UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 19, 2004
(APRIL 15, 2004)
OMNI ENERGY SERVICES CORP.
(Exact name of registrant as specified in its charter)
LOUISIANA 0-23383 72-1395273
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
4500 NE INTERSTATE 49
CARENCRO, LOUISIANA 70520
(Address of principal executive offices) (Zip Code)
(337) 896-6664
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On April 15, 2004, OMNI Energy Services Corp. (the "Company") announced
that it has entered into a Securities Purchase Agreement (the "Securities
Purchase Agreement") dated as of April 15, 2004, among the Company, Portside
Growth and Opportunity Fund, Provident Premier Master Fund Ltd., Gemini Master
Fund, Ltd. and Manchester Securities Corp.
Pursuant to the terms of the Securities Purchase Agreement, the Company
issued to the investors (i) $5.05 million of 6.5% Convertible Debentures (the
"Debentures") and (ii) Warrants (the "Warrants") representing the right to
purchase in the aggregate 151,500 shares of common stock with an exercise price
of $9.00 per share (subject to adjustment as provided therein).
The Debentures mature in April 2007 and are convertible into shares of
common stock after issuance until the maturity date. The initial conversion
price is $7.20 per share. Interest will accrue on the Debentures at 6.5% per
annum and will be payable quarterly. At the Company's option, and if certain
conditions set forth in the Debentures are satisfied, interest may be paid,
instead of cash, in whole or in part, in shares of common stock. If the interest
is paid in shares of common stock, the shares will be valued at a 5% discount.
The holders may elect to require the Company to repurchase in the aggregate up
to $4.419 million of the Debentures (the "Put Option"). The Put Option may be
exercised in ten (10) consecutive and equal monthly installments commencing the
first (or second, depending on effective registration date) full month following
the date on which a registration statement filed with the Securities and
Exchange Commission, pursuant to the Amended and Restated Registration Rights
Agreement among the Company and the investors, becomes effective. The Company
will have the option to pay cash or, if certain conditions set forth in the
Debentures are satisfied, issue registered common stock with respect to the Put
Option. If the Company elects to pay the Put Option with registered common
stock, the underlying shares will be valued at a 12.5% discount to the average
trading price of the Company common stock for the applicable pricing period. The
investors also have a mandatory redemption right if an event of default occurs.
The Warrants may be exercised during the five year period beginning on
the date that is six months and one day after the date the warrants are issued.
The foregoing discussion is only a summary and is qualified in its
entirety by reference to the Securities Purchase Agreement, the Debenture, the
Warrant, the Omnibus Amendment, the Amended and Restated Registration Rights
Agreement and the press release filed as exhibits hereto and incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
Exhibit Number Description
4.1 Form of 6.5% Convertible Debenture, dated as of April 15,
2004, among the Company and certain accredited investors (with
attached schedule of parties and terms thereto).
4.2 Form of Warrant to Purchase Common Stock, dated as of April
15, 2004, among the Company and certain accredited investors
exercisable at $9.00 per share (with attached schedule of
parties and terms thereto).
4.3 Omnibus Amendment, dated as of April 15, 2004, by and among
the Company and certain accredited investors listed therein.
10.1 Securities Purchase Agreement, dated as of April 15, 2004, by
and among the Company and certain accredited investors listed
therein.
10.2 Amendment No. 1 to Registration Rights Agreement, dated as of
April 12, 2004, by and among the Company and certain
accredited investors listed therein.
10.3 Amended and Restated Registration Rights Agreement, dated as
of April 15, 2004, by and among the Company and certain
accredited investors listed therein.
99.1 Press Release dated as of April 15, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OMNI ENERGY SERVICES CORP.
Dated: April 19, 2004
By: /s/ G. Darcy Klug
-----------------------
G. Darcy Klug
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Form of 6.5% Convertible Debenture, dated as of April 15, 2004, among
the Company and certain accredited investors (with attached schedule of
parties and terms thereto).
4.2 Form of Warrant to Purchase Common Stock, dated as of April 15, 2004,
among the Company and certain accredited investors exercisable at $9.00
per share (with attached schedule of parties and terms thereto).
4.3 Omnibus Amendment, dated as of April 15, 2004, by and among the Company
and certain accredited investors listed therein.
10.1 Securities Purchase Agreement, dated as of April 15, 2004, by and among
the Company and certain accredited investors listed therein.
10.2 Amendment No. 1 to Registration Rights Agreement, dated as of April 12,
2004, by and among the Company and certain accredited investors listed
therein.
10.3 Amended and Restated Registration Rights Agreement, dated as of April
15, 2004, by and among the Company and certain accredited investors
listed therein.
99.1 Press Release dated as of April 15, 2004.