prospsupp.htm
Filed Pursuant to Rule
424(b)(7)
Registration Statement No.
333-138674
Prospectus
Supplement
(To
Prospectus Dated November 14, 2006 as revised and supplemented by
prospectus
supplement dated January 31, 2008)
---------------------------
PROSPECTUS
SUPPLEMENT
---------------------------
CADIZ
INC.
50,000
Shares of Common Stock
---------------------------
This prospectus supplement revises and
supplements the prospectus dated November 14, 2006, as revised and
supplemented by prospectus supplement dated January 31, 2008 (collectively, the
“Prospectus”) covering resales from time to time by the Selling Stockholders (as
defined in the Prospectus) of shares of common stock of Cadiz Inc. The Selling
Stockholders may use this prospectus supplement, together with the Prospectus to
which it relates, to resell from time to time the shares of our common stock
issued to them. Additional Selling Stockholders may be named by future
prospectus supplements.
This prospectus supplement should be
read in conjunction with the Prospectus, which is to be delivered with this
prospectus supplement. This prospectus supplement is qualified by reference to
the Prospectus except to the extent that the information in this prospectus
supplement updates and supersedes the information contained in the
Prospectus.
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
supplement. Any representation to the contrary is a criminal
offense.
---------------------------
You should rely only on the information
contained in this prospectus supplement and the prospectus to which it refers.
We have not authorized any other person to provide you with different or
additional information. If anyone provides you with different or additional
information, you should not rely on it. We are not making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You
should assume that the information appearing in this prospectus supplement and
the prospectus to which it refers is accurate only as of their respective
dates.
---------------------------
The date
of this prospectus supplement is January 31, 2009.
| Name |
Position
in the Company |
Number
of Shares Owned (1) |
Number
of Shares to Be Offered(2) |
Number of Shares to Be Owned After the
Offering(3) |
| |
|
|
|
|
| Murray
Hutchision |
Director |
12,256 |
12,256(4) |
-0- |
| |
|
|
|
|
| Timothy J.
Shaheen |
Director |
10,906 |
4,416(5) |
6,490 |
| |
|
|
|
|
| Raymond J.
Pacini |
Director |
3,557 |
3,557(6) |
-0- |
| |
|
|
|
|
| Stephen J.
Duffy |
Director |
2,047 |
2,047(7) |
-0- |
| |
|
|
|
|
| Winston H.
Hickox |
Director |
1,828 |
1,828(8) |
-0- |
| |
|
|
|
|
| Geoffrey T.
Grant |
Director |
1,609 |
1,609(9) |
-0- |
| |
|
|
|
|
______________
(1) Represents
shares beneficially owned by the named individual, including shares that such
person has the right to acquire within 60 days of the date of this prospectus
supplement. Unless otherwise noted, all persons referred to above have sole
voting and sole investment power.
(2) Includes
all Shares issued to date to the named Selling Stockholders under the Plan. All
of such Shares are being registered under the registration statement of which
this prospectus supplement is a part.
(3) Does
not constitute a commitment to sell any or all of the stated number of Shares of
Common Stock. The number of Shares offered shall be determined from time to time
by each Selling Stockholder at his or her sole discretion.
(4) 11,085
of such shares were previously set forth in the selling stockholder table in the
Prospectus and the remaining 1,171 shares are being added by this prospectus
supplement.
(5) 3,245
of such shares were previously set forth in the selling stockholder table in the
Prospectus and the remaining 1,171 shares are being added by this prospectus
supplement.
(6) 2,386
of such shares were previously set forth in the selling stockholder table in the
Prospectus and the remaining 1,171 shares are being added by this prospectus
supplement.
(7) 876
shares were previously set forth in the selling shareholder table in the
Prospectus and the remaining 1,171 shares are being added by this prospectus
supplement.
(8) 657
shares were previously set forth in the selling shareholder table in the
Prospectus and the remaining 1,171 shares are being added by this prospectus
supplement.
(9) 438
shares were previously set forth in the selling shareholder table in the
Prospectus and the remaining 1,171 shares are being added by this prospectus
supplement.