Form 8-K Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 16, 2007

(November 1, 2006)

 

OMNI ENERGY SERVICES CORP.

(Exact name of registrant as specified in its charter)

 

 

LOUISIANA   0-23383   72-1395273

(State or other jurisdiction of

incorporation)

   (Commission File Number)  

(I.R.S. Employer

Identification No.)

4500 N.E. EVANGELINE THRUWAY

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)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

This Form 8-K/A is filed as an amendment (Amendment No. 1) to the Current Report on Form 8-K filed by OMNI Energy Services Corp. (the “Company”) under Items 2.01 and 9.01 on November 7, 2006. Amendment No. 1 is being filed to include the financial statements and pro forma financial information omitted from the initial filing of the Current Report, in accordance with Item 9.01.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously reported, on November 1, 2006, the Company acquired Rig Tools, Inc., a Louisiana corporation (“Rig Tools”), pursuant to a Stock Purchase and Sale Agreement dated November 1, 2006 by and between the Company and the stockholders of Rig Tools. For a complete description of the Company’s acquisition of Rig Tools, refer to Item 2.01 of the Company's Current Report on Form 8-K, filed on November 7, 2006, which Item 2.01 is incorporated in its entirety herein by reference.

Item 9.01. Financial Statements and Exhibits.

 

(a) Financial Statements of Business Acquired

The following Audited Historical Financial Statements of Rig Tools, together with the Independent Auditors’ Report thereon signed by Hartiens & Faulk, are attached as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference:

 

  1. Balance Sheet as of December 31, 2005.

 

  2. Statement of Operations for the year ended December 31, 2005.

 

  3. Statement of Retained Earnings for the year ended December 31, 2005.

 

  4. Statement of Cash Flows for the year ended December 31, 2005.

 

  5. Notes to the Financial Statements.

 

(b) Financial Statements of Business Acquired

The following Reviewed Historical Financial Statements of Rig Tools, together with the Accountants’ Report thereon signed by Hartiens & Faulk, are attached as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference:

 

  6. Balance Sheet as of September 30, 2006.

 

  7. Statement of Operations for the nine months ended September 30, 2006.

 

  8. Statement of Retained Earnings for the nine months ended September 30, 2006.

 

  9. Statement of Cash Flows for the nine months ended September 30, 2006.

 

  10. Notes to the Financial Statements.

(c) Pro Forma Financial Information

The following Unaudited Pro Forma Condensed Combined Financial Information is attached as Exhibit 99.3 to this Current Report on Form 8-K/A and is incorporated herein by reference:

 

  1. Pro Forma Condensed Combined Balance Sheet as of September 30, 2006.

 

  2. Pro Forma Condensed Combined Statements of Operations for the nine months ended September 30, 2006.

 

  3. Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2005.

 

  4. Notes to Unaudited Pro Forma Financial Statements

(c) Exhibits.

 

Exhibit
Number		  

Description

23.1   Consent of Hartiens & Faulk.
99.1   Rig Tools, Inc. Audited Historical Financial Statements.
99.2   Rig Tools, Inc. Reviewed Historical Financial Statements.
99.3   Unaudited Pro Forma Condensed Combined Financial Statements of OMNI Energy Services Corp. and Rig Tools, Inc.

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: January 16, 2007    
  By:  

/s/ G. Darcy Klug

    G. Darcy Klug
    Executive Vice President