As filed with the Securities and Exchange Commission on December 18, 2003.
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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OMNI ENERGY SERVICES CORP.
(Exact name of registrant as specified in its charter)
LOUISIANA 72-1395273
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4500 NE EVANGELINE THWY.
CARENCRO, LOUISIANA 70520
(337) 896-6664
(Name,address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
G. DARCY KLUG WITH COPY TO: DAVID F. TAYLOR
OMNI ENERGY SERVICES CORP LOCKE LIDDELL & SAPP LLP
4500 NE EVANGELINE THWY. 600 TRAVIS, 32ND FLOOR
CARENCRO, LOUISIANA 70520 HOUSTON, TEXAS 77002
(337) 896-6664 (713) 226-1496 FAX: (713) 223-3717
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
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Common Stock, $0.01 par value per share 5,098,685 shares(3) $4.27 $21,771,385 $1,762
==============================================================================================================================
(1) Also registered hereby are such additional and indeterminable number of
shares as may be issuable due to adjustments for changes resulting from
stock dividends, stock splits and similar changes.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low prices per share of the Common Stock as
reported on the Nasdaq National Market on December 15, 2003.
(3) Includes 3,333,333 shares of Common Stock that may be sold by the selling
shareholders following conversion of 7,500 shares of the Registrant's
outstanding Series A Preferred Stock and 1,226,666 shares of Common Stock
that may be sold by the selling shareholders following conversion of 4,600
shares of the Registrant's outstanding Series B Preferred Stock.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THE SELLING SHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
Subject to completion, dated December 18, 2003
PROSPECTUS
OMNI ENERGY SERVICES CORP.
COMMON STOCK
This prospectus relates to 5,098,685 outstanding shares of our common
stock (which amount includes 3,333,333 shares of Common Stock issuable upon
conversion of 7,500 shares of our outstanding Series A Preferred Stock and
1,226,666 shares of Common Stock that may be sold by the selling shareholders
following conversion of 4,600 shares of the Registrant's outstanding Series B
Preferred Stock) that are owned by the persons named in this prospectus under
the caption "Selling Shareholders."
The selling shareholders may from time to time offer all or a portion
of these shares of common stock through public or private transactions on the
Nasdaq National Market or such other securities exchange on which our common
stock is traded at the time of the sale. The selling shareholders may sell these
shares of common stock at prevailing market prices or at privately negotiated
prices either directly or through agents, broker dealers or otherwise. You may
find more information concerning how the selling shareholders may sell these
shares under the caption "Plan of Distribution."
The selling shareholders will receive all of the net proceeds from the
sale of the shares of common stock offered by this prospectus. We are paying all
of the expenses of registration incurred in connection with this offering, but
the selling shareholders will pay all selling and other expenses.
Our common stock is traded on the Nasdaq National Market under the
symbol "OMNI." On December 15, 2003, the last reported sale price of our common
stock on the Nasdaq National Market was $4.39 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR INFORMATION THAT YOU SHOULD
CONSIDER BEFORE PURCHASING THESE SHARES.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED ON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS AND ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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THIS DATE OF THIS PROSPECTUS IS DECEMBER __, 2003.
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FORWARD-LOOKING STATEMENTS
Certain statements included in this prospectus and in the documents
that we have incorporated by reference that are not historical facts are
intended to be "forward-looking statements." Forward-looking statements in this
prospectus are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements may
include statements that relate to:
o our business plans or strategies, and projected or anticipated
benefits or other consequences of such plans or strategies;
o our objectives;
o projected and anticipated benefits from future or past
acquisitions; and
o projections involving anticipated capital expenditures or
revenues, earnings or other aspects of capital projects or
operating results.
Forward-looking statements generally can be identified by the use of
words such as "may," "will," "expect," "intend," "estimate," "anticipate" or
"believe" or similar language.
Forward-looking statements are not guarantees of future performance and
all phases of our operations are subject to a number of uncertainties, risks and
other influences, many of which are beyond our control. Any one of such
influences, or a combination, could materially affect the results of our
operations and the accuracy of the forward-looking statements that we make.
You are cautioned that all forward-looking statements involve risks
associated with OMNI's dependence on activity in the oil and gas industry, labor
shortages, international expansion, dependence on significant customers,
seasonality and weather risks, competition, technological evolution and other
risks detailed in the Company's filings with the Securities and Exchange
Commission. Additional important factors that could cause actual results to
differ materially from the anticipated results or other expectations expressed
in our forward-looking statements are discussed under the caption "Risk Factors"
below. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date that they are made. We undertake no
obligation to publicly update our forward-looking statements.
RISK FACTORS
You should carefully consider the following risk factors, in addition
to the other information set forth or incorporated by reference in this
prospectus, before purchasing shares of our common stock. Each of these risk
factors could adversely affect our business, operating results and financial
condition, and also adversely affect the value of an investment in our common
stock.
INDUSTRY VOLATILITY MAY ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.
The demand for our services depends on the level of capital
expenditures by oil and gas companies for developmental construction and these
expenditures are critical to our operations. The levels of such capital
expenditures are influenced by:
o oil and gas prices and industry perceptions of future price
levels;
o the cost of exploring for, producing and delivering oil and gas;
o the ability of oil and gas companies to generate capital;
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o the sale and expiration dates of leases in the United States;
o the availability of current geophysical data;
o the discovery rate of new oil and gas reserves; and
o local and international political and economic conditions.
The cyclical nature of the oil and gas industry has a significant
effect on our revenues and profitability. Historically, prices of oil and gas,
as well as the level of exploration and developmental activity, have fluctuated
substantially. This has, in the past, and may, in the future, adversely affect
our business. We are unable to predict future oil and gas prices or the level of
oil and gas industry activity. A prolonged low level of activity in the oil and
gas industry will likely depress development activity, adversely affecting the
demand for our products and services and our financial condition and results of
operations.
OUR GROWTH AND GROWTH STRATEGY INVOLVES RISKS.
We have grown over the last several years through internal growth and
acquisitions of other companies. It will be important for our future success to
manage our rapid growth and this will demand increased responsibility for
management personnel. The following factors could present difficulties to us:
o the lack of sufficient executive-level personnel;
o the successful integration of the operations of American
Helicopters, Inc. including the integration of a management
team with no history of working together;
o increased administrative burdens; and
o increased logistical problems of large, expansive operations.
If we do not manage these potential difficulties successfully, they
could have a material adverse effect on our financial condition and results of
operations.
WE HAVE INCURRED NET LOSSES IN PREVIOUS YEARS.
Our past financial history reflects annual net losses. Our more recent
history, however, reflects annual net incomes. While we hope to continue to
generate increased revenues and profitability, any such increase may not be
sustainable or indicative of future results of operations. We do intend to
continue investing in internal expansion, infrastructure, integration of
acquired companies into our operations and our marketing and sales efforts.
THE DANGERS INHERENT IN OUR OPERATIONS AND THE POTENTIAL LIMITS ON INSURANCE
COVERAGE FOR CERTAIN RISKS COULD EXPOSE US TO POTENTIALLY SIGNIFICANT LIABILITY
COSTS.
Our seismic operations are subject to risks or injury to personnel and
loss of equipment. Our crews often conduct operations in extreme weather, in
difficult terrain that is not easily accessible, and under other hazardous
conditions. In addition, our aviation operations are subject to numerous hazards
inherent in the operation of helicopters and airplanes. These hazards include
adverse weather conditions, crashes, explosions, collisions and fires, all of
which may result in injury to personnel or loss of equipment. We maintain what
we believe is prudent insurance protection. However, we cannot assure that our
insurance will be sufficient or effective under all circumstances. A successful
claim for which we
4
are not fully insured may have a material adverse effect on
our revenues and profitability. We do not carry business interruption insurance
with respect to our operations.
WE OPERATE IN A HIGHLY COMPETITIVE INDUSTRY.
We compete with several other providers of seismic drilling, helicopter
support, permitting and survey services. Competition among seismic contractors
historically has been and will continue to be intense. Competitive factors have
in recent years included price, crew experience, equipment availability,
technological expertise and reputation for quality and dependability. Our
revenues and earnings may be affected by the following factors:
o changes in competitive prices;
o fluctuations in the level of activity and major markets;
o general economic conditions; and
o governmental regulation.
Additionally, certain of our competitors operate more crews than we do
and have substantially greater financial and other resources. These larger and
better financed operators could enjoy an advantage over us if the competitive
environment for contract awards shifts to one characterized principally by
intense price competition.
SEASONALITY AND ADVERSE WEATHER CONDITIONS IN THE REGIONS IN WHICH WE OPERATE
MAY ADVERSELY AFFECT OUR OPERATIONS.
Our operations are directly affected by the weather conditions in the
Gulf of Mexico. Due to seasonal differences in weather patterns, we may operate
more days in the spring, summer and fall periods and less in the winter months.
The seasonality of oil and gas industry activity in the Gulf Coast region also
affects our operations and sales of equipment. Due to exposure to weather, we
generally experience higher drilling activity in the spring, summer and fall
months with the lowest activity in winter months, especially with respect to our
operations in the mountainous regions of the Western United States. The rainy
weather, hurricanes and other storms prevalent in the Gulf of Mexico and along
the Gulf Coast throughout the year may also affect our operations. As a result,
full-year results are not likely to be a direct multiple of any particular
quarter or combination of quarters.
WE ARE DEPENDENT ON KEY PERSONNEL.
Our success depends on, among other things, the continued active
participation of our executive officers and certain of our other key operating
personnel. Our officers and personnel have extensive experience in the domestic
and international oilfield supply industry. The loss of the services of any one
of these persons could impact adversely our ability to implement our expansion
strategy.
WE MAY INCUR ADDITIONAL EXPENDITURES TO COMPLY WITH GOVERNMENTAL REGULATIONS.
Our seismic and aviation operations are subject to extensive
governmental regulation, violations of which may result in civil and criminal
penalties, injunctions and cease and desist orders. These laws and regulations
govern, among other things, operations in wetlands, the handling of explosives
and the operation of commercial aircraft. Although our cost of compliance with
such laws has to date been immaterial, such laws are changed frequently.
Accordingly, it is impossible to predict the cost or impact of such laws on our
future operations. We are also required by various governmental agencies to
obtain certain permits, licenses and certificates. To date, we believe that we
possess all permits, licenses and
5
certificates material to the operation of our business. The loss by us of any of
the licenses required for our operation could have a material adverse effect on
our operations.
We depend on demand for our services from the oil and gas industry, and
this demand may be affected by changing tax laws and oil and gas regulations. As
a result, the adoption of laws that curtail oil and gas production in our areas
of operation may adversely affect us. We cannot determine to what extent our
operations may be affected by any new regulations or changes in existing
regulations.
FUTURE TECHNOLOGICAL ADVANCES COULD IMPAIR OPERATING ASSETS OR REQUIRE
SUBSTANTIAL UNBUDGETED CAPITAL EXPENDITURES.
We compete in providing services in a capital intensive business. The
development of seismic data acquisition and processing equipment has been
characterized by rapid technological advancements in recent years, and this
trend may continue. Manufacturers of seismic equipment may develop new systems
that have competitive advantages over systems now in use that could render our
current equipment obsolete or require us to make significant unplanned capital
expenditures to maintain our competitive position. Under such circumstances,
there can be no assurance that we would be able to obtain necessary financing on
favorable terms.
WE DEPEND ON A FEW SIGNIFICANT CUSTOMERS.
We derive a significant amount of our revenue from a small number of
geophysical companies. Our inability to continue to perform services for a
number of our large existing customers, if not offset by sales to new or other
existing customers could have a material adverse effect on our business and
operations.
ONE SHAREHOLDER HAS SUBSTANTIAL CONTROL OVER OUR AFFAIRS.
Prior to the sale of the shares to be sold by the selling shareholders
pursuant to this prospectus, Advantage Capital Partners and its affiliates
beneficially owned approximately 56.2% of our outstanding common stock. This
percentage includes an aggregate of 538,687 shares of common stock owned by
Advantage Capital Partners and its affiliates and an aggregate of 5,321,110
shares of our common stock that may be issued to Advantage Capital Partners
and its affiliates upon conversion of 7,500 shares of our outstanding Series A
Preferred Stock, 4,600 shares of our outstanding Series B Preferred Stock and
761,110 warrants. Additionally, two members of our board of directors are
affiliates of Advantage Capital Partners. As a result, Advantage Capital
Partners had the ability to substantially influence our management and affairs
and all matters requiring shareholder approval, including the election of
directors and approval of significant corporate transactions, such as a merger,
consolidation or sale of substantially all of our assets. This may have the
effect of delaying, deferring or preventing a change in control, or impeding a
merger or consolidation.
In November and December 2003, Advantage Capital Partners and its
affiliates have sold or intend to sell an aggregate of 2,323,699 shares of our
common stock on the Nasdaq National Market pursuant to Rule 144 at prices and
terms then prevailing or at prices related to the then-current market price. If
the selling shareholders sell those shares and all of the shares being offered
by this prospectus, Advantage Capital Partners and its affiliates will
beneficially own an aggregate of approximately 5.2% of our outstanding common
stock. This percentage includes an aggregate of 761,110 shares of common stock
to be issued upon the exercise of warrants issued at a price of $2.25 per share.
Advantage Capital Partners has agreed to reduce its board representation from
two members to one member effective with the next annual meeting of our
shareholders.
6
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission, or SEC. You may
read and copy any document we file at the SEC's public reference room at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for more information about the public reference room. Our filings
are also available over the Internet at the SEC's website at http://www.sec.gov.
This prospectus is part of a registration statement that we have filed
with the SEC to register the securities offered by this prospectus. The
registration statement contains additional information about us and our
securities. You may inspect the registration statement and exhibits at the SEC's
public reference room or at the SEC's website.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring to those documents. The documents we incorporate by reference are
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this incorporated
information.
We incorporate by reference the documents listed below:
o Our annual report on Form 10-K for the fiscal year ended
December 31, 2002 (filed with the SEC on March 31, 2003) as
amended by Form 10-K/A (filed with the SEC on April 30, 2003);
o Our quarterly reports on Form 10-Q for the quarters ended
March 31, 2003 (filed with the SEC on May 15, 2003) and June 30,
2003 (filed with the SEC on August 14, 2003) and September 30,
2003 (filed with the SEC on November 14, 2003);
o Our current reports on Form 8-K filed with the SEC on August 15,
2003 and September 22, 2003;
o The description of our common stock set forth in our registration
statement on Form 8-A, filed with the SEC on November 17, 1997;
and
o All documents filed by us with the SEC pursuant to Sections 13(a),
14 and 15(d) of the Securities Exchange Act after the date of this
prospectus and prior to the termination of this offering.
We also disclose information about us through current reports on
Form 8-K that are furnished to the SEC to comply with Regulation FD. This
information disclosed in these reports is not considered to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, is not subject to
the liabilities of that section and is not incorporated by reference herein.
At your request, we will provide you with a free copy of any of these
filings (except for exhibits, unless the exhibits are specifically incorporated
by reference into the filing). You may request copies by writing or telephoning
us at:
OMNI Energy Services Corp.
4500 NE Evangeline Thwy.
Carencro, Louisiana 70520
Attn: G. Darcy Klug
(337) 896-6664
7
THE COMPANY
We are an oilfield supply company that specializes in providing an
integrated range of onshore seismic drilling, permitting, survey and helicopter
support services to geophysical companies operating in logistically difficult
and environmentally sensitive terrain in the United States.
Our primary market is the marsh, swamp, shallow water and contiguous
dry land areas along the U.S. Gulf Coast (the "Transition Zone"), primarily in
Louisiana and Texas where we are leading provider of seismic drilling support
services. During the latter part of 1997, we commenced operations in the
mountainous regions of the Western United States. We previously operated in
Canada and South America but in 1999 we ceased these international operations
pending improvements in the international marketplace.
We own and operate a fleet of specialized seismic drilling and
transportation equipment for use in the Transition Zone. We believe we are the
only company that currently can both provide an integral range of seismic
drilling, permitting, survey and helicopter support services in all of the
varied terrain of the Transition Zone and simultaneously support operations for
multiple, large-scale seismic projects. In February 2002, we acquired all of the
assets of AirJac Drilling, a division of Veritas Land DGC. This acquisition
created the largest domestic provider of seismic drilling services to
geophysical companies.
We also maintain a fleet of helicopters, including an inventory of
aviation parts, turbine engines and other miscellaneous flight equipment used in
providing aviation services to our customers. In November 2003, we acquired all
of the outstanding stock of American Helicopters, Inc. and announced the
internal expansion of our aviation fleet.
We are a Louisiana corporation, and the mailing address of our
executive offices is 4500 NE Evangeline Thwy., Carencro, Louisiana 70520. Our
telephone number is (337) 896-6664.
USE OF PROCEEDS
All of the shares of common stock offered hereby are being offered by
the selling shareholders, who will receive all proceeds from such sales. We will
not receive any proceeds from the sale of shares of common stock offered by the
selling shareholders.
SELLING SHAREHOLDERS
This prospectus relates to the offering and sale, from time to time, of
up to 5,098,685 shares of our common stock by the shareholders named in the
table below. All of the selling shareholders acquired their shares of our common
stock, Series A Preferred Stock and Series B Preferred Stock directly from us in
private transactions. The table below sets forth certain information, as of
December 10, 2003 and as adjusted to reflect the sale of the shares offered
hereby, regarding the beneficial ownership of our common stock by all of the
selling shareholders.
The selling shareholders may from time to time offer the shares of
common stock offered by this prospectus. The following table assumes that the
selling shareholders sell all of the shares offered by them in offerings
pursuant to this prospectus, and neither dispose of nor acquire any additional
shares. We do not know when or in what amounts the selling shareholders may
offer shares for resale and we cannot assure you that the selling shareholders
will sell any or all of the shares offered by this prospectus.
8
PERCENTAGE OF
NUMBER OF PERCENTAGE OF OUTSTANDING
SHARES OUTSTANDING NUMBER OF NUMBER OF COMMON STOCK
BENEFICIALLY COMMON STOCK SHARES SHARES BENEFICIALLY
OWNED PRIOR BENEFICIALLY COVERED BY BENEFICIALLY OWNED IF ALL
TO THE OWNED PRIOR TO THIS OWNED AFTER THE OFFERED SHARES
SELLING SHAREHOLDERS OFFERING THE OFFERING PROSPECTUS OFFERING ARE SOLD
------------------------------ --------------- --------------- --------------- --------------- ---------------
Advantage Capital Partners III
Limited Partnership 538,686 3.7% 538,686 0 0
Advantage Capital Partners V
Limited Partnership 44,444 0.3% 44,444(1) 0 0
Advantage Capital Partners VI
Limited Partnership 2,791,733 19.2% 2,236,178(2) 555,555 3.8%
Advantage Capital Partners VII
Limited Partnership 1,609,956 11.1% 1,609,956(3) 0 0
Advantage Capital Partners
VIII Limited Partnership 306,133 2.1% 306,133(4) 0 0
Advantage Capital Partners X
Limited Partnership 355,556 2.5% 355,556(5) 0 0
Advantage Capital Technology
Fund 7,733 * 7,733(6) 0 0
--------------- --------------- --------------- --------------- ---------------
Total 5,654,240 39.0% 5,098,685(7) 555,555 3.8%
=============== =============== =============== =============== ===============
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* Less than 1%
(1) Represents 44,444 shares issuable upon conversion of 100 shares of
Series A Preferred Stock owned by the selling shareholder.
(2) Represents 1,373,778 shares issuable upon conversion of 3,091 shares
of Series A Preferred Stock and 862,400 shares issuable upon the
conversion of 3,234 shares of Series B Preferred Stock owned by the
selling shareholder.
(3) Represents 1,268,889 shares issuable upon conversion of 2,855 shares
of Series A Preferred Stock and 341,067 shares issuable upon the
conversion of 1,279 shares of Series B Preferred Stock owned by the
selling shareholder.
(4) Represents 290,666 shares issuable upon conversion of 654 shares of
Series A Preferred Stock and 15,467 shares issuable upon the
conversion of 58 shares of Series B Preferred Stock owned by the
selling shareholder.
(5) Represents 355,556 shares issuable upon conversion of 800 shares of
Series A Preferred Stock owned by the selling shareholder.
(6) Represents 7,733 shares issuable upon conversion of 29 shares of
Series B Preferred Stock and owned by the selling shareholder.
(7) Includes 3,333,333 shares issuable upon conversion of 7,500 shares of
Series A Preferred Stock and 1,226,666 shares issuable upon the
conversion of 4,600 shares of Series B Preferred Stock owned by the
selling shareholder.
Two members of our board of directors are affiliates of Advantage
Capital Partners. Other than this relationship, the selling shareholders have
not held any position or office or had any material relationship with our
company within the past three years and the selling shareholders possess sole
voting and investment power with respect to the shares shown.
9
PLAN OF DISTRIBUTION
The selling shareholders, their pledgees, donees, transferees or other
successors in interest, may from time to time sell shares of our common stock
directly to purchasers or indirectly to or through underwriters, broker-dealers
or agents. The selling shareholders may sell all or part of their shares in one
or more transactions at fixed prices, varying prices, prices at or related to
the then-current market price or at negotiated prices. The selling shareholders
will determine the specific offering price of the shares from time to time that,
at that time, may be higher or lower than the market price of our common stock
on the Nasdaq National Market.
The selling shareholders and any underwriters, broker-dealers or agents
participating in the distribution of the shares of our common stock may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933,
and any profit from the sale of such shares by the selling shareholders and any
compensation received by any underwriter, broker-dealer or agent may be deemed
to be underwriting discounts under the Securities Act. The selling shareholders
may agree to indemnify any underwriter, broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act.
Because selling shareholders may be deemed to be "underwriters" within
the meaning of the Securities Act, the selling shareholders will be subject to
the prospectus delivery requirements of the Securities Act. We have informed the
selling shareholders that the anti-manipulative provisions of Regulation M
promulgated under the Exchange Act may apply to their sales in the market. With
certain exceptions, Regulation M precludes the selling shareholders, any
affiliated purchasers, and any broker-dealer or other person who participates in
such distribution from bidding for or purchasing, or attempting to induce any
person to bid for or purchase any security which is the subject of the
distribution until the entire distribution is complete. Regulation M also
prohibits any bids or purchases made in order to stabilize the price of a
security in connection with the distribution of that security.
The method by which the selling shareholders, or their pledgees,
donees, transferees or other successors in interest, may offer and sell their
shares may include, but are not limited to, the following:
o sales on the Nasdaq National Market, the over-the-counter
market, or other securities exchange on which the common stock
is listed at the time of sale, at prices and terms then
prevailing or at prices related to the then-current market
price;
o sales in privately negotiated transactions;
o sales for their own account pursuant to this prospectus;
o through the writing of options, whether such options are
listed on an options exchange or otherwise through the
settlement of short sales;
o cross or block trades in which broker-dealers will attempt to
sell the shares as agent, but may position and resell a
portion of the block as a principal in order to facilitate the
transaction;
o purchases by broker-dealers who then resell the shares for
their own account;
o brokerage transactions in which a broker solicits purchasers;
o any combination of these methods of sale; and
o any other method permitted pursuant to applicable law.
10
Any shares of common stock covered by this prospectus that qualify for
sale under Rule 144 or Rule 144A of the Securities Act may be sold under Rule
144 or Rule 144A rather than under this prospectus. The shares of our common
stock may be sold in some states only through registered or licensed brokers or
dealers. In addition, in some states, the shares of our common stock may not be
sold unless they have been registered or qualified for sale or the sale is
entitled to an exemption from registration.
The selling shareholders may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with such
transactions, broker-dealers or other financial institutions may engage in short
sales of our common stock in the course of hedging the positions they assume
with selling shareholders. The selling shareholders may also enter into options
or other transactions with broker-dealers or other financial institutions which
require the delivery to such broker-dealer or other financial institution of the
shares offered hereby, which shares such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction).
To the extent required by a particular offering, we will set forth in a
prospectus supplement or, if appropriate, a post-effective amendment, the terms
of such offering, including among other things, the number of shares of common
stock to be sold, the public offering price, the names of any underwriters,
dealers or agents and any applicable commissions or discounts. In addition, upon
the company being notified by a selling shareholder that a donee or pledgee
intends to sell more than 500 shares, a supplement to this prospectus will be
filed.
To our knowledge, there are currently no plans, arrangements or
understandings between any selling shareholder and any underwriter,
broker-dealer or agent regarding the sale of shares of our common stock by the
selling shareholders.
The selling shareholders will pay all fees, discounts and brokerage
commissions in connection with any sales, including any fees to finders. We will
pay all expenses of preparing and reproducing this prospectus, including
expenses or compliance with state securities laws and filing fees with the SEC.
LEGAL MATTERS
The validity of the shares of our common stock will be passed upon for
us by Locke Liddell & Sapp LLP, Houston, Texas.
EXPERTS
The consolidated balance sheets of OMNI Energy Services Corp. and
subsidiaries as of December 31, 2000 and 2001, and the related consolidated
statements of income, cash flows and changes in equity for each of the two years
in the period ended December 31, 2001 incorporated by reference in this
registration statement, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of such firm as
experts in accounting and auditing in giving said reports. After reasonable
efforts, we have not been able to obtain the consent of Arthur Andersen LLP to
the incorporation by reference into this registration statement of Arthur
Andersen LLP's audit report regarding such financial statements. Under these
circumstances, Rule 437a under the 1933 Act permits this prospectus to be filed
without a written consent from Arthur Andersen LLP. The absence of such written
consent from Arthur Andersen LLP may limit a shareholder's ability to assert
claims against Andersen under Section 11(a) of the 1933 Act for any untrue
statement of a material fact contained in the financial statements audited by
Arthur Andersen LLP or any omissions to state a material fact required to be
stated in the financial statements.
11
The consolidated financial statements of OMNI Energy Services Corp.
incorporated by reference in OMNI Energy Services Corp.'s Annual Report (Form
10-K) for the year ended December 31, 2002, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.
12
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You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide prospective investors with different or
additional information. This prospectus is not an offer to sell, nor is it
seeking an offer to buy, these securities in any jurisdiction where the offer is
not permitted. The information contained in this prospectus is correct only as
of the date of this prospectus, regardless of the time of the delivery of this
prospectus or any sale of these securities.
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TABLE OF CONTENTS
PAGE
----
Forward-Looking Statements............................................. 3
Risk Factors........................................................... 3
Where You Can Find More Information.................................... 7
The Company............................................................ 8
Use of Proceeds........................................................ 8
Selling Shareholders................................................... 8
Plan of Distribution................................................... 10
Legal Matters.......................................................... 11
Experts................................................................ 11
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OMNI
ENERGY SERVICES
CORP.
----------
PROSPECTUS
----------
COMMON STOCK
($0.01 PAR VALUE)
DECEMBER __, 2003
--------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The fees and expenses payable by us in connection with the issuance and
distribution of the common stock of OMNI Energy Services Corp. (the "Company")
registered hereunder are as follows:
*Securities and Exchange Commission registration fee........... $ 1,762
*Legal fees and expenses....................................... $ 5,000
*Accounting fees and expenses.................................. $ 5,000
-------
Total $11,762
=======
*Estimated
The selling shareholders have not paid any portion of the registration
expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Louisiana law, the Company's Composite Articles of
Incorporation contain certain provisions eliminating the personal liability of
the directors and officers to the Company and its shareholders for monetary
damages for breaches of their fiduciary duties as directors or officers, except
for (i) a breach of a director's or officer's duty of loyalty to the Company or
to its shareholders, (ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) dividends or stock
repurchases or redemptions that are illegal under Louisiana law and (iv) any
transaction from which he or she receives an improper personal benefit. In
addition, the Amended and Restated Articles of Incorporation provide that if
Louisiana law is amended to authorize the further elimination or limitation of
the liability of a director or officer, then the liability of the directors or
officers shall be eliminated or limited to the fullest extent permitted by
Louisiana law, as amended. These provisions pertain only to breaches of duty by
directors or officers in such capacities and limit liability only for breaches
of fiduciary duties under Louisiana corporate law and not for violations of
other laws such as the federal securities laws.
The Company's By-laws require the Company to indemnify its directors
and officers against certain expenses and costs, judgments, settlements and
fines incurred in the defense of any claim, including any claim brought by or in
the right of the Company, to which they were made parties by reason of being or
having been directors and officers, subject to certain conditions and
limitations.
In addition, each of the Company's directors and executive officers has
entered into an indemnity agreement with the Company, pursuant to which the
Company has agreed under certain circumstances to purchase and maintain
directors' and officers' liability insurance. The agreements also provide that
the Company will indemnify the directors and executive officers against any
costs and expenses, judgments, settlements and fines incurred in connection with
any claim involving a director or executive officer by reason of his position as
a director or executive officer that are in excess of the coverage provided by
such insurance; provided that the director or executive officer meets certain
standards of conduct. Under the indemnity agreements, the Company is not
required to purchase and maintain directors' and officers' liability insurance
if it is not reasonably available or, in the reasonable judgment of the Board of
Directors, there is insufficient benefit to the Company from the insurance.
ITEM 16. EXHIBITS.
3.1 Composite Articles of Incorporation of the Company (incorporated herein
by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K
for the year ended December 31, 2000).
3.2 Articles of Amendment to the Articles of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year ended December 31, 2001).
3.3 Bylaws of the Company, as amended (incorporated herein by reference to
Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000).
4.1 Specimen Common Stock certificate (incorporated herein by reference to
Exhibit 4.2 to the Company's registration statement on Form S-1, File
No. 333-36561, originally filed with the Commission on September 26,
1997).
5.1 Opinion of Locke Liddell & Sapp LLP regarding legality of securities
being registered.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included in the Signature Page to this Registration
Statement).
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in this registration statement or any material change to such
information in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other that 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 of 1933 and will be governed by the final adjudication of such issue.
II-2
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-3 and duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Carencro, Louisiana, on December 18, 2003.
OMNI ENERGY SERVICES CORP.
By: /s/ James C. Eckert
-----------------------------------------
James C. Eckert
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James C. Eckert his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
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/ James C. Eckert President, Chief Executive December 18, 2003
--------------------------------- Officer and Chairman of the Board
James C. Eckert
/s/ G. Darcy Klug Chief Financial Officer December 18, 2003
--------------------------------- (Principal Financial and
G. Darcy Klug Accounting Officer)
/s/ Crichton W. Brown Director December 18, 2003
---------------------------------
Crichton W. Brown
/s/ Steven T. Stull Director December 18, 2003
---------------------------------
Steven T. Stull
/s/ Michael G. DeHart Director December 18, 2003
---------------------------------
Michael G. DeHart
/s/ Richard L. White Director December 18, 2003
---------------------------------
Richard L. White
II-3
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.1 Composite Articles of Incorporation of the Company (incorporated herein
by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K
for the year ended December 31, 2000).
3.2 Articles of Amendment to the Articles of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year ended December 31, 2001).
3.3 Bylaws of the Company, as amended (incorporated herein by reference to
Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000).
4.1 Specimen Common Stock certificate (incorporated herein by reference to
Exhibit 4.2 to the Company's registration statement on Form S-1, File
No. 333-36561, originally filed with the Commission on September 26,
1997).
5.1 Opinion of Locke Liddell & Sapp LLP regarding legality of securities
being registered.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included in the Signature Page to this Registration
Statement).