SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 30, 2006
Cadiz Inc.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-12114 77-0313235
(Commission File Number) (IRS Employer Identification No.)
777 South Figueroa Street, Suite 4250, Los Angeles 90017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (213) 271-1600
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
(b) & (d) Mr. Stephen J. Duffy has been appointed to the
Company's Board of Directors effective July 3, 2006. Mr. Duffy
is replacing outgoing director Gregory Preston, who resigned on
June 30, 2006, following the repayment of the Company's
previously outstanding senior revolving credit facility with ING.
Mr. Preston had been selected as a director by ING Capital LLC,
as the holder of the Company's outstanding Series F Preferred
Stock, pursuant to Section 4(b) of the Company's Amended and
Restated Certificate of Designation of Series F Preferred Stock.
As previously reported by the Company, the ING credit facility
was repaid using proceeds from a new credit facility entered into
by the Company with Peloton Partners LLP ("Peloton"). With the
repayment of the ING credit facility, such designation rights
have terminated. See Item 5.03 below.
Mr. Raymond J. Pacini, who had also been serving on the
Board as a designee of ING, will remain on the Board but as the
designee of Peloton pursuant to the right of Peloton to designate
a single director under the terms of the Company's new loan
facility with Peloton.
Mr. Duffy was also appointed to the Company's Audit
Committee, Compensation Committee and Nominating & Corporate
Governance Committee to fill the vacancies created by the
resignation of Mr. Preston.
Mr. Duffy has over 25 years of management consulting
and finance experience, specializing in capital markets and
strategic planning. Mr. Duffy is currently Chief Operating
Officer for Western National Realty Advisors. Western
National Realty Advisors is the apartment acquisition,
development and investment management company of Western
National Group, a fully integrated multi-family
owner/operator. Prior to joining Western National Realty
Advisors in 2004, Mr. Duffy was the Partner-in-Charge of
Real Estate Capital Markets for the Western U.S. with Ernst
& Young, LLP. Ernst & Young, LLP merged with Kenneth
Leventhal & Company in 1995, and Mr. Duffy was the Managing
Partner of Kenneth Leventhal & Company's Real Estate
Consulting Practice in Newport Beach, California at that
time.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR
On June 30, 2006, following the repayment in full of the
Company's senior revolving credit facility with ING, the Company
filed a Second Amended and Restated Certificate of Designations
of Series F Preferred Stock of Cadiz Inc. (the "Second Amended
and Restated Certificate of Designations") with the Secretary of
State of the State of Delaware. With such filing:
(i) All outstanding shares of Series F Preferred Stock may
be manditorily converted by the Company into the Company's common
stock, at such time as the percentage equity ownership of the
holders of Series F Preferred Stock (the "Holders") in the common
stock of the Company falls below 5%, on a fully-diluted basis;
and
(ii) the right of the Holders to appoint directors of the
Company (which had been conditioned, in part, upon the
requirement that the outstanding principal balance of the ING
credit facility be at least $15 million) was eliminated.
The Second Amended and Restated Certificate of Designations
is filed as an exhibit hereto and is incorporated herein by this
reference. The foregoing descriptions of the terms of the Series
F Preferred Stock are qualified in their entirety by reference to
such exhibit.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS
3.1 Second Amended and Restated Certificate of Designations
of Series F Preferred Stock of Cadiz Inc., as filed on June 30,
2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Cadiz Inc.
By: /s/ O'Donnell Iselin II
---------------------------
O'Donnell Iselin II
Chief Financial Officer
Dated: July 6, 2006