adjustment.
CADIZ INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: April 1, 2003 By: /s/ Stanley E. Speer
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Stanley E. Speer
Chief Financial Officer
Instruction: The form may be signed by an executive
officer of the Registrant or by any other duly authorized
representative. The name and title of the person signing
the form shall be typed or printed beneath the signature.
If the statement is signed on behalf of the Registrant by an
authorized representative (other than an executive officer),
evidence of the representative's authority to sign on behalf
of the Registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).