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):
November 30, 2004
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
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On November 30, 2004, the Company entered into an agreement
with its senior secured lender, ING Capital, LLC ("ING"),
whereby:
(a) the Company's senior term loan facility with ING was
repaid in full and the outstanding principal balance under the
Company's existing revolving credit facility was reduced to $25
million; and
(b) the Company amended the terms and conditions of its
revolving credit facility with ING in order to:
(i) extend the maturity date of the debt until March
31, 2010, conditioned upon a further principal reduction of $10
million on or before March 31, 2008, and;
(ii) reduce the interest rate through March 31, 2008
on the new outstanding balance to 4% cash plus 4% PIK (increasing
to 4% cash plus 6% PIK for interest periods commencing on and
after April 1, 2008).
Also on November 30, 2004, ING agreed to convert 99,000
shares of the Company's Series F Preferred Stock (representing
99% of the outstanding shares of Series F Preferred Stock) into
1,711,665 shares of the Company's common stock. Concurrently
with this conversion, the terms and conditions of the Company's
Series F Preferred Stock were amended pursuant to an Amended and
Restated Certificate of Designations of Series F Preferred Stock,
as described under Item 5.03 below.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
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The information required by this item regarding the
repayment in full of the Company's senior term loan facility with
ING (with only the Company's revolving credit facility with ING
remaining outstanding) is included under Item 1.01 and
incorporated by reference into this Item 1.02.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
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On November 30, 2004, the Company completed a private
placement (the "Placement") of 400,000 Units at the price of
$60.00 per Unit. Each Unit consisted of five (5) shares of the
Company's common stock and one (1) common stock purchase warrant.
Each Warrant will entitle the holder to purchase, commencing 180
days from the date of issuance, one (1) share of common stock at
an exercise price of $15.00 per share. Each Warrant will have a
term of three (3) years, but will be callable by the Company
commencing twelve months following completion of the Placement if
the closing market price of the Company's common stock exceeds
$18.75 for 10 consecutive trading days.
Approximately half of the proceeds of the Placement were
used by the Company to reduce its senior debt as described in
Item 1.01 above. The balance of the proceeds will be used by the
Company to enhance its working capital.
40 Units in the Placement were purchased by ING and a
concurrent credit of $2.4 million was made to the cash collateral
account maintained by the Company with ING to fund the payment of
obligations due under the Company's revolving credit facility.
Concurrently with the Placement, as described in Item 1.01
above, ING converted 99,000 shares of issued and outstanding
Series F Preferred Stock into 1,711,665 shares of the Company's
common stock.
With the completion of the Placement and the conversion of
Series F Preferred Stock by ING, the Company has a total of
10,324,330 shares of common stock outstanding.
The issuances of common stock pursuant to the Placement and
upon the conversion of outstanding Series F Preferred Stock were
not registered under the Securities Act of 1933, as amended (the
"Securities Act"), but were exempt from the registration
requirements of the Securities Act by virtue of Section 4(2) of
the Securities Act as the transactions did not involve public
offerings, the number of investors was limited, the investors
were provided with information about us, and we placed
restrictions on the resale of the securities.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR
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On November 30, 2004, concurrently with the conversion by
ING of 99,000 shares of its Series F Preferred Stock, the Company
filed an Amended and Restated Certificate of Designations of
Series F Preferred Stock of Cadiz Inc. (the "Amended and Restated
Certificate of Designations") with the Secretary of State of the
State of Delaware. Upon such filing:
(i) the requirement regarding the right of holders of
Series F Preferred Stock (the "Holders") to appoint directors of
the Company was revised so that the Holders shall have the right
to appoint two directors for as long as both (a) the outstanding
principal balance of ING's loan to the company is at least $15
million, and (b) the Series F Preferred Stock holdings of the
Holders (including both the common stock into which outstanding
Series F Preferred Stock is then convertible and any common stock
received by the Holders upon previous conversions of Series F
Preferred Stock which remains held by, and has not been disposed
of, by the Holders) represent at least 5% of the Company's common
stock; and
(ii) the conversion ratio, previously adjustable upon
certain further equity issuances by the Company, has been fixed
at its current rate of 17.28955 shares of common stock for each
share of Series F Preferred Stock converted.
The Amended and Restated Certificate of Designations is
filed as an exhibit hereto and is incorporated herein by this
reference. The foregoing descriptions of the terms of the Series
F Preferred Stock are qualified in their entirety by reference to
such exhibit.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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EXHIBITS
3.1 Amended and Restated Certificate of Designations of
Series F Preferred Stock of Cadiz Inc., as filed on November 30,
2004.
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/ Keith Brackpool
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Keith Brackpool, Chairman of the Board
and Chief Executive and Financial Officer
Dated: December 2, 2004