S-3/A 1 s3amay98dec2001.txt REGISTRATION #333 53069 As filed with the Securities and Exchange Commission on December 10, 2001 Registration No. 333-53069 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________ CADIZ INC. (Exact name of registrant as specified in its charter) Delaware 77-0313235 (State or jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 Wilshire Boulevard Suite 1600 Santa Monica, California 90401-1111 (310) 899-4700 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Jennifer Hankes Painter Vice President and General Counsel 100 Wilshire Boulevard Suite 1600 Santa Monica, California 90401-1111 (310) 899-4700 (Name, address, including zip code, and telephone number, including area code, of agent for service) ________________ Copies of communications to: HOWARD J. UNTERBERGER, ESQ. CHRISTINA LYCOYANNIS, ESQ. Miller & Holguin 1801 Century Park East, Seventh Floor Los Angeles, California 90067 (310) 556-1990 _________________ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Not applicable - Securities being withdrawn from registration IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX: IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. X ----- IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. ______ IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. _______ IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434, PLEASE CHECK THE FOLLOWING BOX. ____ ==================================================================== REMOVAL OF SECURITIES FROM REGISTRATION We previously registered for resale, under a Registration Statement on Form S-3 filed with the Securities and Exchange Commission on May 19, 1998 (Registration No. 333-53069), the following securities offered by ING Baring (U.S.) Capital Corporation, one of the selling security holders named in the Registration Statement: (i) 75,000 warrants exercisable until April 30, 2002 at an exercise price of $5.03 per share; 75,000 warrants exercisable until April 30, 2003 at an exercise price of $11.8125 per share; 200,000 warrants exercisable until November 25, 2004 at an exercise price of $7.00 per share; 112,500 warrants exercisable until April 13, 2005 at an exercise price of $7.00 per share; and 37,500 warrants exercisable until May 11, 2005 at an exercise price of $7.00 per share (all of the warrants described in this clause (i) are hereafter referred to as the "Warrants") and (ii) the Common Stock of the Company issuable upon the exercise of the Warrants (collectively, the "Warrant Shares"). By filing this Post-Effective Amendment No. 1 to the Registration Statement, we hereby remove from registration all of the Warrants and the Warrant Shares. The Registration Statement is hereby amended, as appropriate, to reflect the removal from registration of the Warrants and the Warrant Shares. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Monica, State of California, on December 10, 2001. CADIZ INC. Registrant By: /s/ Keith Brackpool ------------------------------ Keith Brackpool Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /S/ Keith Brackpool Chief Executive Officer December 10, 2001 -------------------- Chairman of the Board Keith Brackpool and Director (Principal Executive Officer) /S/ Stanley E. Speer Chief Financial Officer December 10, 2001 -------------------- (Principal Financial and Stanley E. Speer Accounting Officer) /S/ Dwight W. Makins Director December 10, 2001 -------------------- Dwight W. Makins /S/ Murray H. Hutchison Director December 10, 2001 --------------------- Murray H. Hutchinson /S/ Mitt Parker Director December 10, 2001 ------------------- Mitt Parker /S/ Timothy J. Shaheen Director December 10, 2001 --------------------- Timothy J. Shaheen /S/ Anthony L. Coelho Director December 10, 2001 --------------------- Anthony L. Coelho