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 16, 2004 (APRIL 5, 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
As previously disclosed by the Company, on February 13, 2004, we
commenced litigation against a former director, Mr. Steven T. Stull, Advantage
Capital Partners ("ACP") and their respective insurers in the Civil District
Court for the Parish of Orleans in the State of Louisiana entitled OMNI Energy
Services Corp. v. Steven T. Stull, Advantage Capital Partners, ABC Insurance
Company, and XYZ Insurance Company. The suit alleges damages resulting from a
secret quid pro quo scheme designed and implemented by Mr. Stull and ACP with
the company's former, now deceased, chief executive officer, the actions of
which are considered self-dealing and are in violation of Mr. Stull's fiduciary
duties owed to the Company. The suit also requests the court to determine our
right under the Company's Articles of Incorporation, as amended, to redeem the
Series A 8% Convertible Preferred Stock rather than to convert the shares into
common stock. Furthermore, to the extent the court determines we did not have a
right to redeem, rather than convert, the Series A Preferred Stock, the suit
requests the court to determine that the Unanimous Consent of the Board of
Directors entered into on November 7, 2000 which, among other things, reduced
the conversion price of the Series A Preferred Stock from $2.50 to $0.75, is
null and void and without effect because it was accomplished by the defendants
in violation of fiduciary duties and/or public policy and Louisiana law.
On April 5, 2004, the Company and its chief executive officer, James C.
Eckert, and its chief financial officer, G. Darcy Klug, were served with an
original complaint filed in the U.S. District Court for the Eastern District of
Louisiana entitled Advantage Capital Partners II Limited Partnership, et. al. v.
OMNI Energy Services Corp., James C. Eckert and G. Darcy Klug (Civil Action
04-0878). The plaintiffs claim that (i) the Company and the officers
misrepresented material facts and failed to disclose material facts related to
its intention to redeem the Series A and Series B Convertible Preferred Stock of
the Company, and (ii) the officers of the Company breached their fiduciary
duties. The plaintiffs claim damages of approximately $60 million. The Company
has agreed to indemnify its officers in this matter and will vigorously defend
this lawsuit to the fullest extent possible. Our costs and legal exposure
related to this lawsuit are not currently determinable.
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 16, 2004
By: /s/ G. Darcy Klug
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G. Darcy Klug
Chief Financial Officer