As filed with the Securities and Exchange Commission on September 3, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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.)
100 Wilshire Boulevard
Suite 1620
Santa Monica, California 90401
(Address of principal executive offices)
Keith Brackpool
100 Wilshire Boulevard
Suite 1620
Santa Monica, California 90401
(Name and address of agent for service)
(310) 899-4700
(Telephone number, including area code, of agent for service)
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
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
Proposed
maximum Proposed
offering maximum Amount of
Title of securities Amount to be price aggregate Registration
to be registered registered per unit offering price fee
- --------------------------------------------------------------------------
Common Stock(1)(2)(3) 57,500 shares $ 5.50 $ 316,250 $ 95.84
Total $ 316,250 $ 95.84
==========================================================================
(1) All such shares underlie outstanding options granted to employees,
directors and/or consultants ("Outstanding Options").
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended
(the "Securities Act"), the offering price and the amount of the fee
have been computed based on the actual exercise price of the
Outstanding 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 Outstanding Options.
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 transition report on Form 10-K for the
transition period from April 1, 1996 to December 31, 1996,
quarterly report on Form 10-Q for the period ended March 31,
1997, quarterly report on Form 10-Q for the period ended
June 30, 1997, current report on Form 8-K dated February 14,
1997, current report on Form 8-K dated March 31, 1997,
current report on Form 8-K dated April 16, 1997, and
proxy statement for the annual meeting of
stockholder held on June 12, 1997.
(b) 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 as of December 31, 1996 and for the period April 1, 1996
through December 31, 1996, and as of March 31, 1996 and for each of the
two years ended March 31, 1996 and 1995, which are incorporated by
reference into this Registration Statement have been so included in
reliance on the report of Price Waterhouse LLP, independent accountants,
given on the authority of said firm as experts in auditing and
accounting.
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. 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.
In 1990, the Registrant entered into an Indemnity Agreement with
each of the individuals then serving as an executive officer or director
of the Registrant, including Keith Brackpool, the current Chief
Executive Officer of the Registrant. The Indemnity Agreement as to Mr.
Brackpool remains in effect; all of the other executive officers and
directors who executed an Indemnity Agreement with the Registrant have
since resigned from their positions with the Registrant. The Indemnity
Agreement provides for the indemnification of the indemnified party with
respect to his activities as a director or officer of the Registrant or
an affiliate of the Registrant against expenses and liabilities, of
whatever nature, incurred in connection with any claim made against him
by reason of facts which include his affiliation with the Registrant.
Such indemnification is provided to the maximum extent permitted by the
Registrant's charter documents, insurance policies and/or any applicable
law.
The Registrant's Certificate of Incorporation provides that a
director of the Registrant shall not be personally liable to the
Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Registrant or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal
benefit. The Registrant has also purchased a liability insurance policy
which insures its directors and officers against certain liabilities,
including liabilities under the Securities Act.
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)
4.2 Certificate of Designations of 6% Convertible Series A
Preferred Stock(2)
4.3 Certificate of Designations of 6% Convertible Series B
Preferred Stock(3)
4.4 Certificate of Designations of 6% Convertible Series C
Preferred Stock(2)
5.1 Opinion of Miller & Holguin
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Miller & Holguin (included in Exhibit 5.1)
(1) Previously filed as an exhibit to the Registrant's report
on Form 8-K dated May 6, 1992, and incorporated herein by
reference
(2) Previously filed as an exhibit to the Registrant's report on
Form 8-K dated September 13, 1996, and incorporated herein by
reference
(3) Previously filed as an exhibit to the Registrant's report on
Form 10-K for the fiscal year ended March 31, 1996, and
incorporated herein by reference
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;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 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.
(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 Los Angeles,
State of California, on the 3rd day of September 1997.
CADIZ LAND COMPANY, INC.
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/ Dwight W. Makins Chairman of the Board September 3, 1997
- ---------------------- and Director
Dwight W. Makins
/s/ Keith Brackpool Chief Executive Officer September 3, 1997
- ----------------------- and Director
Keith Brackpool (Principal Executive Officer)
- ----------------------- Director ____________,1997
Russ Hammond
/s/ Stephen D. Weinress Director September 3, 1997
- -----------------------
Stephen D. Weinress
_______________________ Director ______________, 1997
Murray H. Hutchison
/s/ Stanley E. Speer Chief Financial Officer September 3, 1997
- ----------------------- (Principal Financial and
Stanley E. Speer Accounting Officer)
EXHIBIT 5.1
-----------
September 3, 1997
Cadiz Land Company, Inc.
100 Wilshire Boulevard
Suite 1620
Santa Monica, California 90401-1115
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 3, 1997 ("Registration
Statement") relating to the offer and sale of 57,500 shares of the
Company's no par value common stock (the "Shares") pursuant to outstanding
options ("Outstanding Options") 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 Outstanding Options, will be duly authorized,
legally issued, fully paid and non-assessable.
We are members of the Bar of the State of California and we do not
express any opinion herein concerning any law other than the law of the
State of California, the General Corporation Law of the State of Delaware
and the federal law of the Untied States. This opinion is rendered to you
solely in connection with the above-described transaction and may not be
relied upon for any other purposes without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading
"Interests of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/ Miller & Holguin
---------------------
MILLER & HOLGUIN
M&H:wp
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 7, 1997, except for Note 7,
which is as of March 31, 1997 appearing on page 35 of the Cadiz Land
Company Inc.'s Annual Report on Form 10-K for the nine months ended
December 31, 1996. We also consent to the incorporation by reference of
our report on the Financial Statement Schedules, which appears on page 67
of such Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
- ---------------------------
Price Waterhouse LLP
Los Angeles, California
September 3, 1997
