SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO.1
(Mark One)
X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 2003
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
COMMISSION FILE NUMBER 0-23383
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 Identification No.)
incorporation or organization)
4500 N.E. EVANGELINE THRUWAY 70520
CARENCRO, LOUISIANA (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (337) 896-6664
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.___
The aggregate market value of the voting stock held by non-affiliates of the
Registrant at June 30, 2003 was $9,207,452.
The number of shares of the Registrant's common stock, $0.01 par value per
share, outstanding at April 26, 2004 was 11,393,974.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
On March 30, 2004, OMNI Energy Services Corp. (the "Company") filed
with the Securities and Exchange Commission (the "SEC") its Annual Report on
Form 10-K for the year ended December 31, 2003 (the "Initial Form 10-K"). In
accordance with the SEC rules, the Company incorporated by reference Part III of
the Initial Form 10-K from the Proxy Statement to be filed by the Company in
connection with its 2004 Annual Stockholders' Meeting, which the Company
anticipated filing on or before April 29, 2004. Since filling the Initial Form
10-K, the Company has determined that it will not file its Proxy Statement prior
to the April 29 deadline and, in accordance with SEC rules, must file an
amendment to its Initial Form 10-K to include the disclosures required by Part
III of Form 10-K. This Amendment No. 1 on Form 10-K/A amends Part III of the
Initial Form 10-K in order to include those disclosures required by Part III of
Form 10-K.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
DIRECTORS
The following table sets forth, as of April 26, 2004, certain
information about the Company's directors. All of the directors are elected
annually for a one-year term. There are no arrangements or understandings
between the Company and any person, pursuant to which such person has been
elected a director, and no director is related to any other director or
executive officer of the Company.
DIRECTORS AGE POSITION
--------- --- --------
James C. Eckert...................... 54 President, Chief Executive
Officer and Chairman of the Board
Michael G. DeHart.................... 53 Director (1) (2)
David A. Melman...................... 61 Director (1)
Marshall G. Webb..................... 61 Director (2)
Richard C. White..................... 48 Director (1) (2)
Laurel Upton......................... 64 Advisory Director
(1) Member of Compensation Committee
(2) Member of Audit Committee
James C. Eckert has served as President, Chief Executive Officer and a
Director of the Company since March 2001. From 1998 to 2000, Mr. Eckert served
as Vice-President for Business Development of Veritas DGC Land, Inc. From 1992
to 1998, Mr. Eckert supervised the highland and transition seismic acquisitions
of Veritas DGC Land, Inc. He served as President of GFS Company, a company that
he co-founded in 1985, until its acquisition in 1992 by Digiton, Inc., a
predecessor by merger to Veritas, Inc. Mr. Eckert graduated from the University
of Southern Mississippi in 1971.
Michael G. DeHart is a Certified Public Accountant and has been
employed as the President and Chief Investment Officer for Stuller Management
Services, since June 2001. Prior to that, Mr. Dehart was a partner with the
accounting firm Wright, Moore, DeHart, Dupuis and Hutchinson, L.L.C. He was a
member of that firm's management committee from 1998 to May 2001. Mr. DeHart
received an M.B.A. from the University of Southwestern Louisiana and has been a
director of the Company since November 2000. Mr. DeHart is Chairman of the Audit
Committee.
David A. Melman is the Chief Executive Officer of Republic Resources,
Inc., a Louisiana based environmental company, engaged in containment and
treatment of contaminated ground water. He also serves as the Chairman of the
Board of XCL, Ltd., a U. S. based natural resource holding company with
operational interests in China. Mr. Melman has an undergraduate degree in
economics, a Juris Doctorate and a Master of Laws (Taxation). Mr. Melman is on
the board of directors of Republic Resources, Inc. and Beta Oil and Gas, Inc.
Mr. Melman has been a director of the Company since February 2004.
Marshall G. Webb is the Chief Executive Officer of HWIGroup, Inc., an
early stage company formed to create a security services solution for maritime
and land-based facilities, including private companies and governmental
agencies. Previously, Mr. Webb was the founder and Managing Director of Polaris
Group, an advisory firm providing financial consulting and merger and
acquisition services for various public and private companies. He was the
founder of BrightStar Information Technology Group, Inc., a global provider of
information technology software services. Mr. Webb is on the board of directors
of Teletouch Communications, Inc. and is a member of the American Institute of
CPA's. Mr. Webb has been a director of the Company since February 2004.
2
Richard C. White is the former President and Chief Executive Officer of
NuTec Energy Services Inc. He held that position from October of 2001, until his
retirement in September 2002. He was Chief Executive Officer of Veritas DGC
Land, Inc. from January 2000 through June 2000. From 1995 until his retirement
in October 1999, Mr. White served as President of Western Geophysical Company,
as well as Senior Vice President of Western Atlas Inc. He also served as
President of Baker Hughes Incorporated from August 1998 until October 1999.
Prior to 1995, he held various other executive positions with Western
Geophysical Company, including Chief Operating Officer. Mr. White graduated from
Bloomsberg University in 1978 and has been a director of the Company since March
2001. Mr. White is Chairman of the Compensation Committee.
Laurel Upton joined OMNI as our Aviation Manager in November 2003 with
the acquisition of American Helicopters Inc. ("AHI"). He was a co-owner of AHI
since inception in 1996. Mr. Upton has over 40 years experience in the aviation
industry, including affiliations with PHI, Southern Natural Gas, Air Logistics
(Chief Pilot) and Gulf Air Transport. He was a flight instructor with the
Department of Air Force and the US Army. Mr. Upton has been an Advisory Director
since March 2004.
AUDIT COMMITTEE
Under rules adopted by the SEC, the Company is required to disclose
whether it has an "Audit Committee Financial Expert" serving on its Audit
Committee. Although management believes that at least one member of the Audit
Committee would qualify as an Audit Committee Financial Expert, the Company's
Board of Directors has not designated any particular member of the Audit
Committee as the Audit Committee Financial Expert under the SEC's rules.
Management believes that at least one member of the Audit Committee is capable
of: (i) understanding generally accepted accounting principles and financial
statements; (ii) assessing the general application of these principles in
connection with the accounting for estimates, accruals and reserves; (iii)
analyzing and evaluating the Company's consolidated financial statements; (iv)
understanding internal control over financial reporting; and (v) understanding
audit committee functions. All Audit Committee members are "independent
directors," as such term is defined in NASD's Rule 4200 (a) (15).
The responsibilities of our audit committee include:
- engaging an independent audit firm to audit our
financial statements and to perform services related
to the audit;
- reviewing the scope and results of the audit with our
independent auditors;
- considering the adequacy of our internal accounting
control procedures;
- considering auditors' independence; and
- approving all audit and non-audit services with our
independent auditors.
The board of directors has adopted a written charter for the audit
committee. The audit committee held four meetings during fiscal year 2003.
EXECUTIVE OFFICERS
The name, age and offices held by each of the executive officers as of
April 26, 2004 are as follows:
NAME AGE POSITION
---- --- --------
James C. Eckert................. 54 President, Chief Executive Officer and
Chairman of the Board
G. Darcy Klug................... 52 Chief Financial Officer
Deborah C. DeRouen.............. 49 Chief Accounting Officer
Information regarding Mr. Eckert is contained above under "Directors".
G. Darcy Klug is our Chief Financial Officer. He joined us in May 2001,
after being involved in private investments since 1987. Between 1983 and 1987,
Mr. Klug held various positions with a private oil and gas fabrication company,
including the position of Chief Operating Officer and Chief Financial Officer.
Prior to 1983, he held various financial positions with Galveston-Houston
Company, a manufacturer of oil and gas equipment listed for trading on the New
York Stock Exchange. Between 1973 and 1979, he was a member of the audit staff
of Coopers & Lybrand (now Pricewaterhouse Coopers). Mr. Klug is a graduate of
Louisiana State University and is a member of the Louisiana State Board of
Certified Public Accountants.
3
Deborah C. DeRouen is our Chief Accounting Officer. She is a Certified
Public Accountant and joined OMNI in March 2004 after holding similar positions
and consulting for privately held companies since 1999. From 1994 to 1999, Ms.
DeRouen was Corporate/Divisional Controller for Stolt Offshore (formerly
American Offshore Divers). She held various positions in Lafayette, LA and
Dallas Texas, from 1985 to 1994, for ARCO Oil & Gas Company, PET Inc. and
Superior Oil. She began her public accounting career with Ernst & Ernst (now
Ernst & Young, LLP), until she left public accounting as a partner with a local
CPA firm in 1985. Ms. DeRouen graduated from Louisiana State University and is a
member of the Louisiana State Board of Certified Public Accountants, the
American Institute of Certified Public Accountants and the Society of Louisiana
Certified Public Accountants.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's directors, executive officers and 10% stockholders have
filed timely with the Commission reports of ownership and changes in ownership
of equity securities of the Company pursuant to Section 16(a) of the Securities
Exchange Act of 1934.
CODE OF ETHICS
At April 29, 2004 the Company has not adopted a Code of Ethics that
complies with SEC requirements; however, prior to the date of the 2004 Annual
Meeting, the Company will have adopted such a Code. At such time, the Code of
Ethics will be available at the Company's website at www.omnienergy.com. The
Company intends to disclose on its website any waivers or amendments to the Code
of Ethics promptly after such action.
ITEM 11. EXECUTIVE COMPENSATION
ANNUAL COMPENSATION
The following table sets forth all compensation information for the
three years ended December 31, 2003, for the Company's Chief Executive Officer
and all other executive officers whose total annual salary and bonus exceeded
$100,000 (collectively, the "Named Executive Officers"). No other executive
officer of the Company had a total annual salary and bonus exceeding $100,000
during 2003.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS
-------------
NO. OF SHARES
ANNUAL COMPENSATION UNDERLYING
--------------------------------- OPTIONS/SARS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS GRANTED(1) COMPENSATION (2)
--------------------------- ---- ------ ------- ---------- ----------------
James C. Eckert(3) 2003 $ 150,000 $ 60,000 $ --
President and Chief Executing Officer 2002 $ 113,750 $ 91,625 --- $ --
2001 $ 45,375 $ -- 331,667 $ --
G.Darcy Klug (4) 2003 $ 115,000 $ 40,000 $ --
Chief Financial Officer 2002 $ 83,000 $ 37,500 --- $ --
2001 $ 37,500 $ -- 133,333 $ --
(1) See the following tables for additional information.
(2) Perquisites and other personal benefits paid to each Named Executive
Officer, in any of the years presented, did not exceed the lesser of
$50,000 or 10% of such Named Executive Officer's salary and bonus for
that year
(3) Mr. Eckert has been employed by the Company since March 2001; as a
result, compensation for 2001 is for a partial year.
(4) Mr. Klug has been employed by the Company since May 2001; as a result,
compensation for 2001 is for a partial year.
4
2003 RESTRICTED STOCK INCENTIVE AGREEMENT AND 2003 STOCK OPTION AGREEMENT
Effective December 1, 2003, we entered into Restricted Stock Incentive
Agreements, as amended, with Messrs. Eckert and Klug for the award of 200,000
shares and 161,800 shares, respectively, under the terms and conditions of the
Amended and Restated OMNI Energy Services Corp. Stock Option Plan. Under the
terms of the amended Restricted Stock Incentive Agreement, 25% of such shares
will vest on the day immediately following our 2004 annual shareholder meeting
and an additional 25% in such shares will vest on the day following each of the
2005, 2006, and 2007 annual shareholder meetings. Vesting is subject to the
continued employment of Messrs. Eckert and Klug with OMNI on each vesting date.
If there is a "change of control" (as defined by the amended Restricted Stock
Incentive Agreement) of OMNI during the vesting period, all shares granted to
Messrs. Eckert and Klug will immediately vest.
During 2003, no stock appreciation rights were granted and the
following options were granted to the Named Executive Officers:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK
INDIVIDUAL GRANTS PRICE APPRECIATION FOR OPTION TERM
-------------------------------------------------------------------------------------- ----------------------------------
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS/SARs
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARs EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
---- ----------- ----------- ------ ---- ------ -------
James C. Eckert 60,000 12.4% $2.32 11/05/2013 $87,600 $222,000
G. Darcy Klug 40,000 8.3% $2.32 11/05/2013 $58,400 $148,000
STOCK OPTION HOLDINGS
The following table sets forth information, as of December 31, 2003,
with respect to stock options held by the Named Executive Officers. None of the
Named Executive Officers exercised any options to purchase Common Stock in 2003.
AGGREGATE OPTION VALUES AT YEAR END
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT YEAR END AT YEAR END(1)
----------------------------- ------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
James C. Eckert 248,319 143,347 $944,704 $538,243
G. Darcy Klug 103,331 70,002 $466,757 $305,442
(1) The closing sale price of the Common Stock on December 31, 2003 was
$6.45 per share, as reported by the Nasdaq National Market.
EXECUTIVE EMPLOYMENT AGREEMENTS
The term of Mr. Eckert's employment agreement is from March 31, 2001 to
June 30, 2004. The agreement provides that Mr. Eckert will serve as Chairman of
the Board of the Company during such term at a base salary of $100,000, $125,000
and $150,000 for the twelve month periods ended March 31, 2002, 2003 and 2004,
respectively and $50,000 for the period of April 1, 2004 through June 30, 2004;
and that Mr. Eckert's employment can be terminated at any time by the Company
for cause or for breach of the agreement by Mr. Eckert. The employment agreement
of our Chief Executive Officer expires June 30, 2004. We do not have employment
agreements with any other key executive officers.
5
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of the Compensation Committee has at any time been
an officer or employee of the Company and none of these directors serve as a
member of the board of directors or compensation committee of any entity that
has one or more executive officers serving as a member of the Company's board or
Compensation Committee.
COMPENSATION OF DIRECTORS
Each non-employee director is paid an attendance fee of $6,250 for each
Board meeting attended and $1,500 for each committee meeting attended. Committee
Chairmen are now paid $2,500 for each committee meeting. All directors are
reimbursed for reasonable out-of-pocket expenses incurred in attending Board and
committee meetings.
Each person who becomes a non-employee director is granted an option to
purchase 5,000 shares of Common Stock at an exercise price equal to the fair
market value of the Common Stock on the date such person becomes a director.
Additionally, each year that the Company's Stock Incentive Plan is in
effect and a sufficient number of shares of Common Stock are available
thereunder, each person who is a non-employee director on the day following the
annual meeting of the Company's stockholders will be granted an option to
purchase 10,000 shares of Common Stock at an exercise price equal to the fair
market value of the Common Stock on such date. All such options become fully
exercisable on the first anniversary of their date of grant and expire on the
tenth anniversary thereof, unless the non-employee director ceases to be a
director of the Company, in which case the exercise periods will be shortened.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of April 26, 2004 certain
information regarding beneficial ownership of Common Stock by (i) each of the
Named Executive Officers (as defined below in "Executive Compensation"), (ii)
each director of the Company, (iii) all of the Company's directors and executive
officers as a group and (iv) each stockholder known by the Company to be the
beneficial owner of more than 5% of the outstanding Common Stock, all as in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934. Unless
otherwise indicated, the Company believes that the stockholders listed below
have sole investment and voting power with respect to their shares based on
information furnished to the Company by such stockholders.
PERCENTAGE OF
NUMBER OF SHARES OUTSTANDING
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED COMMON STOCK
------------------------ ------------------ ------------
Insight Capital Research & Management, Inc. 1,186,985(1) 9.4%
2121 N. California Blvd, Suite 560
Walnut Creek, CA 94596
Manchester Securities Corp. 1,046,523(2) 8.4%
712 Fifth Avenue
New York, NY 10017
Wellington Management Company, LLP 755,000(3) 6.2%
75 State Street
Boston, MA 02109
Advantage Capital 752,986(4) 6.2%
James C. Eckert 341,662(5) 2.9%
Michael G. DeHart 23,333(6) *
Richard C. White 26,666(7) *
Marshall G. Webb 5,000(8) *
David A. Melman 5,000(9) *
Laurel R. Upton 4,998(10) *
G. Darcy Klug 139,997(11) 1.2%
All directors and executive officers
as a group (7 persons) 546,656(12) 4.6%
6
* Less than one percent.
(1) Based on a filing made with the SEC reflecting ownership of
Common Stock as of January 16, 2004. The filing indicates sole
voting power with respect to 1,186,985 shares of Common Stock.
(2) Based on 699,301 shares issuable upon conversion of $5.0
million in 3-year, 6.5% fixed Convertible Debentures issued
February 12, 2004 and 347,222 shares issuable upon conversion
of $2.5 million in 3-year 6.5% fixed rate Convertible
Debentures issued April 15, 2004.
(3) Based on a filing made with the SEC reflecting ownership of
Common Stock as of December 31, 2003. The filing indicates
shared voting power with respect to 510,000 shares of Common
Stock and dispositive power with respect to 755,000 shares of
Common Stock.
(4) Based on a filing made with the SEC reflecting ownership of
Common Stock as of April 21, 2004 unless otherwise indicated.
The address of Advantage Capital is 909 Poydras Street, Suite
2230, New Orleans, Louisiana 70112. Of these shares, (i)
347,222 are held by Advantage Capital VI Limited Partnership,
of which Advantage Capital NOLA VI, L.L.C. is the general
partner; (ii) 128,471 are held by Advantage Capital Partners
IX Limited Partnership, of which Advantage Capital NOLA IX,
L.L.C. is the general partner; (iii) 97,994 are held by
Advantage Capital Partners Limited Partnership of which
Advantage Capital Corporation is the general partner; (iv)
171,566 are held by Advantage Capital Partners III Limited
Partnership, of which Advantage Capital Management Corporation
is the general partner and (v) 7,733 are issuable upon
conversion of the Company's Series B 8% Convertible Preferred
Stock.
(5) Includes 341,662 shares issuable upon the exercise of options
currently exercisable or exercisable within sixty days.
(6) Includes 23,333 shares issuable upon the exercise of options
currently exercisable or exercisable within sixty days.
(7) Includes 26,666 shares issuable upon the exercise of options
currently exercisable or exercisable within sixty days.
(8) Includes 5,000 shares issuable upon the exercise of options
currently exercisable or exercisable within sixty days.
(9) Includes 5,000 shares issuable upon the exercise of options
currently exercisable or exercisable within sixty days.
(10) Includes 4,998 shares issuable upon the exercise of options
currently exercisable or exercisable within sixty days.
(11) Includes 139,997 shares issuable upon the exercise of options
currently exercisable or exercisable within sixty days.
(12) Includes 546,656 shares that such persons have the right to
receive upon the exercise of options currently exercisable or
exercisable within sixty days.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Series A Preferred Stock has an 8% cumulative dividend rate, is
convertible into our common stock with a conversion rate of $2.25, is redeemable
at our option at $1,000 per share plus accrued dividends, contains a liquidation
preference of $1,000 per share plus accrued dividends, has voting rights on all
matters submitted to a vote of our stockholders, has separate voting rights with
respect to matters that would affect the rights of the holders of the Preferred
Stock, and has aggregate voting rights of the affiliate limited to 49% of our
total outstanding common and preferred shares with voting rights. In respect to
the Series A Preferred Stock, the affiliate has agreed to waive its conversion
rights until our EBITDA (as defined) reaches a mutually agreed upon level.
Pursuant to an agreement with the preferred stockholders, dividends did not
accrue on the outstanding stock from April 2001 through June 2002. Dividends
were accreted at 8% during the free dividend period. As of September 2003, there
were approximately $0.3 million dividends in arrears relating to these
outstanding shares of Series A Preferred Stock. The affiliate previously agreed
that dividends would not accrue after June 30, 2002, until our EBITDA reached a
mutually agreed upon level. During the third quarter of 2003, we agreed with the
holders of the preferred stock that our EBITDA had reached an acceptable level
for the resumption of conversion rights and the accrual of dividends. Pursuant
to our senior secured credit agreements, the dividends will be paid "in kind"
(in shares of like preferred stock) rather than in cash. At December 31, 2003,
we had a total of 7,500 shares of Series A Preferred Stock outstanding.
7
Subsequent to December 31, 2003, we issued $10 million of 6.5% Subordinated
Convertible Debentures. The proceeds were used to redeem $8.2 million of the
Series A Preferred Stock, including accrued dividends paid in cash.
In May 2001, we committed to issue 4,600 shares of Series B Preferred
Stock to an affiliate of ours in satisfaction of all outstanding principal and
interest owed under the subordinated debt agreements (See Note 3). These shares
were issued in March 2002. The Series B Preferred Stock has an 8% cumulative
dividend rate, is convertible into our common stock with an initial conversion
rate of $3.75, is redeemable at our option at $1,000 per share plus accrued
dividends, contains a liquidation preference of $1,000 per share plus accrued
dividends and has no voting rights until such time as it becomes convertible.
The Series B Preferred Stock does not have conversion rights until our EBITDA
(as defined) reaches a mutually agreed upon level, and until all shares of
Series A Preferred Stock become convertible. Pursuant to an agreement with the
preferred stockholders, dividends did not accrue on the outstanding stock from
April 2001 through June 2002. Dividends were accreted at 8% during the free
dividend period. The affiliate previously agreed that dividends would not accrue
after June 30, 2002 until our EBITDA reached a mutually agreed upon level.
During the third quarter of 2003 we agreed with the holders of the preferred
stock that our EBITDA had reached an acceptable level for the resumption of
conversion rights and the accrual of dividends. Pursuant to our senior secured
credit agreements, the dividends will be paid "in kind" (in shares of like
preferred stock) rather than in cash. At December 31, 2003, we had a total of
4,600 shares of Series B Preferred Stock outstanding. Subsequent to December 31,
2003, we redeemed approximately $4.9 million of the Series B Stock, including
accrued dividends paid in cash.
In connection with the original issuance of the subordinated
debentures, we issued to the affiliate detachable warrants to purchase 1,912,833
shares of our common stock, of which 967,000 have been cancelled as of December
31, 2002. The remaining 945,833 warrants were outstanding at December 31, 2003
and have all been exercised at April 26, 2004.
During 2003, we entered into an agreement to facilitate the private
placement of approximately 1,650,000 shares of our common stock owned by an
affiliate and certain investors. The sale of the stock covered by this agreement
closed in the fourth quarter of 2003 and resulted in our receipt of $0.4 million
cash, which is reflected as a reduction in our general and administrative
expense.
In order to facilitate a settlement of ongoing litigation between
certain affiliates, we agreed to re-price and extend the maturity dates of
293,055 warrants owned by the defendant affiliates but transferred in settlement
of the litigation to the plaintiff affiliates. The exercise prices of the
transferred warrants ranged from $2.25 - $6.00 per share. The maturity dates of
the transferred warrants ranged from November 1, 2004 to July 1, 2005. The
transferred warrants were re-priced at $1.54 per share and the maturity dates
were extended to November 1, 2006. Our statement of operations includes a
non-recurring charge of approximately $0.1 million representing the differences
if the fair market value of the originally issued warrants and the re-priced
warrants. As of December 31, 2003, all 293,055 re-priced warrants remained
outstanding, but have all been exercised at April 26, 2004.
The following table summarizes the exercise prices of warrants as of
December 31, 2003:
EXERCISE PRICE WARRANTS
-------------- --------
$ 1.54 215,935
$ 2.25 1,557,774
---------
1,773,709
=========
8
ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES
Aggregate fees billed to the company for the fiscal years ended
December 31, 2003 and December 31, 2002 by Fitts Roberts & Co LLP and Ernst &
Young LLP, the company's independent auditors for 2003 and 2002, respectively,
were as follows:
FISCAL YEAR ENDED
-----------------
2003 2002
---- ----
Audit Fees (1) $122,075 $88,614
Audit Related Fees (2) 11,075 5,750
--------- -------
133,150 94,364
Tax Fees (3) 23,278 20,000
All Other Fees (4) 29,033 551
-------- -------
52,311 20,551
Total Fees $185,461 $114,915
======== ========
(1) Audit fees represent fees for professional services rendered in
connection with the engagement to audit and report on the consolidated
financial statements, review of our quarterly and annual consolidated
financial statements, and required statutory audits of certain
subsidiaries.
(2) Audit-related fees consisted primarily of accounting and reporting
research and consultations, related to internal control matters.
(3) Includes fees for tax consulting services, tax compliances services and
preparation of foreign tax filings.
PRE-APPROVAL POLICY
The Audit Committee has adopted a policy to require pre-approval of all
audit and non-audit services provided by the Company's principal accounting
firm. All the services in 2003 under the audit fees, audit related fees, tax
fees and all other fees sections in the table above were pre-approved by the
Audit Committee.
9
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
OMNI ENERGY SERVICES CORP.
(Registrant)
By: /s/ James C. Eckert
----------------------------------
James C. Eckert
President and Chief Executive Officer
(Principal Executive Officer)
Date:April 29, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ James C. Eckert President, Chief Executive Officer, Chairman of the April 29, 2004
------------------------------------------- Board
James C. Eckert
/s/ G. Darcy Klug Chief Financial Officer April 29, 2004
-------------------------------------------
G. Darcy Klug
/s/ Deborah C. DeRouen Chief Accounting Officer April 29, 2004
-------------------------------------------
Deborah C. DeRouen
/s/ Marshall G. Webb Director April 29, 2004
-------------------------------------------
Marshall G. Webb
/s/ David A. Melman Director April 29, 2004
-------------------------------------------
David A. Melan
/s/ Michael G. DeHart Director April 29, 2004
-------------------------------------------
Michael G. DeHart
/s/ Richard C. White Director April 29, 2004
-------------------------------------------
Richard C. White
10
OMNI ENERGY SERVICES CORP.
EXHIBIT INDEX
EXHIBIT NUMBER
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31.3 Section 302 Certification of Chief Executive Officer
31.4 Section 302 Certification of Chief Financial Officer
11
Exhibit 31.3
OMNI ENERGY SERVICES CORP.
A LOUISIANA CORPORATION
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
SECTION 302 CERTIFICATION
I, James C. Eckert, certify that:
1. I have reviewed this amendment to the annual report on Form 10-K/A of
OMNI Energy Services Corp., a Louisiana corporation (the "registrant");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. The registrant's other certifying officers and I, are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
4. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
5. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
/s/ JAMES C. ECKERT
---------------------------
James C. Eckert
Chief Executive Officer
Date: April 29, 2004
12
Exhibit 31.4
OMNI ENERGY SERVICES CORP.
A LOUISIANA CORPORATION
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
SECTION 302 CERTIFICATION
I, G. Darcy Klug, certify that:
1. I have reviewed this amendment to the annual report on Form 10-K/A of
OMNI Energy Services Corp., a Louisiana corporation (the "registrant");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. The registrant's other certifying officers and I, are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
4. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
5. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
/s/ G. DARCY KLUG
---------------------------
G. Darcy Klug
Chief Financial Officer
Date: April 29, 2004
13