As filed with the Securities and Exchange Commission on December 2, 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 1600
Santa Monica, California 90401
(Address of principal executive offices)
Keith Brackpool
100 Wilshire Boulevard
Suite 1600
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
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Common Stock(1)(2) 60,000 shares $ 7.1875 $ 431,250 $ 127.22
Total $ 431,250 $ 127.22
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(1) All such shares are issuable under the Registrant's 1997 Stock Incentive
Plan.
(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 average of the high and low prices of the
Registrant's Common Stock as reported by Nasdaq for November 25, 1997,
which date is within 5 business days prior to the filing of this
Registration Statement.
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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.
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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, quarterly report on Form 10-Q for the period ended
September 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.
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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 financial statements incorporated in this Registration Statement
by reference to the Transition Report on Form 10-K of Cadiz Land Company,
Inc. for the nine months ended December 31, 1996 have been so incorporated
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.
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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.
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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.
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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 Santa Monica, State of
California, on the 2nd day of December 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 December 2, 1997
- ---------------------- and Director
Dwight W. Makins
/s/ Keith Brackpool Chief Executive Officer December 2, 1997
- ------------------------ and Director
Keith Brackpool (Principal Executive Officer)
Russ Hammond Director
Stephen D. Weinress Director
/s/ Murray H. Hutchison Director December 2, 1997
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Murray H. Hutchison
/s/ Stanley E. Speer Chief Financial Officer December 2, 1997
- ------------------------- (Principal Financial and
Stanley E. Speer Accounting Officer)
EXHIBIT 5.1
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December 2, 1997
Cadiz Land Company, Inc.
100 Wilshire Boulevard
Suite 1600
Santa Monica, California 90401-1111
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 December 2, 1997 ("Registration Statement")
relating to the offer and sale of 60,000 shares (the "Incentive Shares")
of the Company's $0.01 par value common stock ("Common Stock") issuable
under the Company's 1997 Stock Incentive Plan (the "Incentive 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 Incentive Shares, when
issued pursuant to the terms of the Incentive 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 United States.
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 Cadiz Land Company,
Inc.'s Transition Report on Form 10-K for the nine months ended
December 31, 1996. We also consent to the reference to us under the
heading "Experts" in such Registration Statement.
/s/ Price Waterhouse LLP
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Price Waterhouse LLP
Los Angeles, California
November 26, 1997
