As filed with the Securities and Exchange Commission on September 29, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CADIZ LAND COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0313235
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
10535 Foothill Boulevard, Suite 150
Rancho Cucamonga, California 91730
(Address of principal executive offices)
Keith Brackpool
10535 Foothill Boulevard, Suite 150
Rancho Cucamonga, California 91730
(Name and address of agent for service)
(909) 980-2738
(Telephone number, including area code, of agent for service)
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Copies of communications to:
HOWARD J. UNTERBERGER, ESQ.
J. BRAD WIGGINS, ESQ.
Miller & Holguin
1801 Century Park East, Seventh Floor
Los Angeles, California 90067
(310) 556-1990
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum
To Be Offering Aggregate Amount of
Title of Securities Registered Price Per Offering Registration
to Be Registered (1)(3) Unit(2) Price(2) Fee (2)
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Common Stock, no par value 27,778 shares $0.75 $ 20,833.50 $ 7.19
Common Stock, no par value 100,000 shares $1.25 $ 125,000.00 $ 43.10
Common Stock, no par value 150,000 shares $4.25 $ 637,500.00 $219.83
Common Stock, no par value 127,500 shares $5.00 $ 637,500.00 $219.83
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Total $1,420,833.50 $489.95
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(1) All of such shares (the "Shares") underlie options (the "Options")
that were granted to present and former directors, officers,
employees and consultants of the Registrant.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, the aggregate offering price and the amount of the
fee have been computed on the basis of the actual exercise price
of the Options.
(3) Also registered hereunder are an indeterminate number of additional
shares of Common Stock which may become issuable by virtue of the
anti-dilution provisions of the Options.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 need
not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act of 1933, as amended
(the "Securities Act"), but will be sent or given to employees as specified
by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Registrant's annual report on Form 10-K for the
fiscal year ended March 31, 1995.
(b) The Registrant's quarterly report on Form 10-Q for
the quarter ended June 30, 1995.
(c) The Registrant's report on Form 8-K dated May 1, 1995.
(d) The description of the Registrant's class of Common Stock
which is registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
which description is set forth in Item 1 of the
registration statement on Form 8-A filed under the
Exchange Act on May 8, 1984, and updated in reports
on Form 8-K dated May 9, 1988 and May 6, 1992.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be part thereof from the date of filing of
such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the issuance of
the securities offered hereby will be passed upon for the
Registrant by Miller & Holguin, attorneys at law, Los Angeles,
California.
The consolidated financial statements and schedules of the
Registrant included in this Registration Statement have been
included in reliance upon the report of Price Waterhouse,
independent accountants, and upon the authority of that
firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits
the Registrant's Board of Directors to indemnify any person
against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by him in connection with any threatened, pending
or completed action, suit or proceeding in which such person
is made a party by reason of his being or having been a
director, officer, employee or agent of the Registrant,
in terms sufficiently broad to permit such indemnification
under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). The
statute provides that indemnification pursuant to its
provisions is not exclusive of other rights of
indemnification to which a person may be entitled under
any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.
The Registrant's Bylaws provide for mandatory indemnification
of directors and officers of the Registrant, and those serving
at the request of the Registrant as directors, officers,
employees, or agents of other entities (collectively, "
Agents"), to the maximum extent permitted by law. The
Bylaws provide that such indemnification shall be a contract
right between each Agent and the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following documents are filed or incorporated by
reference as part of this Registration Statement:
4.1 Specimen Form of Stock Certificate(1)
5.1 Opinion of Miller & Holguin(2)
10.1 Option Agreement dated April 20, 1995
between Registrant and David Peterson(2)
23.1 Consent of Price Waterhouse LLP(2)
23.2 Consent of Miller & Holguin
(included in Exhibit 5.1)(2)
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(1) Previously filed as Exhibit to the Registrant's Report
on Form 8-K dated May 6, 1992, and incorporated herein
by reference.
(2) Filed herewith.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers
or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act
of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts
or events arising after the effective
date of the registration statement (or
the most recent post-effective
amendment thereof) which, individually
or in the aggregate, represent a
fundamental change in the information
set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution
not previously disclosed in the
registration statement or any material
change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed with or
furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange
Act") that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer,
to file a post-effective amendment to the
registration statement to include any
financial statements required by Rule 3-19
of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.
Financial statements and information otherwise
required by Section 10(a)(3) of the Securities
Act need not be furnished, provided that the
registrant includes in the prospectus, by means
of a post-effective amendment, financial statements
required pursuant to this paragraph (a)(4) and
other information necessary to ensure that all
other information in the prospectus is at least
as current as the date of those financial statements.
Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective
amendment need not be filed to include financial
statements and information required by Section
10(a)(3) of the Securities Act or Rule 3-19 of
Regulation S-X if such financial statements and
information are contained in periodic reports
filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by
reference in the Form F-3.
(b) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section
15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person
in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rancho Cucamonga, State of California, on the
28th day of September, 1995.
CADIZ LAND COMPANY, INC.
By: /s/ Keith Brackpool
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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
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/s/ Dwight W. Makins
- -------------------------- Chairman of the Board Sept. 28, 1995
Dwight W. Makins and Director
/s/ Keith Brackpool
- -------------------------- Chief Executive Officer Sept. 28, 1995
Keith Brackpool and Director
(Principal Executive
Officer)
/s/ J.F.R. Hammond
- -------------------------- Director Sept. 28, 1995
J.F.R. Hammond
/s/ Stephen D. Weinress
- -------------------------- Director Sept. 28, 1995
Stephen D. Weinress
/s/ Susan K. Chapman
- -------------------------- Chief Financial Officer Sept. 28, 1995
Susan K. Chapman and Secretary
(Principal Financial
and Accounting Officer)
EXHIBITS INDEX
Exhibit
Number Exhibit
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5.1 Opinion of Miller & Holguin
10.1 Option Agreement dated April 20, 1995
between the registrant and
David Peterson
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Miller & Holguin
(included in Exhibit 5.1)
[MILLER AND HOLGUIN LETTERHEAD]
September 28, 1995
Cadiz Land Company, Inc.
10535 Foothill Boulevard
Suite 150
Rancho Cucamonga, California 91730
Re: Cadiz Land Company, Inc. (the "Company") -
Registration on Form S-8
Ladies and Gentlemen:
Our opinion has been requested in connection with the
registration statement on Form S-8 to be filed by the Company
with the Securities and Exchange Commission on or about
September 28, 1995 ("Registration Statement") relating to the
offer and sale of 405,278 shares of the Company's no par value
common stock (the "Shares") pursuant to outstanding option
agreements ("Option Agreements") held by certain of the Company's
present and former employees, officers and directors.
We have examined such corporate records and other documents and
have made such examination of law as we have deemed relevant.
Based on and subject to the above, it is our opinion that the
Shares, when issued pursuant to the terms of the Option Agreements,
will be duly authorized, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
We are delivering this opinion to the Company, and no person other
than the Company may rely upon it.
Very truly yours,
/s/ Miller & Holguin
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MILLER & HOLGUIN
M&H:wp
OPTION AGREEMENT
THIS AGREEMENT is made effective as of April 20, 1995, by and
between David Peterson (hereinafter referred to as "Optionee"), and
Cadiz Land Company, Inc., a Delaware corporation (hereinafter
referred to as "Company").
RECITALS
WHEREAS, to provide additional incentive for the diligent
performance by Optionee of his duties for the Company, the Company
desires to grant to Optionee and Optionee is desirous of acquiring
an option to purchase shares of the common stock of the Company,
subject to the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. Grant of Option. Subject to the terms and conditions
hereinafter set forth, the Company hereby gives and grants to
Optionee the right and option to purchase all or any part of an
aggregate of 50,000 shares of the authorized but unissued common
shares of the Company (the "Shares") at the purchase price of $4.25
per share. The options granted hereby shall be conditional, and
shall vest, if at all, and shall be immediately exercisable by
Optionee, at the discretion of the Board of Directors of the
Company, based upon the Board's good faith evaluation of the
performance of the agricultural operations of the Company under
Optionee's supervision. Such evaluation will take into account,
among other things, Optionee's ability to meet the goals and
timetables for the Company's agricultural operations as provided in
the Company's business plan, in light of the resources allocated by
the Company to such operations and external market conditions
affecting such operations. The Board may also examine such
additional objective and subjective criteria as may be deemed
relevant by the Board from time to time. It shall be a further
condition to the vesting of the conditional options described herein
that, at the time of vesting, Optionee shall be an active employee
of the Company. These conditional options shall expire five (5)
years from the date hereof.
2. Exercise of Option. Optionee may exercise any option
granted hereunder subsequent to the vesting thereof by notifying the
Company in writing of his intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30
days after the notice, at which time Optionee shall pay the purchase
price of the Shares being purchased, and the Company shall deliver
to Optionee the certificates for Shares duly endorsed. Optionee may
purchase all or any part of the Shares subject to options granted
hereby subsequent to the vesting thereof.
3. Representations. The Company represents and warrants to
Optionee that Optionee, upon proper exercise, shall receive good and
marketable title to the Shares underlying the options being granted
hereby, free of all pledges, liens and encumbrances, except as
provided in paragraph 4.
4. Representations and Warranties of Optionee. Optionee
hereby represents and warrants that:
A. The options granted hereby and the Shares which will
be purchased by and delivered to Optionee upon
exercise of such options are being acquired by
Optionee for his own account and not with a view to
resale or other disposition thereof.
B. The options granted hereunder and any Shares which
may be issued to Optionee upon the exercise of
options granted hereunder are restricted securities,
and are not freely tradeable. Optionee will not
sell, transfer, or make any other disposition of any
option or the Shares to be purchased and delivered
to Optionee hereunder upon the exercise of such
option unless and until (a) such option or Shares,
as applicable, are included in a registration
statement or a post-effective amendment under the
Securities Act which has been filed by the the
Company and declared effective by the Securities and
Exchange Commission (the "SEC"), or (b) in the
opinion of counsel for the the Company, no such
registration statement or post-effective amendment
is required, or (c) the SEC has first issued a "no
action" letter regarding any such proposed
disposition of any option or the Shares.
5. Federal and State Securities Law Requirements. The
obligation of the Company to deliver and transfer the Shares to the
Optionee upon any exercise of any option shall be subject to the
following:
A. The Company may require Optionee, as an additional
condition of its obligation to deliver the Shares
upon exercise of any option hereunder, to make any
representations and warranties (including without
limit those set forth in Paragraph 4 hereof) with
respect to the Shares as may, in the opinion of
counsel to the Company, be required to ensure
compliance with the Securities Act, the securities
laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the Shares issued
pursuant to this Agreement shall bear whatever
legends are required by federal or state law or by
any governmental agency. In particular, unless an
appropriate registration statement is filed pursuant
to the Securities Act with respect to the hares,
each certificate representing such Shares shall be
endorsed on its face with the following legend or
its equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. THE SECURITIES MAY BE SOLD OR TRANSFERRED
ONLY IF THEY HAVE BEEN REGISTERED UNDER SAID ACT OR
THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER
SAID ACT OR THE RULES AND REGULATIONS THEREUNDER
EVIDENCED BY A NO-ACTION LETTER OR AN OPINION OF
COUNSEL TO THE ISSUER OR TO THE HOLDER HEREOF
REASONABLY SATISFACTORY TO THE ISSUER.
6. Restrictions. Optionee:
A. Shall not be entitled to any type of dividend
declared by the Company, unless and until an option
is exercised; and
B. Shall not be entitled to any voting rights by virtue
of an option; and
C. Acknowledges that the options granted hereby are
personal to Optionee and that Optionee may not sell,
assign, transfer or otherwise dispose of such
options to any other person, other than by way of
pledge as security in a bona fide loan transaction
or otherwise with the prior written consent of the
Company.
7. Anti-Dilution. If prior to the exercise of any option
granted hereunder the Company shall have effected one or more stock
split-ups, stock dividends, or other increases or reductions of the
number of shares of its common stock outstanding without receiving
compensation therefor in money, services or property, the number of
Shares of common stock subject to the options hereby granted shall
(a) if a net increase shall have been effected in the number of
outstanding shares of the Company's common stock, be proportionately
increased and the cash consideration payable per Share shall be
proportionately reduced; and (b) if a net reduction shall have been
effected in the number of outstanding shares of the Company's common
stock, be proportionately reduced and the cash consideration payable
per Share be proportionately increased.
8. Piggyback Registration Rights. If, during the time which
the Optionee is eligible to exercise any options granted hereunder,
the Company proposes to file with the Securities and Exchange
Commission a registration statement for registration under the Act,
the Company will use its best efforts to include in any such filing
the Shares underlying Optionee's vested options upon terms and
conditions substantially similar to those granted to other holders
of the Company's securities who have been granted piggyback
registration rights.
9. Aqreement to Perform Necessary Acts. The parties hereto
agree to cooperate fully with one another in executing all
documents, certificates, notices, filings and the like and
performing all acts reasonably necessary to carry out the intent of
this agreement.
10. Amendments. This agreement may not be modified, amended
or changed except by an instrument in writing signed by the parties
hereto.
11. Applicable Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of California.
12. Successors. The terms of this Agreement shall be binding
upon the executors, administrators, heirs, successors, transferees
and assignees of the Optionee.
13. Counterparts. This Agreement may be executed in any
number of identical counterparts, each of which shall be deemed a
complete original in itself and may be introduced in evidence or
used for any other purpose without the production of any other
counterparts.
14. Litigation and Attorneys' Fees. In the event of any
litigation between the parties hereto in connection with this
Agreement or to enforce any provision or right hereunder, the
unsuccessful party to such litigation shall pay to the successful
party the reasonable legal expenses, to include without limitation,
attorney's fees, costs and necessary disbursements incurred by the
successful party, which costs, expenses and attorneys' fees shall be
included as a part of any judgment rendered in such action in
addition to any other relief to which the successful party may be
entitled.
IN WITNESS WHEREOF, the parties have executed this Option
Agreement as of the day and year first above written.
OPTIONOR
CADIZ LAND COMPANY, INC.
By: /s/ Keith Brackpool
---------------------------------
Keith Brackpool, Chief Executive
Officer
OPTIONEE
By: /s/ David Peterson
---------------------------------
David Peterson
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Cadiz Land Company, Inc. of our report dated
June 9, 1995 appearing with the Consolidated Financial Statements
included in the Form 10-K for the year ended March 31, 1995. We also
consent to the incorporation by reference of our report on the Financial
Statement Scheudles, which appears on page 48 of such Annual Report
on Form 10-K.
/s/ Price Waterhouse LLP
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PRICE WATERHOUSE LLP
Los Angeles, California
September 28, 1995
