PROSPECTUS
----------
CADIZ INC.
4,302,109 SHARES OF COMMON STOCK, INCLUDING
405,400 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS
AND
17,289 SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF SERIES F
PREFERRED STOCK
The selling stockholders identified in this prospectus may
offer from time to time up to 4,302,109 shares of common stock of
Cadiz Inc. We have agreed to pay for expenses of the offering.
We will not receive any of the proceeds from the sale of the
shares by the selling stockholders. However, we will receive the
exercise price of the warrants if and when they are exercised.
These warrants entitle the holders to purchase common stock at an
initial exercise price per share of $15.00.
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 National Market
System, 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 National Market
System under the symbol "CDZI". On December 13, 2005, the last
reported sale price of our common stock on Nasdaq was $20.50.
___________
Investing in our common stock involves a high degree of risk.
You should carefully read and consider the "Risk Factors"
beginning on page 3.
___________
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 January 12, 2006.
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 3. 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 7.
ABOUT CADIZ INC.
Our primary asset consists of three separate properties,
each of which consists of largely contiguous land in eastern
San Bernardino County, California. This land position totals
approximately 45,000 acres. Virtually all of this land is
underlain by high-quality groundwater resources with
demonstrated potential for various applications, including
water storage and supply programs and agricultural,
municipal, recreational, and industrial development. Two of
the three properties are located in proximity to the Colorado
River Aqueduct, the major source of imported water for
southern California. The third property is located near the
Colorado River.
The value of these assets derives from a combination of
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
those companies that possess or can provide high quality,
reliable, and affordable water to major population centers.
We expect to be able to use our land assets and related
water resources to participate in a broad variety of asset
development programs, including water storage and supply,
exchange, and conservation programs with public agencies and
other parties.
Our principal executive offices are located at 777 S.
Figueroa Street, Suite 4250, Los Angeles, California 90401-
90017 and our telephone number is (213) 271-1600.
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 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 our
development 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 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
hydrologic risks of variable water supplies, risks presented
by allocations of water under existing and prospective
priorities, and risks of adverse changes to or
interpretations of U.S. federal, state and local laws,
regulations and policies. Additional risks attendant to
such programs 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 water supplies,
and the time gap needed to generate significant operating
revenues from such programs after operations commence.
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, 2005, we had indebtedness
outstanding to our senior secured lender of approximately
$25.9 million. Our assets have been put up as collateral to
secure the payment of this debt. If we cannot generate
sufficient cash flow to make timely payments of principal
and interest on this indebtedness, 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,
may result in a cessation or sale of our operations.
THE ISSUANCE OF SHARES UNDER OUR MANAGEMENT EQUITY INCENTIVE
PLAN WILL IMPACT EARNINGS.
Under applicable accounting rules, the issuance of
shares and options under our Management Incentive Equity
Plan will result in a charge to earnings based on the value
of our common stock at the time of issue and the valuation
of options at the time of their award and will be recorded
over the vesting period in proportion to the quantities
vested. Our Management Equity Incentive Plan provides for
the issuance of up to 1,472,051 shares of common stock.
Subsequent to January 1, 2005 we have issued stock or
options to purchase stock representing 1,459,712 of the
shares authorized for issuance under this Management Equity
Incentive Plan. Based on the trading price of our common
stock at the time of such issuances, such issuances will
result in significant charges to our earnings for our fiscal
years ending December 31, 2005 and 2006. The cost of
approximately 83% of the shares and options issued in our
fiscal year ending December 31, 2005 will be an expense
during 2005. We have recognized $13.6 million of such costs
as of September 30, 2005.
WE MAY NOT BE ABLE TO OBTAIN THE FINANCING WE NEED TO
IMPLEMENT OUR ASSET DEVELOPMENT PROGRAMS.
We may require additional capital to finance our
operations until such time as our asset development
operations 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 SALE OF SHARES COVERED BY THIS PROSPECTUS AND FUTURE
SALES OF COMMON STOCK COULD REDUCE THE MARKET PRICE OF OUR
COMMON STOCK AND DILUTE OUR EARNINGS PER SHARE.
The registration for resale of common stock under this
prospectus increases the number of outstanding shares of our
common stock eligible for resale. The sale, or availability
for sale, of these shares could cause decreases in the
market price of our common stock, particularly in the event
that a large number of shares were sold in the public market
over a short period of time. Similarly, the perception that
additional shares of our common stock could be sold in the
public market in the future, could cause a reduction in the
trading price of our stock.
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 the 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 lender prohibit
the payment of dividends while such facilities are
outstanding. As we have a history of operating losses, we
have been unable to date to pay dividends. 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.
USE OF PROCEEDS
We will not receive any proceeds from the sale by the
selling stockholders of our common stock. However, in order
for the selling stockholders to sell shares of common stock
issuable upon exercise of warrants, the selling stockholders
must first exercise these warrants. We will therefore
receive an amount equal to the exercise price of the warrants
if and when any of these warrants are exercised.
Under the terms of our senior secured debt, we are
obligated to and shall use the gross proceeds, if any, from
the exercise of the warrants to prepay this senior secured
debt.
SALES BY SELLING STOCKHOLDERS
The selling stockholders are offering under this
prospectus a total of 4,302,109 shares of our common stock.
The selling stockholders acquired these shares of our common
stock (or the convertible securities which are convertible
into these shares of our common stock) in previously
completed unregistered sales of equity securities. The
following is a summary of the initial transactions in which
such equity securities were sold.
On December 15, 2003 we issued 100,000 shares of our
Series F preferred stock in connection with the concurrent
restructuring of our senior secured debt with ING Capital,
LLC ("ING"). On November 30, 2004, ING agreed to convert
99,000 shares of our Series F preferred stock into 1,711,665
shares of our common stock, leaving 1,000 shares of Series F
preferred stock outstanding. The outstanding Series F
preferred stock is convertible into 17,289 shares of our
common stock.
In February, 2004, we issued 60,000 shares of common
stock in consideration for services and 80,000 shares of
common stock in payment of a bonus for services rendered. In
March, 2004 we issued 555 shares of common stock to
affiliates who exchanged their deferred stock units for
shares of common stock upon their vesting dates.
On November 30, 2004 we completed a private placement of
2,000,000 shares of our common stock and 400,000 common stock
purchase warrants. Each warrant entitles the holder to
purchase one share of common stock at an exercise price of
$15.00 per share. Each warrant expires on November 30, 2007
and is callable by us if the closing market price of our
common stock exceeds $18.75 for ten consecutive trading days.
ING acquired 200,000 shares of our common stock and 40,000
common stock purchase warrants in this private placement.
On February 23, 2005 we issued 27,200 shares of our
common stock and 5,400 common stock purchase warrants in
consideration of services provided to us. The terms of the
warrants issued in this placement are identical to those
issued in the November 30, 2004 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 as of December 1, 2005,
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.
Specifically, we may amend or supplement this prospectus
pursuant to Rule 430B under the Securities Act in order to
identify selling stockholders who acquired our securities in
the November 30, 2004 private placement described above and
whose identity has been omitted from the following table in
accordance with Rule 430B(b)(2).
Securities Securities Percentage
Beneficially Securities Beneficially Ownership
Name of Selling Owned Prior to Offered Owned After After
Stockholder Offering(1) for Sale Offering(2) Offering(3)
---------------- -------------- ---------- ------------ -----------
ING Groep N.V. 1,968,954(4) 1,968,954(4) 0 *
ING Capital LLC
Keith Brackpool(5) 446,564(6) 80,370 366,194(6) 3.2%
Timothy J. Shaheen(7) 73,290 185 73,105 *
Michael Badeni 104,774(8) 92,600(8) 12,174 *
Fidelity Investment 1,092,026(9) 435,000(9) 657,026 5.8%
Services
RAB Energy Fund 75,000(10) 75,000(10) 0 *
RAB Special Situations 512,764(11) 285,000(11) 227,764 2.0%
(Master) Fund Limited
Lampe Conway - LC Capital 300,000(12) 300,000(12) 0 *
Master Fund, LTD.
Meditor Capital Management 527,000(13) 192,000(13) 335,000 3.0%
Limited
Zaphiriou Zarifi Overseas 120,000(14) 120,000(14) 0 *
Equities
Bedford Oak Advisors, LLC 835,600(15) 102,000(15) 733,600 6.5%
Meridian Natural Resources 84,000(16) 84,000(16) 0 *
Fund
B. Riley & Co., Inc. 382,714(17) 60,000(17) 322,714 2.9%
Lloyd I. Miller III and 556,566(18) 60,000(18) 496,566 4.4%
affiliates
Pictet Private Equity 226,200(19) 50,640(19) 175,560 1.6%
Investors SA
David H. Ford 6,000(20) 6,000(20) 0 *
Anglo Irish Bank (Suisse) SA 19,280(21) 3,000(21) 16,280 *
Fortis Banque (Suisse) 21,360(22) 21,360(22) 0 *
Ioanna Sistovari 6,000(23) 6,000(23) 0 *
___________________________
* Less than 1%.
(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. 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.
(3) Based upon 11,330,045 shares of common stock
outstanding as of January 1, 2006
(4) Based upon a Schedule 13D filed on February 15, 2005
with the SEC by ING Groep N.V. and ING Capital LLC, a wholly-
owned indirect subsidiary of ING Groep N.V., and based on
our corporate records, ING Groep N.V. and ING Capital LLC
collectively beneficially own (i) 1,911,665 shares of common
stock, (ii) 17,289 shares of common stock issuable upon
conversion of 1,000 shares of Series F Preferred Stock, and
(iii) 40,000 shares of common stock issuable upon the
exercise of 40,000 common stock purchase warrants by ING
Capital LLC. ING Capital LLC has sole voting and
dispositive power as to all of the shares of common stock,
Series F Preferred Stock and common stock purchase warrants.
ING Capital LLC is the holder of our senior secured
debt. In addition, ING Capital LLC, as the sole holder
of our Series F Preferred Stock, currently has the
right to nominate and elect two directors to our Board
of Directors. ING Capital LLC has nominated and
elected Raymond J. Pacini and Gregory W. Preston to
serve as directors.
(5) Mr. Brackpool is our Chief Executive Officer and a
member of our Board of Directors.
(6) Includes 100,000 shares of common stock issuable upon
conversion of 100,000 employee stock options. Also includes
30,500 shares owned by a foundation of which Mr. Brackpool
is a trustee, but in which Mr. Brackpool has no economic
interest and 2,000 shares owned by his separated spouse.
Mr. Brackpool disclaims any beneficial ownership of the
32,500 shares owned by the foundation and his separated
spouse.
(7) Mr. Shaheen is a member of our Board of Directors.
(8) Includes 5,400 shares issuable upon the exercise of
5,400 common stock purchase warrants.
(9) Includes 72,500 shares issuable upon the exercise of
72,500 common stock purchase warrants.
(10) Includes 12,500 shares issuable upon the exercise of
12,500 common stock purchase warrants.
(11) Includes 47,500 shares issuable upon the exercise of
47,500 common stock purchase warrants.
(12) Includes 50,000 shares issuable upon the exercise of
50,000 common stock purchase warrants.
(13) Includes 32,000 shares issuable upon the exercise of
32,000 common stock purchase warrants.
(14) Includes 20,000 shares issuable upon the exercise of
20,000 common stock purchase warrants.
(15) Includes 17,000 shares issuable upon the exercise of
17,000 common stock purchase warrants.
(16) Includes 14,000 shares issuable upon the exercise of
14,000 common stock purchase warrants.
(17) Includes 10,000 shares issuable upon the exercise of
10,000 common stock purchase warrants.
Also includes shares beneficially owned by B. Riley &
Co., Inc. which are held in the names SACC Partners LP,
B. Riley & Co. Inc. or B. Riley & Co. Retirement Trust
(18) Includes 10,000 shares issuable upon the exercise of
10,000 common stock purchase warrants.
Also includes shares beneficially owned by Lloyd Miller
which are held in the names Lloyd Miller A-4 Trust,
Lloyd I. Miller Fund C, Lloyd Miller Migrat I (SSS),
Lloyd Miller Milfam II LP, Milfam I LP, Lloyd I. Miller
III or Marli Miller Custodian Account.
(19) Includes 8,440 shares issuable upon the exercise of
8,440 common stock purchase warrants.
(20) Includes 1,000 shares issuable upon the exercise of
1,000 common stock purchase warrants.
(21) Includes 500 shares issuable upon the exercise of 500
common stock purchase warrants.
(22) Includes 3,560 shares issuable upon the exercise of
3,560 common stock purchase warrants.
(23) Includes 1,000 shares issuable upon the exercise of
1,000 common stock purchase warrants.
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 National
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.
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 agreed to indemnify the selling stockholders
against liabilities they may incur as a result of any untrue
statement or alleged untrue statement of a material fact in
the registration statement of which this prospectus forms a
part, or any omission or alleged omission in this prospectus
or the registration statement to state a material fact
necessary in order to make the statements made not
misleading. This indemnification includes liabilities that
the selling stockholders may incur under the Securities Act
of 1933. We do not have to give such indemnification if the
untrue statement or omission was made in reliance upon and
in conformity with information furnished in writing to us by
the selling stockholders for use in this prospectus or the
registration statement.
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 have been
passed upon for us by Miller & Holguin LLP, attorneys at
law, Los Angeles, California.
EXPERTS
The financial statements incorporated in this
prospectus by reference to our Annual Report on Form 10-K
for the year ended December 31, 2004 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.
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.
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, 2004, filed on March 31, 2005;
* our Quarterly Report on Form 10-Q for the quarter
ended March 31, 2005, filed on May 16, 2005;
* our Quarterly Report on Form 10-Q for the quarter
ended June 30, 2005, filed on August 12, 2005;
* our Quarterly Report on Form 10-Q for the quarter
ended September 30, 2005, filed on November 14,
2005;
* our Current Report on Form 8-K dated May 4, 2005,
filed on May 6, 2005;
* our Current Report on Form 8-K dated June 16, 2005,
filed on June 17, 2005;
* our Current Report on Form 8-K dated August 26,
2005, filed on August 30, 2005;
* our Current Report on Form 8-K dated October 3,
2005, filed on October 3, 2005;
* our Current Report on Form 8-K dated January 6,
2006, filed on January 10, 2006;
* 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, file number 012114, as
amended by reports on:
* Form 8-K filed with the SEC on May 26, 1988;
* Form 8-K filed with the SEC on June 2, 1992;
* Form 8-K filed with the SEC on May 18, 1999; and
* 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.
You may obtain a copy of these filings, without charge,
by writing or calling us at:
Cadiz Inc.
777 S. Figueroa Street
Suite 4250
Los Angeles, California 90017
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.