-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QiRbkG15/I/zCCcECA7knSrFx5ICF0yow0WVWQx8zB/uFwuU25li3rpzRJfcxtrs sW718w2aURAlJUhVo6cmZg== 0001144204-10-058010.txt : 20101105 0001144204-10-058010.hdr.sgml : 20101105 20101105172544 ACCESSION NUMBER: 0001144204-10-058010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101105 DATE AS OF CHANGE: 20101105 GROUP MEMBERS: LAMPE, CONWAY, & CO., LLC GROUP MEMBERS: LC CAPITAL ADVISORS LLC GROUP MEMBERS: LC CAPITAL INTERNATIONAL LLC GROUP MEMBERS: LC CAPITAL PARTNERS, LP. GROUP MEMBERS: RICHARD F. CONWAY GROUP MEMBERS: STEVEN G. LAMPE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CADIZ INC CENTRAL INDEX KEY: 0000727273 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 770313235 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35468 FILM NUMBER: 101169812 BUSINESS ADDRESS: STREET 1: 550 SOUTH HOPE STREET STREET 2: SUITE 2850 CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-271-1600 MAIL ADDRESS: STREET 1: 550 SOUTH HOPE STREET STREET 2: SUITE 2850 CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER COMPANY: FORMER CONFORMED NAME: CADIZ LAND CO INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC AGRICULTURAL HOLDINGS INC DATE OF NAME CHANGE: 19920602 FORMER COMPANY: FORMER CONFORMED NAME: ARIDTECH INC DATE OF NAME CHANGE: 19880523 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LC CAPITAL MASTER FUND LTD CENTRAL INDEX KEY: 0001222051 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O LAMPE CONWAY & CO LLC STREET 2: 730 FIFTH AVENUE STE 1002 CITY: NEW YORK STATE: NY ZIP: 10019-4105 BUSINESS PHONE: 2125818989 MAIL ADDRESS: STREET 1: C/O TRIDENT FUND SERVICES (BVI) LIMITED STREET 2: PO BOX 146, WATERFRONT DR, WICKHAMS CAY CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 00000 SC 13D/A 1 v201229_sc13da.htm Unassociated Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
 
CADIZ, INC.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
127537207
(CUSIP Number)
 
Lampe, Conway & Co., LLC
680 Fifth Avenue — 12th Floor
New York, New York 10019-5429
Tel: (212) 581-8989
 
(Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications)
 
October 28, 2010
(Date of Event which Requires Filing of this Statement)

 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 

 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 127537207
 
1
NAMES OF REPORTING PERSONS
 
LC Capital Master Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
o
(b)
x 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (see instructions)
 
OO (See Item 3)
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
 
 
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
REPORTING
PERSON
 
WITH
 
7
SOLE VOTING POWER
0.00
8
SHARED VOTING POWER
2,464,483
9
SOLE DISPOSITIVE POWER
0.00
10
SHARED DISPOSITIVE POWER
2,464,483
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,464,483  (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
o 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.0% (2)
14
TYPE OF REPORTING PERSON (see instructions)
 
CO
(1) See Item 5(b) below.
(2) See Item 5(b) below.


CUSIP No. 127537207
 
1
NAMES OF REPORTING PERSONS
 
LC Capital Partners, LP.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
o
(b)
x 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (see instructions)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
 
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
REPORTING
PERSON
 
WITH
 
7
SOLE VOTING POWER
0.00
8
SHARED VOTING POWER
2,464,483
9
SOLE DISPOSITIVE POWER
0.00
10
SHARED DISPOSITIVE POWER
2,464,483
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,464,483
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
o 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.0%
14
TYPE OF REPORTING PERSON (see instructions)
 
PN, HC

CUSIP No. 127537207
 
1
NAMES OF REPORTING PERSONS
 
LC Capital Advisors LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
o
(b)
x 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (see instructions)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
 
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
REPORTING
PERSON
 
WITH
 
7
SOLE VOTING POWER
0.00
8
SHARED VOTING POWER
2,464,483
9
SOLE DISPOSITIVE POWER
0.00
10
SHARED DISPOSITIVE POWER
2,464,483
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,464,483
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
o 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.0%
14
TYPE OF REPORTING PERSON (see instructions)
 
OO, HC
 

CUSIP No. 127537207
 
1
NAMES OF REPORTING PERSONS
 
Lampe, Conway, & Co., LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
o
(b)
x 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (see instructions)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
 
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
REPORTING
PERSON
 
WITH
 
7
SOLE VOTING POWER
0.00
8
SHARED VOTING POWER
2,464,483
9
SOLE DISPOSITIVE POWER
0.00
10
SHARED DISPOSITIVE POWER
2,464,483
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,464,483
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
o 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.0%
14
TYPE OF REPORTING PERSON (see instructions)
 
OO, IA
 

CUSIP No. 127537207
 
1
NAMES OF REPORTING PERSONS
 
LC Capital International LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
o
(b)
x 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (see instructions)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
 
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
REPORTING
PERSON
 
WITH
 
7
SOLE VOTING POWER
0.00
8
SHARED VOTING POWER
2,464,483
9
SOLE DISPOSITIVE POWER
0.00
10
SHARED DISPOSITIVE POWER
2,464,483
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,464,483
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
o 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.0%
14
TYPE OF REPORTING PERSON (see instructions)
 
OO, IA
 

CUSIP No. 127537207
 
1
NAMES OF REPORTING PERSONS
 
Steven G. Lampe
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
o
(b)
x 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (see instructions)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
 
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
REPORTING
PERSON
 
WITH
 
7
SOLE VOTING POWER
0.00
8
SHARED VOTING POWER
2,609,991
9
SOLE DISPOSITIVE POWER
0.00
10
SHARED DISPOSITIVE POWER
2,609,991
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,609,991
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
o 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.0%
14
TYPE OF REPORTING PERSON (see instructions)
 
IN
 

CUSIP No. 127537207
 
1
NAMES OF REPORTING PERSONS
 
Richard F. Conway
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
o
(b)
x 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (see instructions)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
 
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
REPORTING
PERSON
 
WITH
 
7
SOLE VOTING POWER
0.00
8
SHARED VOTING POWER
2,464,483
9
SOLE DISPOSITIVE POWER
0.00
10
SHARED DISPOSITIVE POWER
2,464,483
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,464,483
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
o 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.0%
14
TYPE OF REPORTING PERSON (see instructions)
 
IN
 

CUSIP No. 127537207
 
EXPLANATORY NOTE

This Schedule 13D amends the Schedule 13D originally filed on October 28, 2010 by and on behalf of the Reporting Persons, as defined below, (the “Initial Filing”).  This Schedule 13D speaks as of the date of the Initial Filing and does not reflect events occurring after the date of the Initial Filing.

The Reporting Persons hereby correct the following errors contained in the Initial Filing:

·  
The number of shares beneficially owned was erroneously reported as 19,130,877 for all Reporting Persons, except Steven G. Lampe which was reported as 19,275,176, and should have been reported as 2,464,483 and 2,609,991, respectively.

·  
The percentage of shares beneficially owned was erroneously reported as 58.3% for all Reporting Persons, except Steven G. Lampe which was reported as 58.6%, and should have been reported as 16.0% and 17.0%, respectively.
 
 
Item 1.
Security and Issuer.
   
 
Common stock of Cadiz Inc., a Delaware corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 550 S. Hope Street, Suite 2850, Los Angeles, California 90071.
   
Item 2.
Identity and Background.
   
(a)
LC Capital Master Fund, Ltd. (the “Master Fund”)
LC Capital Partners, LP (“Partners”)
LC Capital Advisors LLC (“Advisors”)
Lampe, Conway & Co., LLC (“LC&C”)
LC Capital International LLC (“International”)
Steven G. Lampe (“Lampe”)
Richard F. Conway (“Conway”) (collectively, the “Reporting Person(s)”)
 
Set forth in Annex A attached hereto and incorporated herein by reference is a listing of the directors, general partners, managing members or controlling person of the Reporting Persons (collectively, the “Covered Persons”), and sets forth the principal occupation, citizenship and principal place of business of each Covered Person.
   
(b)
The principal business address for the Master Fund is:
 
c/o Trident Fund Services (B.V.I.) Limited
P.O. Box 146
Waterfront Drive
Wickhams Cay
Road Town, Tortola
British Virgin Islands
 
The principal business address for each other Reporting Person other than the Master Fund is:
 
c/o Lampe, Conway & Co., LLC
680 Fifth Avenue—12th Floor
New York, New York 10019
   
(c)
The principal business of the Master Fund is investing in securities.  The principal business of Partners is to serve as a fund through which the assets of its Partners will be utilized to invest in mispriced and undervalued securities.  The principal business of Advisors is to provide financial and investment advisory services.  The principal business of LC&C is providing investment advice.  The principal business of International is investment advisor to LC Capital Master Fund, Ltd.  The principal occupation of Lampe and Conway is investment management.
   
(d), (e)
None of the Reporting Persons, nor to the best of their knowledge, any persons listed in the Annex hereto, has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
   
(f)
The place of organization or citizenship, as applicable, of each Reporting Person is as follows (the citizenship of each Covered Person is listed on Annex A hereto and incorporated by reference):
 
LC Capital Master Fund, Ltd.—Cayman Islands company
LC Capital Partners, LP—Delaware limited partnership
LC Capital Advisors LLC—Delaware limited liability company
Lampe, Conway & Co. LLC—Delaware limited liability company
LC Capital International LLC—Delaware limited liability company
Steven G. Lampe—United States citizen
Richard F. Conway—United States citizen
 
1

CUSIP No. 127537207
 
Item 3.
Source and Amount of Funds or Other Consideration.
   
 
The description contained herein amends and restates in its entirety Item 3 to the Initial Filing.
 
1,588,111 shares of common stock that are the subject of this filing on Schedule 13D were issued in consideration for lending transactions (and subsequent amendments to the terms thereof) by Master Fund to Cadiz, Inc. pursuant to a Credit Agreement, by and among the Issuer, Cadiz Real Estate LLC (together with the Issuer, collectively, the “Borrower”), Master Fund, as administrative agent, and the lenders from time to time party thereto, dated as of June 26, 2006 (the “Credit Agreement”), and were issued as Convertible Tranche Term Loans.  On October 19, 2010, the parties to the Credit Agreement entered into the Amendment No. 3 to Credit Agreement and Amendment No. 2 to Registration Rights Agreement (the “Amendment”).  Pursuant to the Amendment, the Credit agreement, which was previously comprised of Tranches A-1, A-2 and B, was amendment such that it is now comprised of Tranches A-1, A−2a, A-2b, B-1, B-3a, B-3b and C-1 (and solely at the election of the Borrower, Tranches B-2 and C-2).  Immediately prior to the Amendment, the Credit Agreement provided Master Fund, as a lender thereunder, the right at the election of Master Fund, at any time from time to time, to convert the initial principal amount of Tranche A-1 and the accreted principal amount of Tranche A-2 and Tranche B into Common Stock.  Pursuant to the Amendment, in exchange for the cancellation of the Tranches A-2 and B convertible term loans, the Master Fund received Tranches A-2a, A-2b, B-1 B-3a and B-3b with the right, at its election, at any time from time to time, to convert the accreted principal amount of Tranches A-2a, B-1 and B-3a into Common Stock.
 
In addition, in November 2008,  288,000  shares of Common Stock  and  96,000 Warrants to purchase Common Stock were purchased for an aggregate consideration of   $3,024,000.    In October 2009,  62,640 shares of Common Stock and 20,880 Warrants to purchase Common Stock were purchased for an aggregate consideration of $ 657,720.  In November 2009, Warrants were exercised for 96,000 shares of Common Stock for an aggregate exercise price of $1,200,000. In November 2004, 250,000 shares were purchased in a privately negotiated transaction for an aggregate consideration of $3,000,000 and between 2006 and 2007, 62,852 shares of Common Stock were purchased in open market transactions.   The funding for these transactions was from partnership funds.  The funds used to acquire the 145,508 shares of Common Stock held by Steven G. Lampe were from personal funds.
   
Item 4.
Purpose of Transaction.
   
 
 
 
 
 
 
 
 
 
 
 
The description contained herein amends and restates in its entirety Item 4 to the Initial Filing.

The Shares that are the subject of this filing were purchased for the purpose of making an investment in the Issuer.
 
As noted above, the Shares that were acquired during the past 60 days were acquired from Cadiz in connection with lending transactions (and subsequent amendments to the terms thereof) by Master Fund to Cadiz, Inc. pursuant to a Credit Agreement, by and among Cadiz Real Estate LLC (together with the Issuer, collectively, the “Borrower”) and the lenders from time to time party thereto, dated as of June 26, 2006 (the “Credit Agreement”) and were issued as Convertible Tranche Term Loans. As noted above, the Reporting Persons have entered into the Amendment pursuant to which the Reporting Persons have relinquished their conversion rights in connection with the cancellation of Tranches A-2 and B in exchange for the issuance of Tranches A-2a, A-2b, B-1, B-3a, B-3b and C-1 with the applicable conversions rights, if any.  For so long as any loans made pursuant to the Credit Agreement remain outstanding, Master Fund shall have the right to appoint up to two independent directors to the Board of Directors of the Issuer.
 
The Reporting Persons acquired the shares for investment purposes and do not have a present intent to acquire or influence control over the business of Cadiz, Inc. The Reporting Persons may, from time to time, acquire additional shares or dispose of some or all of their shares or may continue to hold the shares, depending on business and market conditions, their continuing evaluation of the business and prospects of Cadiz, Inc. and other factors. Other than as set forth in this Item 4, the Reporting Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
   
Item 5.
Ownership.
   
 
The description contained herein amends and restates in its entirety Item 5 to the Initial Filing.

The number of outstanding shares of Common Stock used herein is based on (i) 13,677,772 shares of Cadiz, Inc. Common Stock outstanding as set forth in the Issuer’s Form 10-Q filed on August 6, 2010, (ii) 116,880 shares of Cadiz, Inc. Common Stock issuable upon exercise of certain warrants issued to Master Fund,  (iii) 1,583,028 shares of Cadiz, Inc. Common Stock issuable upon conversion of Tranches A-2a, B-1 and B-3a into Cadiz, Inc. Common Stock, and (iv) 5,083 shares of Common Stock issuable as interest accrued within 60 days of the date of acquisition the shares in (iii) above.
 
2

CUSIP No. 127537207
 
   
(a)  
Amount beneficially owned:
   
 
LC Capital Master Fund, Ltd.—2,464,483
LC Capital Partners, LP—2,464,483
LC Capital Advisors LLC—2,464,483
Lampe, Conway & Co. LLC—2,464,483
LC Capital International LLC—2,464,483
Steven G. Lampe—2,609,991
Richard F. Conway—2,464,483
   
 
Percent of class:
   
 
LC Capital Master Fund, Ltd.—16.0%
LC Capital Partners, LP—16.0%
LC Capital Advisors LLC—16.0%
Lampe, Conway & Co. LLC—16.0%
LC Capital International LLC—16.0%
Steven G. Lampe—17.0%
Richard F. Conway—16.0%
   
(b)  
Number of shares as to which such person has
   
 
(i) Sole power to vote or to direct the vote:
   
 
LC Capital Master Fund, Ltd.—0
LC Capital Partners, LP—0
LC Capital Advisors LLC—0
Lampe, Conway & Co. LLC—0
LC Capital International LLC—0
Steven G. Lampe—145,508
Richard F. Conway—0
   
 
(ii) Shared power to vote or to direct the vote:
   
 
LC Capital Master Fund, Ltd.—2,464,483
LC Capital Partners, LP—2,464,483
LC Capital Advisors LLC—2,464,483
Lampe, Conway & Co. LLC—2,464,483
LC Capital International LLC—2,464,483
Steven G. Lampe—2,464,483
Richard F. Conway—2,464,483
   
 
(iii) Sole power to dispose or to direct the disposition of:
   
 
LC Capital Master Fund, Ltd.—0
LC Capital Partners, LP—0
LC Capital Advisors LLC—0
Lampe, Conway & Co. LLC—0
LC Capital International LLC—0
Steven G. Lampe—145,508
Richard F. Conway—0
   
 
(iv) Shared power to dispose or to direct the disposition of:
   
 
LC Capital Master Fund, Ltd.—2,464,483
LC Capital Partners, LP—2,464,483
LC Capital Advisors LLC—2,464,483
Lampe, Conway & Co. LLC—2,464,483
LC Capital International LLC—2,464,483
Steven G. Lampe—2,464,483
Richard F. Conway—2,464,483
 
3

CUSIP No. 127537207
 
   
 
Each Reporting Person, other than Master Fund, specifically disclaims beneficial ownership in the shares of common stock reported herein except to the extent of its or his pecuniary interest therein, if any.
   
(c)  
The Reporting Persons did not effect any transactions in the securities of the Issuer during the past 60 days other than those described in this Form 13-D.
   
(d)  
Except as set forth in the Schedule 13D, no person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares reported in this Schedule 13D.
   
(e)  
Not applicable.
   
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
   
 
See Items 3 and 4.
   
Item 7.
Material to be Filed as Exhibits.
   
 
Not applicable.
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4

CUSIP No. 127537207
 
Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  November 5, 2010

   
LC CAPITAL MASTER FUND, LTD.
   
By:        /s/ Richard F. Conway
   
Name: Richard F. Conway
Title: Director
     
   
LC CAPITAL PARTNERS
   
By:        LC Capital Advisors LLC, its General Partner
     
   
By:        /s/ Richard F. Conway
   
Name: Richard F. Conway
Title:   Managing Member
     
   
LC CAPITAL ADVISORS
   
By:        /s/ Richard F. Conway
   
Name: Richard F. Conway
Title:   Managing Member
     
   
LAMPE, CONWAY & CO., LLC
   
By:        /s/ Richard F. Conway
   
Name: Richard F. Conway
Title:   Managing Member
     
     
   
LC CAPITAL INTERNATIONAL LLC
   
By:        /s/ Richard F. Conway
   
Name: Richard F. Conway
Title:   Managing Member
     
   
By:         /s/ Richard F. Conway
     
   
Name:  Richard F. Conway
     
   
By:         /s/ Steven G. Lampe
     
   
Name:  Steven G. Lampe
 
5

CUSIP No. 127537207
 
ANNEX A

MANAGERS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS

The following sets forth the name, principal occupation, citizenship and principal place of business of the directors, general partners, managing members or controlling persons of the Reporting Persons indicated below.


LC Capital Master Fund, Ltd.
Name
Title or Relationship with Reporting Person
Principal Occupation or Employment
Citizenship/Place of Incorporation
Principal Place of Business
Richard F. Conway
Director
Investment
Management
United States
(1)
Don Seymour
Director
Managing Director of dms Management Ltd., dms House, 20 Genesis Close, P.O. Box 31910, Grand Cayman KY1-1208, Cayman Islands
 
Cayman Islands
c/o dms Management Ltd., dms House, 20 Genesis Close, P.O. Box 31910, Grand Cayman KY1-1208, Cayman Islands
Peter Young
Director
President and Chief Operating Officer of Advanced Fund Administration
(Cayman) Ltd., 122 Mary Street, 5th Floor, Zephyr House, P.O. Box 1748, Grand Cayman, KY1-1109, CAYMAN ISLANDS
Cayman Islands
c/o Advanced Fund Administration
(Cayman) Ltd., 122 Mary Street, 5th Floor, Zephyr House, P.O. Box 1748, Grand Cayman, KY1-1109, CAYMAN ISLANDS


LC Capital Partners, LP
Name
Title or Relationship with Reporting Person
Principal Occupation or Employment
Citizenship/Place of Incorporation
Principal Place of Business
LC Capital Advisors LLC
General Partner
Providing Investment Advice
Delaware
(1)


LC Capital Advisors LLC
Name
Title or Relationship with Reporting Person
Principal Occupation or Employment
Citizenship/Place of Incorporation
Principal Place of Business
Steven G. Lampe
Managing Member
Investment Management
United States
(1)
Richard F. Conway
Managing Member
Investment Management
United States
(1)

Lampe, Conway & Co., LLC
Name
Title or Relationship with Reporting Person
Principal Occupation or Employment
Citizenship/Place of Incorporation
Principal Place of Business
Steven G. Lampe
Managing Member
Investment Management
United States
(1)
Richard F. Conway
Managing Member
Investment Management
United States
(1)
 
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CUSIP No. 127537207
 
LC  Capital International LLC
Name
Title
Principal Occupation or Employment
Citizenship/Place of Incorporation
Principal Place of Business
Steven G. Lampe
Managing Member
Investment Management
United States
(1)
Richard F. Conway
Managing Member
Investment Management
United States
(1)

(1)  c/o Lampe, Conway & Co., LLC, 680 Fifth Avenue—12th Floor, New York, New York 10019.

Additionally, (i) Partners beneficially owns one third of the outstanding shares of the Master Fund; (ii) LC&C acts as investment manager to Partners and the Master Fund pursuant to certain investment management agreements, and as a result of such agreements, LC&C shares voting and dispositive power over the reported securities; (iii) International acts as investment advisor to the Master Fund pursuant to an investment advisory agreement and, as a result, International shares voting and dispositive power over the reported securities; and (iv) Mr. Lampe and Mr. Conway act as the sole managing members of each of Advisors, LC&C and International, and, as a result, each of Lampe and Conway may be deemed to control such entity. Accordingly, each of Lampe and Conway may be deemed to have a beneficial interest in the shares by virtue of LC&C’s indirect control of the Master Fund and LC&C’s power to vote and/or dispose of the shares.  Each of Partners, Advisors, LC&C, International, Lampe and Conway disclaims beneficial ownership of the shares except to the extent of his respective pecuniary interest, if any, therein.

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