form_424b7.htm
Filed
Pursuant to Rule 424(b)(7)
Registration
Statement No.
333-138674
Prospectus
Supplement
(To
Prospectus Dated November 14, 2006)
---------------------------
PROSPECTUS
SUPPLEMENT
---------------------------
CADIZ
INC.
50,000
Shares of Common Stock
---------------------------
This
prospectus supplement revises and
supplements the prospectus dated November 14, 2006 (the “Prospectus”)
covering resales from time to time by the Selling Stockholders (as defined
in
the Prospectus) of shares of common stock of Cadiz Inc. The Selling Stockholders
may use this prospectus supplement, together with the Prospectus to which it
relates, to resell from time to time the shares of our common stock issued
to
them. Additional Selling Stockholders may be named by future prospectus
supplements.
This
prospectus supplement should be
read in conjunction with the Prospectus, which is to be delivered with this
prospectus supplement. This prospectus supplement is qualified by reference
to
the Prospectus except to the extent that the information in this prospectus
supplement updates and supersedes the information contained in the
Prospectus.
Neither
the Securities and Exchange
Commission nor any state securities commission has approved or disapproved
of
these securities or passed upon the adequacy or accuracy of this prospectus
supplement. Any representation to the contrary is a criminal
offense.
---------------------------
You
should rely only on the information
contained in this prospectus supplement and the prospectus to which it refers.
We have not authorized any other person to provide you with different or
additional information. If anyone provides you with different or additional
information, you should not rely on it. We are not making an offer to sell
these
securities in any jurisdiction where the offer or sale is not permitted. You
should assume that the information appearing in this prospectus supplement
and
the prospectus to which it refers is accurate only as of their respective
dates.
---------------------------
The
date
of this prospectus supplement is January 31, 2008.
The
selling stockholder table, appearing under the heading “Selling Stockholders” in
the Prospectus, is revised and supplemented by the information in the following
table.
|
Name
|
Position
in the Company
|
Number
of Shares Owned (1)
|
Number
of Shares to Be Offered (2)
|
Number
of Shares to Be Owned After the Offering (3)
|
|
Murray
Hutchison
|
Director
|
11,085
|
11,085(4)
|
-0-
|
|
Timothy
J. Shaheen
|
Director
|
11,735
|
3,245(5)
|
8,490
|
|
Raymond
J. Pacini
|
Director
|
2,386
|
2,386(6)
|
-0-
|
|
Stephen
J. Duffy
|
Director
|
876
|
876
|
-0-
|
|
Winston
H. Hickox
|
Director
|
657
|
657
|
-0-
|
|
Geoffrey
T. Grant
|
Director
|
438(7)
|
438
|
-0-
|
(1)
Represents shares beneficially owned by the named individual, including shares
that such person has the right to acquire within 60 days of the date of this
prospectus supplement. Unless otherwise noted, all persons referred to above
have sole voting and sole investment power.
(2) Includes
all Shares issued to date to the named Selling Stockholders under the Plan.
All
of such Shares are being registered under the registration statement of which
this prospectus supplement is a part.
(3) Does
not constitute a commitment to sell any or all of the stated number of Shares
of
Common Stock. The number of Shares offered shall be determined from time to
time
by each Selling Stockholder at his or her sole discretion.
(4) 10,209
of such shares were originally set forth in the selling stockholder table in
the
Prospectus and the remaining 876 shares are being added by this prospectus
supplement.
(5) 2,369
of such shares were originally set forth in the selling stockholder table in
the
Prospectus and the remaining 876 shares are being added by this prospectus
supplement.
(6) 1,510
of such shares were originally set forth in the selling stockholder table in
the
Prospectus and the remaining 876 shares are being added by this prospectus
supplement.
(7) According
to correspondence with Peloton Partners LLP, Mr. Grant is Chief Investment
Officer of Peloton Partners LLP. Peloton Partners LLP conducts the investment
activities of Peloton Partners LP & Peloton Multi-Strategy Master Fund,
which held an aggregate of 3,165,301 shares of Cadiz common stock as of July
24,
2007. This includes the right to purchase 1,780,197 shares of common
stock of Cadiz under the Convertible Term Loan Agreement between Peloton
Partners, Cadiz and Cadiz Real Estate LLC. Mr. Grant disclaims
beneficial ownership of these 3,165,301 shares, and this prospectus supplement
shall not be deemed an admission that Mr. Grant is the beneficial owner of
the
securities for purposes of Section 16 or for any other purpose, except to the
extent of his pecuniary interest therein.