As filed with the Securities and Exchange Commission on September 12, 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 Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price offering Registration
to be registered registered per unit price fee
- --------------------------------------------------------------------------
Common Stock(1)(2)(4) 950,000 Shares $ 4.5000 $4,275,000 $ 1,295.46
Common Stock(1)(2)(4) 730,000 Shares $ 4.7500 $3,467,500 $ 1,050.76
Common Stock(1)(2)(4) 312,500 Shares $ 5.0000 $1,562,500 $ 473.49
Common Stock(1)(2)(4) 5,000 Shares $ 5.2500 $ 26,250 $ 7.96
Common Stock(1)(2)(4) 5,000 Shares $ 6.0000 $ 30,000 $ 9.10
Common Stock(3)(4)(5) 997,500 Shares $ 7.1563 $7,138,409 $ 2,163.16
Common Stock(3)(6) 75,000 Shares $ 7.1563 $ 536,723 $ 162.65
Options to Purchase Common
Stock(7) 997,500 Options
- ---------------------------------------------------------------------------
Total $17,036,382 $ 5,162.58
=========== ==========
(1) All such shares underlie outstanding options previously issued under the
Registrant's 1996 Stock Option Plan. All options issued and issuable
under such plan are defined herein as "Plan 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 Plan
Options.
(3) Pursuant to Rule 457(h) and 457(c) 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 average of the high and low prices
of the Registrant's Common Stock as reported by Nasdaq for September 9,
1997, which date is within 5 business days prior to the filing of this
Registration Statement.
(4) 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 Plan Options.
(5) All such shares underlie Plan Options which are issuable under the
Registrant's 1996 Stock Option Plan.
(6) All such shares are issuable under the Registrant's 1997 Stock Bonus
Plan.
(7) The unissued Plan Options. No additional fee for registration of these
Plan Options is required by virtue of the last sentence of Rule 457(g).
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 stockholders 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)
4.5 Cadiz Land Company, Inc. 1996 Stock Option Plan governing the
issuance of the Plan Options(4)
4.6 Form of Option Agreement applicable to Plan Options
4.7 1997 Stock Bonus Plan
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
(4) Previously filed as Exhibit A to the Registrant's proxy
statement relating to the Annual Meeting of Stockholders held on
November 8, 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.
SIGNATURE
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 12th 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 12, 1997
- ---------------------- and Director
Dwight W. Makins
/s/ Keith Brackpool Chief Executive Officer September 12, 1997
- ----------------------- and Director
Keith Brackpool (Principal Executive Officer)
- ----------------------- Director ____________,1997
Russ Hammond
/s/ Stephen D. Weinress Director September 12, 1997
- -----------------------
Stephen D. Weinress
_______________________ Director ______________, 1997
Murray H. Hutchison
/s/ Stanley E. Speer Chief Financial Officer September 12, 1997
- ----------------------- (Principal Financial and
Stanley E. Speer Accounting Officer)
EXHIBIT 4.6
CADIZ LAND COMPANY, INC.
FORM OF
1996 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
This Stock Option Agreement ("Agreement") is made and entered into
as of the date of grant set forth below (the "Date of Grant") by and
between Cadiz Land Company, Inc., a Delaware corporation (the "Company"),
and the Participant named below ("Participant"). Capitalized terms not
defined herein shall have the meaning ascribed to them in the Company's
1996 Stock Option Plan (the "Plan").
PARTICIPANT: _______________________________
SOCIAL SECURITY NUMBER: _______________________________
ADDRESS: _______________________________
_______________________________
TOTAL OPTION SHARES: _______________________________
EXERCISE PRICE PER SHARE:_______________________________
DATE OF GRANT: _______________________________
FIRST VESTING DATE: _______________________________
EXPIRATION DATE: _______________________________
[No later than 10 years
from grant date]
TYPE OF STOCK OPTION: _______________________________
(Check one):
[ ] INCENTIVE STOCK OPTION
[ ] NONQUALIFIED STOCK OPTION
1. GRANT OF OPTION.
----------------
The Company hereby grants to Participant an Option (the
"Option") to purchase the total number of Shares of Common Stock $0.01
par value, of the Company set forth above (the "Shares") at the Exercise
Price Per Share set forth above (the "Exercise Price"), subject to all of
the terms and conditions of this Agreement and the Plan. If designated
as an Incentive Stock Option above, the Option is intended to qualify as
an "incentive stock option" ("ISO") within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
2. EXERCISE PERIOD.
---------------
2.1 VESTING SCHEDULE. The Option shall vest and be
immediately exercisable three (3) years following the Date of Grant.
Notwithstanding the foregoing, no option shall be exercisable until such
date as the Stockholders approve the Cadiz Land Company, Inc., 1996 Stock
Option Plan.
2.2 EXPIRATION. The Option shall expire on the earlier of:
(a) the Expiration Date set forth above, or (b) five (5) years from the
Date of Grant in the event the Participant is a Ten Percent Stockholder,
and must be exercised, if at all, on or before the Expiration Date.
3. TERMINATION.
------------
3.1 TERMINATION FOR ANY REASON EXCEPT DEATH OR DISABILITY. If
Participant is Terminated for any reason, except death or Disability, the
Option, to the extent (and only to the extent) that it would have been
exercisable by Participant on the date of Termination, may be exercised
by Participant no later than ninety (90) days after the date of
Termination, but in any event no later than the Expiration Date.
3.2 TERMINATION BECAUSE OF DEATH OR DISABILITY. If
Participant is Terminated because of death or Disability of Participant,
any Option that is an ISO, to the extent that it is exercisable by
Participant on the date of Termination, may be exercised by Participant
(or Participant's legal representative) no later than one hundred and
eighty (180) days after the date of Termination, but in any event no
later than the Expiration Date.
3.3 NO OBLIGATION TO EMPLOY. Nothing in the Plan or this
Agreement shall confer on Participant any right to continue in the employ
of, or other relationship with, the Company or any Subsidiary or
Affiliate of the Company, or limit in any way the right of the Company or
any Subsidiary or Affiliate of the Company to terminate Participant's
employment or other relationship at any time, with or without cause.
4. MANNER OF EXERCISE.
-------------------
4.1 STOCK OPTION EXERCISE AGREEMENT. To exercise this Option,
Participant (or in the case of exercise after Participant's death,
Participant's executor, administrator, heir or legatee, as the case may
be) must deliver to the Company an executed stock Option exercise
Agreement in the form attached hereto as Exhibit A, or in such other form
as may be approved by the Company from time to time (the "Exercise
Agreement"), which shall set forth, inter alia, Participant's election to
exercise the Option, the number of Shares being purchased, any
restrictions imposed on the Shares and any representations, warranties
and Agreements regarding Participant's investment intent and access to
information as may be required by the Company to comply with applicable
securities laws. If someone other than Participant exercises the Option,
then such person must submit documentation reasonably acceptable to the
Company that such person has the right to exercise the Option.
4.2 LIMITATIONS ON EXERCISE. The Option may not be exercised
unless such exercise is in compliance with all applicable federal and
state securities laws, as they are in effect on the date of exercise.
The Option may not be exercised as to fewer than 1,000 Shares unless it
is exercised as to all Shares as to which the Option is then exercisable.
4.3 PAYMENT. The Exercise Agreement shall be accompanied by
full payment of the Exercise Price for the Shares being purchased in cash
(by check), or where permitted by law:
(a) by cancellation of indebtedness of the Company to the
Participant;
(b) by surrender of shares of the Company's Common Stock
that either: (1) have been owned by Participant for more than
six (6) months and have been paid for within the meaning of SEC
Rule 144; or (2) were obtained by Participant in the public
market; and, (3) are clear of all liens, claims, encumbrances
or security interests;
(c) by waiver of compensation due or accrued to
Participant for services rendered;
(d) provided that a public market for the Company's stock
exists and subject to the ability of the Participant to sell
Shares in compliance with applicable securities laws:
(i) through a "same day sale" commitment from the
Participant and a broker-dealer that is a member of the
National Association of Securities Dealers (an "NASD
Dealer") whereby the Participant irrevocably elects to
exercise the Option and to sell a portion of the Shares so
purchased in order to pay the Exercise Price, and whereby
the NASD Dealer irrevocably commits upon receipt of such
Shares to forward the Exercise Price directly to the
Company; or
(ii) through a "margin" commitment from the
Participant and an NASD Dealer whereby Participant
irrevocably elects to exercise the Option and to pledge
the Shares so purchased to the NASD Dealer in a margin
account as security for a loan from the NASD Dealer in the
amount of the Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward
the Exercise Price directly to the Company; or
(e) by any combination of the foregoing.
4.4 TAX WITHHOLDING. Prior to the issuance of the Shares upon
exercise of the Option, Participant must pay or provide for any
applicable federal or state withholding obligations of the Company.
4.5 ISSUANCE OF SHARES. Provided that the Exercise Agreement
and payment are in form and substance satisfactory to counsel for the
Company, the Company shall issue the Shares registered in the name of
Participant, Participant's authorized assignee, or Participant's legal
representative, and shall deliver certificates representing the Shares
with the appropriate legends affixed thereto.
5. REPRESENTATIONS AND WARRANTIES OF PARTICIPANT. Participant
----------------------------------------------
hereby represents and warrants that:
(a) The Option granted hereby and the Shares which will be
purchased by and delivered to Participant upon exercise of the Option are
being acquired by Participant for his own account and not with a view to
resale or other disposition thereof.
(b) The Option granted hereunder and any Shares which may be
issued to Participant upon the exercise of the Option are restricted
securities, and are not freely tradeable. Participant will not sell,
transfer, or make any other disposition of this Option or the Shares to
be purchased and delivered to Participant hereunder upon the exercise of
the Option unless and until (i) the 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 Company and declared
effective by the Securities and Exchange Commission (the "SEC"), or (ii)
in the opinion of counsel for the Company, no such registration statement
or post-effective amendment is required, or (iii) the SEC has first
issued a "no action" letter regarding any such proposed disposition of
any Option or the Shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS.
----------------------------------------------
The obligations of the Company to deliver and transfer the Shares to the
Participant upon any exercise of this Option shall be subject to the
following:
(a) The Company may require Participant, as an additional
condition of its obligation to deliver the Shares upon exercise of the
Option hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 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 Shares, 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.
7. NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES.
--------------------------------------------------
If the Option is an ISO, and if Participant sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before
the later of: (1) the date two years after the Date of Grant, and (2) the
date one year after transfer of such Shares to Participant upon exercise
of the Option, Participant immediately shall notify the Company in
writing of such disposition. Participant agrees that Participant may be
subject to income tax withholding by the Company on the compensation
income recognized by Participant from the early disposition by payment in
cash or out of the current wages or other compensation payable to
Participant.
8. COMPLIANCE WITH LAWS AND REGULATIONS.
-------------------------------------
The exercise of the Option and the issuance and transfer of
Shares shall be subject to compliance by the Company and Participant with
all applicable requirements of federal and state securities laws and with
all applicable requirements of any stock exchange on which the Company's
Common Stock may be listed at the time of such issuance or transfer.
9. NONTRANSFERABILITY OF OPTION.
-------------------------------
The Option may not be transferred in any manner other than by
will or by the laws of descent and distribution and may be exercised
during the lifetime of Participant only by Participant. The terms of the
Option shall be binding upon the executors, administrators, successors
and assigns of Participant.
10. PRIVILEGES OF STOCK OWNERSHIP.
----------------------------
Participant shall not have any of the rights of a shareholder
with respect to any Shares until Participant exercises the Option and
pays the Exercise Price.
11. INTERPRETATION.
---------------
Any dispute regarding the interpretation of this Agreement
shall be submitted by Participant or the Company to the Committee for
review. The resolution of such a dispute by the Committee shall be final
and binding on the Company and Participant.
12. ENTIRE AGREEMENT.
-----------------
The Plan is incorporated herein by reference. This Agreement
and the Plan constitute the entire Agreement of the parties and supersede
all prior undertakings and Agreements with respect to the subject matter
hereof.
13. NOTICES.
--------
Any notice required to be given or delivered to the Company
under the terms of this Agreement shall be in writing and addressed to
the Corporate Secretary of the Company at its principal corporate
offices. Any notice required to be given or delivered to Participant
shall be in writing and addressed to Participant at the address indicated
above or to such other address as such party may designate in writing
from time to time to the Company. All notices shall be deemed to have
been given or delivered upon: personal delivery; three (3) days after
deposit in the United States mail by certified or registered mail (return
receipt requested); one (1) business day after deposit with any return
receipt express courier (prepaid); or one (1) business day after
transmission by rapifax or telecopier.
14. SUCCESSORS AND ASSIGNS.
------------------------
The Company may assign any of its rights under this Agreement.
This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the Company. Subject to the restrictions on
transfer set forth herein, this Agreement shall be binding upon
Participant and Participant's heirs, executors, administrators, legal
representatives, successors and assigns.
15. GOVERNING LAW.
--------------
This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware.
16. ACCEPTANCE.
-----------
Participant hereby acknowledges receipt of a copy of the Plan
and this Agreement. Participant has read and understands the terms and
provisions thereof, and accepts the Option subject to all the terms and
conditions of the Plan and this Agreement. Participant acknowledges that
there may be adverse tax consequences upon exercise of the Option or
disposition of the Shares and that Participant should consult a tax
adviser prior to such exercise or disposition.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed in duplicate by its duly authorized representative and
Participant has executed this Agreement in duplicate as of the Effective
Date.
CADIZ LAND COMPANY, INC. PARTICIPANT:
By:______________________ _____________________________
(Signature) Signature)
________________________ _____________________________
(Please print name) (Please print name)
_________________________ _____________________________
(Please print title) (Please print title)
EXHIBIT A
STOCK OPTION EXERCISE AGREEMENT
In such form as is deemed appropriate from time to time by the
Company and which is not inconsistent with the Plan.
EXHIBIT 4.7
1997 STOCK BONUS PLAN
March 24, 1997
Mr. Keith Brackpool
Chief Executive Officer
Cadiz Land Company, Inc.
1330 Parkview Avenue
Manhattan Beach, CA 90266
Re:Bonus Grant of 125,000 Restricted Shares of Common Stock
Dear Keith:
In consideration of the services rendered by you on behalf of the Company
in connection with the Company's acquisition of Sun World International,
Inc., as of this date the independent members of the Board of Directors
adopted the resolutions attached hereto, thereby granting to you as a
bonus, a total of 125,000 restricted shares of the Company's Common Stock.
The shares vest as follows:
No. of Shares Vesting Date
------------ ---------------------------------------------
50,000 Upon the completion of the refinancing of
the Company's Sun World International, Inc.
secured debt.
25,000 September 12, 1997 - Conditioned upon
employment as of said date.
25,000 September 12, 1998 - Conditioned upon
employment as of said date.
25,000 September 12, 1999 - Conditioned upon
employment as of said date.
As indicated, except for those shares which are conditioned upon the
refinancing of the Sun World debt, it is understood that vesting of such
shares is contingent upon your employment by the Company as its Chief
Executive Officer as of each of such dates.
If for any reason you are terminated by the Company without cause prior to
the vesting of any of the aforementioned shares, all of such shares shall
immediately vest.
Please confirm your agreement to the matters set forth above by signing in
the space provided below on the enclosed copy of this letter.
Very truly yours,
/s/Dwight Makins
--------------------
Dwight Makins
Director
APPROVED AND AGREED TO THIS
24th DAY OF MARCH 1997
By: /s/ Keith Brackpool
------------------------
Keith Brackpool
EXHIBIT 5.1
September 12, 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 12, 1997 ("Registration Statement")
relating to the offer and sale of 3,000,000 shares (the "Option Shares") of
the Company's $0.01 par value common stock ("Common Stock") issuable upon
exercise of options (the "Options") issued or issuable under the Company's
1996 Stock Option Plan (the "Option Plan"), 997,500 Options issuable
under the Option Plan, and 75,000 shares (the "Bonus Shares") of the
Company's Common Stock issuable under the Company's 1997 Stock Bonus Plan
(the "Bonus Plan").
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 Options, when issued
pursuant to the terms of the Option Plan, the Option Shares, when issued
pursuant to the Options and Option Plan, and the Bonus Shares, when issued
pursuant to the terms of the Bonus Plan, 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
EXHIBIT 23.1
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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 12, 1997
