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):
September 29, 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 29, 2006, Cadiz Inc. (the "Company") entered
into Amendment No. 1 to the Credit Agreement dated June 26, 2006
between the Company and our wholly-owned subsidiary Cadiz Real
Estate LLC, as borrowers, the lenders from time to time parties
thereto, and Peloton Partners LLP, as Administrative Agent.
This Amendment No. 1 provides certain technical corrections
and clarifications to the Credit Agreement. The Amendment also
revises the procedure by which the conversion prices applicable
to the subject convertible loan are to be calculated in the event
of a change in control of the company. Under the original Credit
Agreement, in the event of a change in control of the company the
conversion price was to be adjusted pursuant to a formula taking
into account the amount of time that the loan has been
outstanding and the value of the Company's stock at the time of
the change of control. As modified by Amendment No. 1, in the
event of a change in control of the company the conversion price
is to be established pursuant to a specific schedule of prices
which, similar to the previously applicable formula, takes into
account the amount of time that the loan has been outstanding
but, unlike the previously applicable formula, does not take into
account the value of the Company's stock at the time of the
change of control. Under the schedule of conversion prices as
provided in Amendment No. 1, as in the original Credit Agreement,
in no event shall the adjusted conversion price be less than
$16.50 per share.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL
OFFICERS
(b) & (d) Mr. Winston H. Hickox has been appointed to the
Company's Board of Directors effective October 2, 2006.
Mr. Hickox recently completed a two year assignment as
Senior Portfolio Manager with the California Public Employees'
Retirement System (CalPERS) where he assisted with the design and
implementation of a series of environmentally oriented investment
initiatives in the Private Equity, Real Estate, Global Public
Equities, and Corporate Governance segments of the fund's $211
billion investment portfolio.
Prior to his assignment at CalPERS, Mr. Hickox served as
Secretary of the California Environmental Protection Agency
(CalEPA), a member of the Governor's cabinet responsible for a
broad range of programs created to protect California's human and
environmental health. During his tenure, Mr. Hickox contributed
to the enactment of some of California's most important
environmental legislation and the design and implementation of
pioneering environmental policy.
Mr. Hickox' environmental policy experience also includes
two years as an alternate member of the California Coastal
Commission; seven years as Special Assistant of Environmental
Affairs for California Governor Edmund G. Brown, Jr.; twelve
years on the board of the California League of Conservation
Voters (CLCV), including a four-year term as Board President; and
two years on the boards of Audubon California and Sustainable
Conservation.
Mr. Hickox is currently a partner at California Strategies,
a public policy consulting firm, and is also serving as a member
of the board of Thomas Properties Group, a publicly traded full
service real estate investment firm. Additionally, Mr. Hickox is
currently a member of the Sacramento County Employees' Retirement
System board.
Earlier in his professional career, Mr. Hickox was a partner
and Managing Director with LaSalle Advisors, Ltd., a major force
in the world's real estate capital markets, and a Managing
Director with Alex Brown Kleinwort Benson Realty Advisors Corp.
and served as head of the firm's Portfolio Management Group.
Mr. Hickox was also appointed to the Company's Audit
Committee to fill the vacancy created by the resignation,
effective July 31, 2006, of Mr. Murray H. Hutchison as a member
of such Committee. As previously reported by the Company, Mr.
Hutchison tendered his resignation solely due to his service on
the audit committee of a New York Stock Exchange listed company
which prohibits members of its audit committee from serving on
more than two other audit committees. Mr. Hutchison remains a
member of the Company's Board of Directors and of its
Compensation and Corporate Governance & Nominating committees.
As also previously disclosed by the Company, as a result of
Mr. Hutchison's resignation from the Audit Committee, the Company
did not comply with the provisions of Nasdaq Rule 4350(d)(2)(A),
which requires that the Company have and continue to have an
audit committee comprised of at least three members. By
appointing Mr. Hickox to the Audit Committee, the Company has
satisfied the requirements of this rule within the time limits
prescribed by Nasdaq Rule 4350(d)(4)(B), which required the
Company to fill the vacant position on the audit Committee by the
earlier of its next annual shareholder meeting or July 31, 2007.
Mr. Hickox was also appointed as an additional member of the
Company's Compensation Committee and the Company's Corporate
Governance & Nominating Committee.
ITEM 8.01. OTHER EVENTS
On October 3, 2006 the Company received written confirmation
from the Nasdaq Listing Qualifications Department that, with the
appointment of Winston Hickox to the Company's Board of Directors
and Audit Committee, the Company has complied with Nasdaq Rule
4350(d)(2)(A), which requires that the Company have and continue
to have an audit committee comprised of at least three members.
See "Item 5.02. Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers," above.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS
3.1 Amendment No. 1 dated September 29, 2006 to
the $36,375,000 Credit Agreement among Cadiz Inc.
and Cadiz Real Estate LLC, as Borrowers, the Several
Lenders from time to time parties thereto and
Peloton Partners LLP, as Administrative Agent, dated
as of June 26, 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: October 4, 2006