As
filed with the Securities and Exchange Commission on January 27,
2009
Registration
No. 333-156502
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________
AMENDMENT
NO. 1
to
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CADIZ
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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77-0313235
(I.R.S. Employer
Identification
No.)
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550
South Hope Street
Suite
2850
Los
Angeles, California 90071
(213)
271-1600
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Keith
Brackpool
Chief
Executive Officer
550
South Hope Street
Suite
2850
Los
Angeles, California 90071
(213)
271-1600
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
Copies
of communications to:
Howard
J. Unterberger, Esq.
J.
Brad Wiggins, Esq.
Torrie
M. Byers, Esq.
Theodora
Oringher Miller & Richman PC
2029
Century Park East, Sixth Floor
Los
Angeles, California 90067
(310)
557-2009
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: o
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. o
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. o
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment
thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following
box. o
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
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Large
accelerated filer o
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Accelerated
filer þ
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Non-accelerated
filer o
(Do
not check if a smaller reporting company)
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Smaller
reporting company o
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Calculation
of Registration Fee
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Title
of Each Class of Securities
to
be Registered
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Amount
to
be
Registered
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Proposed
Maximum
Offering
Price
Per
Unit
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Proposed
Maximum
Aggregate
Offering
Price
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Amount
of
Registration
Fee
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Common
Stock, Par Value $0.01 Per Share
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825,000
Shares(1)
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$11.76(2)
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$9,702,000
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$381.29(3)
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(1)
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This
registration statement is being used to register for resale (i) 495,000
shares of common stock issued to investors pursuant to a private placement
which closed in 2008 (“Private Placement”) (ii) 165,000 shares of common
stock issuable upon the exercise of outstanding callable warrants, all of
which warrants were issued to investors pursuant to the Private Placement,
and (iii) 165,000 shares of common stock issuable upon the exercise of
outstanding non-callable warrants, all of which warrants were issued to
investors pursuant to the Private Placement. This registration
statement shall also cover an indeterminate number of additional shares of
common stock that may become issuable by virtue of any stock dividend,
stock split, recapitalization or other similar
transaction.
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(2)
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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 Global Market for
December 23, 2008, which date is within five business days prior to the
initial filing date of this registration
statement.
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(3)
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The
registration fee was previously paid on December 30, 2008 upon filing of
the original registration
statement.
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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
The
information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
DATED
JANUARY 27, 2009, SUBJECT TO COMPLETION
CADIZ
INC.
825,000
Shares of Common Stock
The selling stockholders identified
in this prospectus may offer from time to time up to 825,000 shares of our
common stock, including 495,000 shares of common stock purchased by the selling
stockholders in our 2008 private offering (“Private Placement”), 165,000 shares
of common stock issuable upon the exercise of callable warrants issued to those
stockholders, and 165,0000 shares of common stock issuable upon the exercise of
non-callable warrants issued to those stockholders. We are
contractually obligated under the subscription agreements with the selling
stockholders in our Private Placement to register the shares acquired, or which
may be acquired pursuant to the warrants, which the selling stockholders may
resell.
We will not receive any of the
proceeds from the resale of the shares of our common stock by the selling
stockholders, other than payment of the exercise price of the
warrants. We have agreed to pay for expenses of this
offering.
We do not know when or how the
selling stockholders intend to sell their shares or what the price, terms or
conditions of any sales will be. The selling stockholders may offer
and sell their respective shares in transactions on the Nasdaq Global Market, in
negotiated transactions, or both. These sales may occur at fixed
prices that are subject to change, at prices that are determined by prevailing
market prices, or at negotiated prices. The selling stockholders may
sell shares to or through broker-dealers, who may receive compensation in the
form of discounts, concessions or commissions from the selling stockholders, the
purchasers of the shares or both.
Our common stock is traded on the
Nasdaq Global Market under the symbol "CDZI". On January 23, 2009,
the last reported sale price of our common stock on Nasdaq was
$8.93.
___________
Investing in our common stock
involves a high degree of risk. You should carefully read and consider the “Risk
Factors” beginning on page 5.
___________
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 ______________, 2008.
i
TABLE OF CONTENTS
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3
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3
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5
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7
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9
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10
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11
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11
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11
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11
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You may rely
only on the information contained or incorporated by reference in this
prospectus. We have not authorized anyone to provide information or to make
representations not contained in this prospectus. This prospectus is neither an
offer to sell nor a solicitation of an offer to buy any securities other than
those registered by this prospectus, nor is it an offer to sell or a
solicitation of an offer to buy securities where an offer or solicitation would
be unlawful. Neither the delivery of this prospectus, nor any sale made under
this prospectus, means that the information contained incorporated by reference
in this prospectus is correct as of any time after the date of this
prospectus.
Unless the
context otherwise requires, the terms “we,” “us,” “our,” “Cadiz,” and “the
Company” refer to Cadiz Inc., a Delaware corporation.
ii
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 5. 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 11.
PROSPECTUS SUMMARY
Our
Business
Our primary
asset consists of 45,000 acres of land in three areas of eastern San Bernardino
County, California. Virtually all of this land is underlain by
high-quality groundwater resources. The properties are located in
proximity to the Colorado River and the Colorado River Aqueduct, the major
source of imported water for Southern California. The aquifer systems
underlying the properties are suitable for a variety of water storage and supply
programs.
The value of
these assets derives from a combination of projected population increases and
limited water supplies throughout Southern California. In addition,
most of the major population centers in Southern California are not located
where significant precipitation occurs, requiring the importation of water from
other parts of the state. We therefore believe that a competitive
advantage exists for companies that can provide high-quality, reliable, and
affordable water to major population centers.
Our objective
is to realize the highest and best use for these assets. In 1993, we
acquired permits for up to 9,600 acres of agricultural development in the Cadiz
Valley and the withdrawal of more than 1 million acre-feet of groundwater from
the aquifer system underlying our Cadiz Valley property. We believe
that the location, geology and hydrology of this property is uniquely suited for
both agricultural development and the development of a groundwater storage and
dry-year supply program to augment the water supplies available to Southern
California.
Our principal
executive offices are located at 550 South Hope Street, Suite 2850, Los Angeles,
California 90071 and our telephone number is (213) 271-1600.
Private
Placement of Securities
In November
and December 2008 we sold a total of 165,000 units in a private offering of
securities. Each unit consisted of three (3) shares of our common
stock and two (2) warrants to purchase 1 share of common stock per
warrant. As a result of the sale of the units, we issued an aggregate
of 495,000 shares of our common stock and an aggregate of 330,000 warrants. The
warrants are exercisable at any time ninety (90) days after issuance and have an
exercise price of $12.50 per share. One of the warrants issued with
each unit expires one year from the date of issuance and is subject to call
rights by us. The other warrant issued with each unit expires three
years from the date of issuance and is not subject to call rights. We
did not use a placement agent in connection with this private
placement.
3
The Offering
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Common
stock offered by the selling
stockholders
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825,000
shares of common stock, including 330,000 shares of common stock
underlying warrants
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Use
of proceeds
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We
will not receive any of the proceeds from the sale of the shares by any of
the selling stockholders.
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Nasdaq
Global Market symbol
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“CDZI”
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Risk
Factors
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See
“Risk Factors” beginning on page 5 and other information in this
prospectus for a discussion of factors you should consider carefully
before investing in shares of our common
stock.
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4
RISK FACTORS
An investment
in shares of our 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.
Our
Development Activities Have Not Generated Significant Revenues
At present,
our development activities are focused on water resource and real estate
development at our San Bernardino County properties. We have not
received significant revenues from our development activities to date and we do
not know when, if ever, we will receive operating revenues from these
activities. As a result, we continue to incur a net loss from
operations.
We
May Never Generate Significant Revenues Or Become Profitable Unless We Are Able
To Successfully Implement Programs To Develop Our Land Assets and Related Water
Resources
We do not
know the terms, if any, upon which we may be able to proceed with our water and
real estate development programs. Regardless of the form of our water
development programs, the circumstances under which transfers or storage of
water can be made and the profitability of any transfers or storage are subject
to significant uncertainties, including the risk of variable water supplies and
changing water allocation priorities. Both water and real estate
development programs are subject to the risk of adverse changes in public
policies and changes to or interpretations of U.S. federal, state and local
laws, regulations and policies. Additional risks include our ability
to obtain all necessary regulatory approvals and permits, possible litigation by
environmental or other groups, unforeseen technical difficulties, general market
conditions for real estate and water supplies, and the time needed to generate
significant operating revenues from such programs after operations
commence.
The
Development of Our Properties Is Heavily Regulated and Requires Governmental
Approvals and Permits That Could Be Denied
In developing
our land assets and related water resources, we are subject to local, state, and
federal statutes, ordinances, rules and regulations concerning zoning, resource
protection, environmental impacts, infrastructure design, subdivision of land,
construction and similar matters. Our development activities are
subject to the risk of adverse interpretations or changes to these laws and
policies. Further, our development activities require governmental
approvals and permits that, if denied or granted subject to unfavorable
conditions or restrictions, would adversely impact our ability to successfully
implement our development programs. The opposition of government
officials may adversely affect our ability to obtain needed government approvals
and permits upon satisfactory terms in a timely manner. In this
regard, 2008 fiscal year federal government appropriations did not include
funding to allow for Cadiz Project permit work at the U.S. Department of the
Interior.
Moreover, the
statutes, regulations and ordinances governing the approval processes provide
third parties the opportunity to challenge proposed plans and
approvals. In California third parties have the ability to file
litigation challenging the approval of a project, which they usually do by
alleging inadequate disclosure and mitigation of the environmental impacts of
the project. Opposition from environmental groups could cause delays
and increase the costs of our development efforts or preclude such development
entirely. While we have worked with representatives of various
environmental interests and agencies to minimize and mitigate the impacts of our
planned projects, certain groups may remain opposed to our development
plans.
5
Our
Failure To Make Timely Payments of Principal and Interest on Our Indebtedness
May Result in a Foreclosure on Our Assets
As of
September 30, 2008, we had indebtedness outstanding to our senior secured
lenders of approximately $40.7 million. Our assets have been put up
as collateral for this debt. If we cannot generate sufficient cash
flow to make principal and interest on this indebtedness when due, or if we
otherwise fail to comply with the terms of agreements governing our
indebtedness, we may default on our obligations. If we default on our
obligations, our lenders may sell off the assets that we have put up as
collateral. This, in turn, would result in a cessation or sale of our
operations.
The
Conversion of Our Outstanding Senior Indebtedness into Common Stock Would Dilute
the Percentage of Our Common Stock Held by Current Stockholders
Our senior
indebtedness is convertible into common stock at the election of our
lenders. As of September 30, 2008, our senior indebtedness was
convertible into 1,896,356 shares of our common stock, an amount equal to
approximately 16% of the number of shares of our common stock outstanding as of
that date. An election by our lenders to convert all or a portion of
our senior secured indebtedness into common stock will dilute the percentage of
our common stock held by current stockholders.
We
May Not Be Able To Obtain the Financing We Need To Implement Our Asset
Development Programs
We will
require additional capital to finance our operations until such time as our
asset development programs produce revenues. We cannot assure you that our
current lenders, or any other lenders, will give us additional credit should we
seek it. If we are unable to obtain additional credit, we may engage
in further equity financings. Our ability to obtain equity financing
will depend, among other things, on the status of our asset development programs
and general conditions in the capital markets at the time funding is
sought. Any further equity financings would result in the dilution of
ownership interests of our current stockholders.
The
Issuance of Equity Securities Under Management Equity Incentive Plans Will
Impact Earnings
Our
compensation programs for management emphasize long-term incentives, primarily
through the issuance of equity securities and options to purchase equity
securities. It is expected that plans involving the issuance of
shares, options, or both will be submitted from time to time to our stockholders
for approval. In the event that any such plans are approved and
implemented, the issuance of shares and options under such plans may result in
the dilution of the ownership interest of other stockholders and will, under
currently applicable accounting rules, result in a charge to earnings based on
the value of our common stock at the time of issue and the fair value of options
at the time of their award. The expense would be recorded over the
vesting period of each stock and option grant.
We
Are Restricted by Contract from Paying Dividends and We Do Not Intend To Pay
Dividends in the Foreseeable Future
Any return on
investment on our common stock will depend primarily upon appreciation in the
price of our common stock. To date, we have never paid a cash
dividend on our common stock. The loan documents governing our credit
facilities with our senior secured lenders prohibit the payment of dividends
while such facilities are outstanding. As we have a history of
operating losses, we have been unable to pay dividends to date. 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.
6
SALES BY SELLING STOCKHOLDERS
In November
and December 2008 we sold a total of 165,000 units (the “Units”) to certain
institutional and other accredited investors in a private placement (the
"Private Placement"). Each Unit consisted of three (3) shares of our
common stock and two (2) warrants to purchase 1 share of common stock per
warrant (“Warrants”). As a result of the sale of the Units, we issued
an aggregate of 495,000 shares of our common stock (based on 3 shares per Unit)
and an aggregate of 330,000 Warrants (based on 2 Warrants per
Unit). We did not use a placement agent in connection with the
Private Placement. We intend to use the net proceeds of the Private Placement
for general working capital purposes.
The Warrants
have an exercise price of $12.50 per share and are exercisable commencing the
date that is ninety (90) days from their date of issuance.
One of the
two Warrants issued in the Private Placement is callable by us, subject to
certain conditions, if at any time following the date that is six (6) months
from the date of issuance of the Warrant, the closing market price of our common
stock equals or exceeds $18.75 (subject to adjustment if the exercise price of
the Warrant is adjusted as described in the Warrant) for ten (10) consecutive
trading days (“Callable Warrant”). A condition to the exercise
of our call rights is that the registration statement required by the
subscription agreements referenced below has been declared effective and remains
effective through the date we terminate the Callable Warrant and exercise our
call rights (“Callable Warrant Termination Date”). A holder of a
Callable Warrant has the right to exercise the Callable Warrant at any time
prior to the Callable Warrant Termination Date.
The Callable
Warrant expires, absent an earlier termination if a Callable Warrant Termination
Date occurs, on the date that is one (1) year from the date of
issuance. Callable Warrants to purchase an aggregate of 165,000
shares of our common stock were issued in the Private Placement.
The other
Warrant issued in the Private Placement is not callable by us (“Non-Callable
Warrant”). The Non-Callable Warrant expires on the date that is three
(3) years from the date of issuance. Non-Callable Warrants to
purchase an aggregate of 165,000 shares of our common stock were issued in the
Private Placement.
Except as
noted with respect to selling stockholders listed in the following table, none
of the selling stockholders has held any position or office or had a material
relationship with us other than as a result of the ownership of our common
stock.
The following
table is based on information supplied to us by the selling stockholders
identified in the table. The table sets forth, as to the selling
stockholders identified in the table, the number of shares of common stock that
each selling stockholder beneficially owns, the number of shares of common stock
beneficially owned by each selling stockholder that may be offered for sale from
time to time by this prospectus and the number of shares and percentage of
common stock to be held by each such selling stockholder assuming the sale of
all the common stock offered hereby.
We may amend
or supplement this prospectus from time to time to update the disclosures set
forth herein.
7
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Name of Selling
Stockholder
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Securities Beneficially Owned Prior to Offering
(1)
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Securities
which
may be Offered
Pursuant
to
this Offering
(2)
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Securities Beneficially Owned After Offering
(3)
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Percentage Ownership After Offering
(4)
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LC
Capital Master Fund Ltd.
c/o
Lampe Conway & Co.
680
Fifth Avenue – 12th
Floor
New
York, New York 10019
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2,517,823(5)
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480,000(6)
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2,037,823
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14.18%
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LPMA1,
LTD.
c/o
Latigo Partners L.P.
590
Madison Avenue
9th
Floor
New
York, NY 10022
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270,000(7)
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240,000(8)
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30,000
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0%
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Pictet
& Cie, Banquiers
60,
route des Acacias
CH-1211
Geneva
Switzerland
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259,587(9)
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43,650(10)
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215,937
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1.7%
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Credit
Suisse Client Nominees (UK) Limited
25
Moorgate+
London
EC2R
6AY
U.K.
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20,000(11)
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20,000(12)
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-0-
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0%
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Fortis
Banque (Suisse) SA
20
Boulevard des Philosophes
1211
Geneva
Switzerland
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96,443(13)
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19,840(14)
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76,603
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0%
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Mark
Fabiani, LLC
939
Coast Boulevard
Suite
4D
La
Jolla, CA 90237
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10,755(15)
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10,755(16)
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-0-
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0%
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CSL
Strategies, LLC
115
Presidio Ave
San
Francisco, CA 94115
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10,755(17)
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10,755(18)
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-0-
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0%
|
___________________________
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(1)
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Except
as otherwise noted herein, the number and percentage of shares
beneficially owned is determined in accordance with Rule 13d-3 of the
Exchange Act, and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rule, beneficial
ownership includes any shares as to which the individual has sole or
shared voting power or investment power and also any shares which the
individual has the right to acquire within 60 days of the date of this
prospectus through the exercise of any stock option or other
right. Except as otherwise noted herein, the number of shares
beneficially owned by each selling stockholder identified in this table is
as of December 24, 2008. The shares listed in this column
include shares issuable upon the exercise of the Warrants issued in the
Private Placement because the Warrants are exercisable within 60 days of
December 24, 2008. Unless otherwise indicated in the footnotes,
each person has sole voting and investment power, or shares such powers
with his or her spouse, with respect to the shares shown as beneficially
owned.
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(2)
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In
the event not all of the Warrants are exercised or should some of the
Warrants be terminated pursuant to our call right in the case of the
Callable Warrants, the number of shares that will actually be issued will
be less than the number of shares being offered by this
prospectus.
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(3)
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Assumes
the sale of all shares of common stock offered
hereby.
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8
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(4)
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Based
upon (a) 12,453,210
shares of common stock outstanding as of December 24, 2008, which includes
the 495,000 shares of common stock issued in the Private Placement; (b) as
to each selling stockholder, an additional number of shares outstanding
giving effect to the exercise by that stockholder only of all of the
Warrants issued to that stockholder in the Private Placement; and (c) as
to L.C. Capital Master Fund, Ltd., only, an additional shares 1,724,971
shares outstanding giving effect to the conversion of the Loan and
issuance of the Loan Shares described in footnote (5)
below.
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(5)
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LC
Capital Master Fund Ltd. is the holder of 90% of our loan under our credit
facility (“Loan”).
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Based
upon a Form 4 filed on November 20, 2008 with the SEC by LC Capital Master
Fund Ltd.
Includes
600,852 shares of common stock beneficially owned as of November 20, 2008,
including 288,000 shares acquired in the Private Placement and 312,852
shares of common stock beneficially owned immediately prior to the
assignment and assumption of the Loan. Includes 192,000 shares
issuable upon the exercise of the Warrants acquired in the Private
Placement. Includes 561,455 shares of common stock
issuable upon conversion of $10,190,419.04 in principal and interest under
the Loan as of December 15, 2008 at a conversion rate of $18.15 per share
and 1,163,516 shares of common stock issuable upon conversion of
$26,877,230.22 in principal and interest under the Loan as of December 15,
2008 at a conversion rate of $23.10 per share (collectively, the Loan
Shares”). Does not include 274,739 shares of common stock issuable upon
conversion of a maximum of an additional $5,903,831.92 in interest which
may accrue in favor of LC Capital Master Fund Ltd. during the term of the
Loan. Of the 274,739 shares of common stock, only 14,841 was
beneficially owned by LC Capital Master Fund Ltd. as of December 15, 2008
as a result of common stock issuable upon conversion of $318,906.41 of
interest which is the amount of interest which will have accrued within 60
days of December 15, 2008.
These
securities also may be deemed to be beneficially owned by LC Capital
Partners, LP ("Partners"), LC Capital Advisors LLC ("Advisors"), Lampe,
Conway & Co., LLC ("LC&C"), LC Capital International LLC
("International"), Steven G. Lampe (“Lampe”) and Richard F. Conway
("Conway") by virtue of the following relationships: (i) Partners'
beneficially owns one-third of the outstanding shares of the Master Fund;
(ii) Advisors is the sole general partner of Partners; (iii) LC&C acts
as investment manager to Partners and the Master Fund pursuant to certain
investment management agreements, and as a result of such agreements,
LC&C shares voting and dispositive power over the securities; (iv)
International acts as investment advisor to the Master Fund pursuant to an
investment advisory agreement and, as a result, International shares
voting and dispositive power over the securities; and (v) Lampe and Conway
act as the sole managing members of each of Advisors, LC&C and
International and are the natural persons with voting and dispositive
power over these securities.
LC
Capital Master Fund Ltd. and/or its affiliates have designated Mr. Stephen
E. Courter, a director of the Company, as their designee on our Board of
Directors.
|
|
(6)
|
Includes
288,000 shares acquired in the Private Placement and 192,000 shares
issuable upon exercise of the
Warrants.
|
|
(7)
|
Includes
144,000 shares acquired in the Private Placement and 96,000 shares
issuable upon exercise of the Warrants.
Latigo Partners, L.P. is the investment manager
of LPMAI, Ltd. David Ford and David Sabath, as portfolio
managers and principals of Latigo Partners, L.P., are the natural persons
with voting and dispositive power over these
securities.
|
|
(8)
|
Includes
144,000 shares acquired in the Private Placement and 96,000 shares
issuable upon exercise of the
Warrants.
|
|
(9)
|
Includes
26,190 shares acquired in the Private Placement and 17,460 shares issuable
upon exercise of the Warrants. The selling stockholder holds these
securities as nominee for Hoving & Partners S.A. Michael
Hoving, Jan-Paul Menke and Christian Jauch are the managers of Hoving
& Partners S.A. and are the natural persons with voting and
dispositive power over these
securities.
|
|
(10)
|
Includes
26,190 shares acquired in the Private Placement and 17,460 shares issuable
upon exercise of the Warrants.
|
|
(11)
|
Includes
12,000 shares acquired in the Private Placement and 8,000 shares issuable
upon exercise of the Warrants. Smith and Williamson Enterprise
Fund is the investment manager for the securities. Mark Boucher
is the lead manager of Smith and Williamson Enterprise Fund and is the
natural person with voting and dispositive power over these
securities.
|
|
(12)
|
Includes
12,000 shares acquired in the Private Placement and 8,000 shares issuable
upon exercise of the Warrants.
|
|
(13)
|
Includes
11,904 shares acquired in the Private Placement and 7,936 shares issuable
upon exercise of the Warrants. The selling stockholder holds
these securities as nominee for Hoving & Partners
S.A. Michael Hoving, Jan-Paul Menke and Christian Jauch are the
managers of Hoving & Partners S.A. and are the natural persons with
voting and dispositive power over these
securities.
|
|
(14)
|
Includes
11,904 shares acquired in the Private Placement and 7,936 shares issuable
upon exercise of the Warrants.
|
9
|
(15)
|
Includes
6,453 shares acquired in the Private Placement and 4,302 shares issuable
upon exercise of the Warrants. Mark Fabiani is the natural
person with voting and dispositive power over these
securities.
|
|
(16)
|
Includes
6,453 shares acquired in the Private Placement and 4,302 shares issuable
upon exercise of the Warrants.
|
|
(17)
|
Includes
6,453 shares acquired in the Private Placement and 4,302 shares issuable
upon exercise of the Warrants. Christopher Lehane is the
natural person with voting and dispositive power over these
securities.
|
|
(18)
|
Includes
6,453 shares acquired in the Private Placement and 4,302 shares issuable
upon exercise of the Warrants.
|
USE OF PROCEEDS
We will not receive any proceeds from
the sale of any or all of the shares being offered by the selling stockholders
under this prospectus. We may receive an amount of up to
approximately $4,125,000 upon the exercise of the Warrants, if
exercised. Any proceeds that we receive from the exercise of Warrants
will be used by us for general working capital. There can be no assurances that
any of the Warrants will be exercised.
PLAN OF DISTRIBUTION
The shares of common stock offered by
this prospectus will be offered and sold by the selling stockholders named in
this prospectus, by their donees, or by their other successors in
interest. We have agreed to bear the expenses of the registration of
the shares, including legal and accounting fees, other than fees of counsel, if
any, retained individually by the selling stockholders, and any discounts or
commissions payable with respect to sales of the shares.
The selling stockholders from time to
time may offer and sell the shares in transactions in the Nasdaq Global Market
at market prices prevailing at the time of sale. The selling
stockholders from time to time may also offer and sell the shares in private
transactions at negotiated prices. The selling stockholders may sell
their shares directly or to or through broker-dealers who may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders 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, a selling
stockholder may pledge or grant a security interest in some or all of the shares
which the selling stockholder owns. If a selling stockholder defaults
in the performance of the selling stockholder’s secured obligations, the
pledgees or secured parties may offer and sell the shares 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
stockholders also may transfer and donate shares in other
circumstances. Donees may also offer and sell the shares from time to
time by this prospectus (except, in some cases, if the donees are broker-dealers
or are affiliated with broker-dealers). The number of shares
beneficially owned by a selling stockholder will decrease as and when a selling
stockholder donates such stockholder’s shares or defaults in performing
obligations secured by such stockholder’s shares. The plan of
distribution for the shares offered and sold under this prospectus will
otherwise remain unchanged, except that the donees, pledgees, other secured
parties or other successors in interest will be selling stockholders for
purposes of this prospectus. If we are notified that a donee, pledgee
or other successor in interest of a selling stockholder 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, we will file a post-effective
amendment to this registration statement upon notification of any change in the
plan of distribution.
10
The selling stockholders and any
broker-dealers acting in connection with the sale of the shares 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 as principals may be
deemed to be underwriting compensation under the Securities Act of
1933.
We have advised the selling
stockholders of the requirement for delivery of this prospectus in connection
with any sale of the shares. We have also advised the selling
stockholders of the relevant cooling off period specified by Regulation M and
restrictions upon the selling stockholders’ bidding for or purchasing our
securities during the distribution of shares.
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 us by Theodora Oringher Miller & Richman PC, attorneys at law, Los
Angeles, California.
The financial statements and
management’s assessment of the effectiveness of internal control over financial
reporting (which is included in Management’s Report on Internal Control over
Financial Reporting) incorporated in this prospectus by reference to the Annual
Report on Form 10-K for the year ended December 31, 2007 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP, an
independent registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE
INFORMATION
We have filed with the Securities and
Exchange Commission a registration statement on Form S-3, including exhibits,
under the Securities Act with respect to the common stock offered by this
prospectus. This prospectus, which is part of the registration
statement, does not contain all of the information in the registration statement
and the exhibits filed with it. For further information about us and
our common stock, you should refer to the registration statement.
You may read, without charge, and copy,
at prescribed rates, all or any portion of the registration statement and any
other reports, statements or other information in the files of the public
reference room at the SEC’s principal office at 100 F Street, N.E., Washington,
D.C. 20549. You can request copies of these documents upon payment of
a duplicating fee by writing to the SEC. You may call the SEC at
1-800-SEC-0330 for further information on the operation of its public reference
room. Our filings, including the registration statement, will also be
available to you on the Internet website maintained by the SEC at
http://www.sec.gov.
We are subject to the information and
reporting requirements of the Securities Exchange Act and file annual, quarterly
and current reports, proxy statements and other information with the
SEC. You can request copies of these documents, for a copying fee, by
writing to the SEC. We furnish our stockholders with annual reports
containing financial statements audited by our independent
auditors.
11
We also make available on our website
www.cadizinc.com copies of our annual, quarterly and special reports, proxy and
information statements and other information.
INFORMATION INCORPORATED BY
REFERENCE
The SEC allows us to "incorporate by
reference" the information we file with them. This prospectus
incorporates important business and financial information about us 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, 2007, filed on
March 14, 2008;
|
|
|
·
|
our
Current Report on Form 8-K dated April 16, 2008, filed on April 17,
2008;
|
|
|
·
|
our
Current Report on Form 8-K dated April 21, 2008, filed on April 21,
2008;
|
|
|
·
|
our
Current Report on Form 8-K dated April 30, 2008, filed on May 6,
2008;
|
|
|
·
|
our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed
on May 8, 2008;
|
|
|
·
|
our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed
on August 6, 2008;
|
|
|
·
|
our
Current Report on Form 8-K dated September 3, 2008, filed on September 8,
2008;
|
|
|
·
|
our
Current Report on Form 8-K dated September 17, 2008, filed on September
19, 2008;
|
|
|
·
|
our
Current Report on Form 8-K dated October 7, 2008, filed on October 8,
2008;
|
|
|
·
|
our
Current Report on Form 8-K dated October 9, 2008, filed on October 9,
2008;
|
|
|
·
|
our
Quarterly Report on Form 10-Q for the quarter ended September 30, 2008,
filed on November 10, 2008;
|
|
|
·
|
our
Current Report on Form 8-K dated November 13, 2008, filed on November 13,
2008;
|
|
|
·
|
our
Current Report on Form 8-K dated November 19, 2008, filed on November 25,
2008;
|
|
|
·
|
our
Current Report on Form 8-K dated November 26, 2008, filed on November 26,
2008;
|
|
|
·
|
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, 1984, as amended by
reports on:
|
|
o
|
Form
8-K filed with the SEC on May 26,
1988;
|
12
|
o
|
Form
8-K filed with the SEC on June 2,
1992;
|
|
o
|
Form
8-K filed with the SEC on May 18, 1999;
and
|
|
o
|
Annual
Report on Form 10-K for the year ended December 31, 2003, filed on
November 2, 2004
|
|
|
·
|
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.
|
Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is deemed to be incorporated by reference herein modifies or
supersedes such statement.
You may obtain a copy of these filings,
without charge, by writing or calling us at:
Cadiz
Inc.
550 South
Hope Street
Suite
2850
Los
Angeles, California 90071
Attention:
Investor Relations
(213)
271-1600
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. These securities are not being offered 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 such documents.
13
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
|
SEC
registration fee
|
$ | 381.29 | ||
| Printing expenses | -- | |||
| Accounting fees and expenses | $ | 12,000.00 | ||
| Legal fees and expenses | $ | 15,000.00 | ||
| Miscellaneous | -- | |||
| Total | $ | 27,381.29 |
Section 145 of the Delaware General
Corporation Law permits our 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 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.
Our 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.
Our 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.
|
II-1
Our 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. We have also 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.
The following exhibits are filed or
incorporated by reference as part of this Registration Statement.
4.1 Specimen
form of stock certificate(1)
4.2 Cadiz
Inc. Certificate of Incorporation, as amended(2)
4.3 Amendment
to Cadiz Inc. Certificate of Incorporation dated November 8,
1996(3)
4.4 Amendment
to Cadiz Inc. Certificate of Incorporation dated September 1,
1998(1)
4.5 Amendment
to Cadiz Inc. Certificate of Incorporation dated December 15,
2003(4)
4.6 Certificate
of Elimination of Series D Preferred Stock, Series E-1 Preferred Stock and
Series E-2 Preferred Stock of Cadiz Inc. dated December 15, 2003(5)
4.7 Certificate
of Elimination of Series A Junior Participating Preferred Stock of Cadiz Inc.,
dated March 25, 2004(6)
4.8 Amended
and Restated Certificate of Designations of Series F Preferred Stock of Cadiz
Inc. dated November 30, 2004(7)
4.9 Second
Amended and Restated Certificate of Designations of Series F Preferred Stock of
Cadiz Inc. dated June 30, 2006(8)
4.10 Cadiz
Inc. Bylaws, as amended(9)
4.11 Form
of Subscription Agreement used for issuance of Units in November
2008
4.12 Form
of Subscription Agreement used for issuance of Units in December
2008
4.13 Form
of Warrant Agreement (Callable Warrant)
4.14 Form
of Warrant Agreement (Non-Callable)
5.1 Opinion
of Theodora Oringher Miller & Richman PC as to the legality of the
securities being registered(10)
23.1 Consent
of PricewaterhouseCoopers LLP(11)
23.2 Consent
of Theodora Oringher Miller & Richman PC (included in its opinion filed as
Exhibit 5.1)
24.1 Power
of Attorney (included on signature page of the original registration statement
filed on December 30, 2008 and incorporated by reference)
II-2
|
(1)
|
Previously
filed as an exhibit to our quarterly report on Form 10-Q for the quarter
ended September 30, 1998 and incorporated herein by
reference
|
|
(2)
|
Previously
filed as an exhibit to our registration statement on Form S-1
(Registration No. 33-75642) and incorporated herein by
reference
|
|
(3)
|
Previously
filed as an exhibit to our quarterly report on Form 10-Q for the quarter
ended September 30, 1996 and incorporated herein by
reference
|
|
(4)
|
Previously
filed as an exhibit to our annual report on Form 10-K for the year ended
December 31, 2003 and incorporated herein by
reference
|
|
(5)
|
Previously
filed as an exhibit to our annual report on Form 10-K for the year ended
December 31, 2003 filed on November 2, 2004, and incorporated herein by
reference
|
|
(6)
|
Previously
filed as an exhibit to our annual report on Form 10-K for the year ended
December 31, 2003 filed on November 2, 2004, and incorporated herein by
reference
|
|
(7)
|
Previously
filed as an exhibit to our current report on Form 8-K dated November 30,
2004 and filed on December 2, 2004, and incorporated herein by
reference
|
|
(8)
|
Previously
filed as an exhibit to our current report on Form 8-K dated July 6, 2006
and filed on July 6, 2006, and incorporated herein by
reference
|
|
(9)
|
Previously
filed as an exhibit to our quarterly report on Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by
reference
|
|
(10)
|
Previously
filed as an exhibit to the original registration statement filed on
December 30, 2008 and incorporated herein by
reference
|
|
(11)
|
Previously
filed as an exhibit to the original registration statement filed on
December 30, 2008 and incorporated herein by
reference
|
|
|
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-3
|
|
(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), (a)(1)(ii) and (a)(1)(iii) do not apply if the
registration statement is on Form S-3 or Form F-3, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
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, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of this
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.
|
|
|
(4)
|
[Intentionally
omitted]
|
|
|
(5)
|
That,
for the purpose of determining liability under the Securities Act of 1933
to any purchaser:
|
|
|
(i)
|
If
the registrant is subject to Rule 430C, each prospectus filed pursuant to
Rule 424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of
and included in the registration statement as of the date it is first used
after effectiveness. Provided, however, that
no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus that
was part of the registration statement or made in any such document
immediately prior to such date of first
use.
|
|
(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.
|
|
(c)
|
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.
|
II-4
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 Los
Angeles, State of California, on January 27, 2009.
CADIZ
INC.
Registrant
| By: | /s/ Keith Brackpool |
| 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
|
|
/s/ Keith Brackpool
Keith
Brackpool
|
Chief
Executive Officer
and
Director
(Principal
Executive Officer)
|
January
27, 2009
|
|
/s/ Timothy J. Shaheen
Timothy
J. Shaheen
|
Chief
Financial Officer and Director
(Principal
Financial and
Accounting
Officer)
|
January
27, 2009
|
|
*
Murray H.
Hutchinson
|
Director
|
January
27, 2009
|
|
*
Raymond
J. Pacini
|
Director
|
January
27, 2009
|
|
*
Stephen
J. Duffy
|
Director
|
January
27, 2009
|
|
*
Winston
H. Hickox
|
Director
|
January
27, 2009
|
|
*
Geoffrey
Grant
|
Director
|
January
27, 2009
|
|
*
Stephen
E. Courter
|
Director
|
January
27, 2009
|
| * By: | Timothy J. Shaheen |
| Attorney-in-fact |
EXHIBITS
INDEX
Exhibit No.: Title of
Document
4.1 Specimen
form of stock certificate(1)
4.2 Cadiz
Inc. Certificate of Incorporation, as amended(2)
4.3 Amendment
to Cadiz Inc. Certificate of Incorporation dated November 8,
1996(3)
4.4 Amendment
to Cadiz Inc. Certificate of Incorporation dated September 1,
1998(1)
4.5 Amendment
to Cadiz Inc. Certificate of Incorporation dated December 15,
2003(4)
4.6 Certificate
of Elimination of Series D Preferred Stock, Series E-1 Preferred Stock and
Series E-2 Preferred Stock of Cadiz Inc. dated December 15, 2003(5)
4.7 Certificate
of Elimination of Series A Junior Participating Preferred Stock of Cadiz Inc.,
dated March 25, 2004(6)
4.8 Amended
and Restated Certificate of Designations of Series F Preferred Stock of Cadiz
Inc. dated November 30, 2004(7)
4.9 Second
Amended and Restated Certificate of Designations of Series F Preferred Stock of
Cadiz Inc. dated June 30, 2006(8)
4.10 Cadiz
Inc. Bylaws, as amended(9)
4.11 Form
of Subscription Agreement used for issuance of Units in November
2008
4.12 Form
of Subscription Agreement used for issuance of Units in December
2008
4.13 Form
of Warrant Agreement (Callable Warrant)
4.14 Form
of Warrant Agreement (Non-Callable)
5.1 Opinion
of Theodora Oringher Miller & Richman PC as to the legality of the
securities being registered(10)
23.1 Consent
of PricewaterhouseCoopers LLP(11)
23.2 Consent
of Theodora Oringher Miller & Richman PC (included in its opinion filed as
Exhibit 5.1)
24.1 Power
of Attorney (included on signature page of the original registration statement
filed on December 30, 2008 and incorporated by reference)
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(1)
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Previously
filed as an exhibit to our quarterly report on Form 10-Q for the quarter
ended September 30, 1998 and incorporated herein by
reference
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(2)
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Previously
filed as an exhibit to our registration statement on Form S-1
(Registration No. 33-75642) and incorporated herein by
reference
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(3)
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Previously
filed as an exhibit to our quarterly report on Form 10-Q for the quarter
ended September 30, 1996 and incorporated herein by
reference
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(4)
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Previously
filed as an exhibit to our annual report on Form 10-K for the year ended
December 31, 2003 and incorporated herein by
reference
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(5)
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Previously
filed as an exhibit to our annual report on Form 10-K for the year ended
December 31, 2003 filed on November 2, 2004, and incorporated herein by
reference
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(6)
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Previously
filed as an exhibit to our annual report on Form 10-K for the year ended
December 31, 2003 filed on November 2, 2004, and incorporated herein by
reference
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(7)
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Previously
filed as an exhibit to our current report on Form 8-K dated November 30,
2004 and filed on December 2, 2004, and incorporated herein by
reference
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(8)
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Previously
filed as an exhibit to our current report on Form 8-K dated July 6, 2006
and filed on July 6, 2006, and incorporated herein by
reference
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(9)
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Previously
filed as an exhibit to our quarterly report on Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by
reference
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(10)
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Previously
filed as an exhibit to the original registration statement filed on
December 30, 2008 and incorporated herein by
reference
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(11)
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Previously
filed as an exhibit to the original registration statement filed on
December 30, 2008 and incorporated herein by
reference
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