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):
January 19, 2007
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 CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
(d) Mr. Geoffrey Grant has been appointed to the Company's
Board of Directors effective January 19, 2007. Mr. Grant was
appointed to fill an existing vacancy on the Company's Board.
Mr. Grant is presently a Managing Partner and Chief Investment
Officer of Peloton Partners LLP ("Peloton"), a hedge fund launched
in 2005. Prior to founding Peloton, Mr. Grant was with Goldman
Sachs for 24 years, from 1981 to 2004. Mr. Grant's last responsibility
at Goldman Sachs was as Head of Global Foreign Exchange and Co-head
of the Proprietary Trading Group in London. Mr. Grant began his
career at Morgan Stanley, working in New York and Tokyo from 1981
to 1989.
On June 26, 2006 the Company entered into a credit agreement
with Peloton Partners LLP, as administrative agent for the loan, and
with an affiliate of Peloton and another investor, as lenders (the
"Credit Agreement"). The transactions contemplated by this Credit
Agreement closed on June 29, 2006. The Credit Agreement was
subsequently amended in part on September 29, 2006. The terms of the
Credit Agreement and subsequent amendment were previously reported
by the Company on Forms 8-K dated June 26, 2006 and September 29, 2006,
respectively, which Forms 8-K are hereby incorporated by reference.
There are no arrangements or understandings between Mr. Grant
and any other persons pursuant to which Mr. Grant has been appointed
as a director. The Credit Agreement allows Peloton to designate one
independent director. As a principal of Peloton, Mr. Grant does not
meet the SEC and NASDAQ requirements for independence and cannot be
appointed to the Board pursuant to this designation right or serve on
Board committees which require that the committee member be an
independent director. Peloton has previously used this right to
designate Mr. Raymond J. Pacini as a member of the Company's Board and
Mr. Pacini will continue to serve on the Board as Peloton's sole designee.
Mr. Grant will participate in the Company's Outside Director
Compensation Plan, as described in the Company's Proxy Statement for
its Annual Meeting of Stockholders held November 10, 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
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O'Donnell Iselin II
Chief Financial Officer
Dated: January 22, 2007