prospectsupp_12-08.htm
Filed
Pursuant to Rule 424(b)(3) and Rule 424(c)
Registration
No. 333-136117
PROSPECTUS
SUPPLEMENT
(To
Prospectus dated August 10, 2006)
PROSPECTUS
SUPPLEMENT
CADIZ
INC.
2,221,909
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF PRINCIPAL AND ACCRUED
INTEREST ON AN OUTSTANDING CONVERTIBLE LOAN
This
prospectus supplement relates to the offer and sale of up to 2,221,909 shares of
common stock issuable upon the conversion of principal and interest under a
$36.375 million, five year senior secured convertible loan (the “Loan”), as
described on the cover page of the prospectus dated August 10, 2006, to which
this prospectus supplement is attached.
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.
On April
16, 2008, Cadiz was advised that LC Capital Master Fund, Ltd. (“LC Capital”) had
purchased the 90% interest of Peloton Multi-Strategy Master Fund, Ltd. (“Peloton
Fund”) in that certain Credit Agreement providing for the Loan dated as of June
26, 2006 (as amended, the “Credit Agreement”) by and among Cadiz, Cadiz Real
Estate LLC, the several lenders from time to time parties thereto and Peloton
Partners LLP (“Peloton Partners”) as administrative agent. LC Capital
is an affiliate of Lampe Conway & Company LLC (“Lampe Conway”). Following
the purchase by LC Capital of Peloton Fund’s interest in the Credit Agreement,
Peloton Partners was replaced as administrative agent under the Credit Agreement
by an affiliate of Lampe Conway.
This
prospectus supplement amends portions of the prospectus in order to reflect the
new owner of the convertible loan and the selling stockholder of the common
stock being offered for sale under the prospectus.
SALES BY
SELLING STOCKHOLDERS
THE
SELLING STOCKHOLDER TABLE IN THE PROSPECTUS UNDER THE HEADING “SALES BY SELLING
STOCKHOLDERS” IS HEREBY AMENDED AND REPLACED WITH THE FOLLOWING:
|
Name
of Selling Shareholder
|
Securities
Beneficially Owned
Prior
to the Offering (1)
|
Securities
Offered for Sale
|
Securities
Beneficially Owned
After
Offering (2)
|
Percentage
Ownership
After
Offering (3)
|
|
LC
Capital Master Fund, Ltd.
|
2,517,823(4)
|
1,999,719(5)
|
792,852
|
5.4%
|
|
Milfam
II L.P.
|
191,663(6)
|
222,190(7)
|
-0-
|
0.0%
|
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(1) 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. The shares listed in this column include shares underlying the
Loan which the selling stockholder has the right to acquire within 60 days of
December 15, 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.
(2) Assumes
the sale of all shares of common stock offered hereby. In the event
that all or part of the Loan is converted prior its final maturity date, the
number of shares that will actually be issued will be less than the number of
shares being offered by this prospectus.
(3) Based
upon 12,440,304 shares of common stock of Cadiz outstanding as of December 15,
2008 and assumes the issuance, upon conversion of the Loan, of the maximum of
2,221,909 shares issuable upon conversion of the Loan.
(4) LC
Capital Master Fund, Ltd. is the holder of 90% of the Loan.
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 our November 2008 private placement
offering (“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.
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.
(5)
Includes
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.
(6)
Milfam II
L.P. is the holder of 10% of the Loan.
Includes 62,383 shares of common stock issuable upon conversion of $1,132,268.79
in principal under the Loan as of December 15, 2008 at a conversion rate of
$18.15 per share and 129,280 shares of common stock issuable upon conversion of
$2,986,358.91 in principal under the Loan at a conversion rate of $23.10 per
share.
Does not include 30,527 shares of common stock which are registered hereby which
is the number of shares of common stock issuable upon conversion of an
additional $655,981.32 in interest which may accrue in favor of Milfam II L.P.
during the term of the Loan. Of the 30,527 shares of common stock,
only 1,649 shares was beneficially owned by Milfam II L.P. as of December 15,
2008 as a result of common stock issuable upon conversion of $35,434.05 of
interest, which is the amount of interest which will have accrued within 60 days
of December 15, 2008.
Based on a Schedule 13G filed on July 7, 2006 with the SEC, the 169,273 shares
beneficially owned by Milfam II L.P. upon conversion of the Loan as of July 7,
2006, are included within a total of 619,574 shares shown as beneficially owned
by Lloyd I. Miller, III as of July 7, 2006. Mr. Miller is the manager
of a limited liability company that is the general partner of Milfam II
L.P.
(7)
Includes
30,527 shares of common stock which are registered hereby which is the number of
shares of common stock issuable upon conversion of a maximum of an additional
$655,981.32 in interest which may accrue in favor of Milfam II L.P. during the
term of the Loan. Of the 30,527 shares of common stock, only 1,649
shares was beneficially owned by Milfam II L.P. as of December 15, 2008 as a
result of common stock issuable upon conversion of $35,434.05 of interest, which
is the amount of interest which will have accrued within 60 days of December 15,
2008.
---------------------------
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------------
The date
of this prospectus supplement is December 30, 2008