AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 3, 2003
REGISTRATION NO. 333 -
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 N.E. Evangeline Thruway 70520
Carencro, Louisiana (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Amended and Restated OMNI Energy Services Corp. Stock Incentive Plan
(FULL TITLE OF THE PLAN)
G. Darcy Klug
Chief Financial Officer
4500 N.E. Evangeline Thruway
Carencro, Louisiana 70520
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(337) 896-6664
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED
TO BE MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES REGISTERED OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED (1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
---------------------- ---------- -------------- ----------------- ----------------
COMMON STOCK, PAR 833,333 $2.535 $2,112,500 $171
VALUE $.01 PER SHARE
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(1) Represents the maximum number of additional shares that may be issued under
the Amended and Restated OMNI Energy Services Corp. Stock Incentive Plan
(the "Plan"), and includes an indeterminate number of shares that may be
issuable by reason of stock splits, stock dividends or similar
transactions. A total of 500,000 shares (166,667 shares following the
Company's July 2002 one for three reverse stock split) issuable under the
Plan were previously registered on Form S-8 (Reg. No. 333-80973) and a
total of 1,500,000 shares (500,000 shares following the Company's July 2002
one for three reverse stock split) issuable under the Plan were previously
registered on Form S-8 (Reg. No. 333-49409).
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) and (c), based on the average of the high and low sales
price of a share of the Common Stock on October 27, 2003 as reported on the
Nasdaq National Market with respect to 833,333 shares of Common Stock that
may be issued under the Plan.
Pursuant to General Instruction E of Form S-8, the contents of
Registration Statement Nos. 333-49409 and 333-80973 relating to the Amended and
Restated OMNI Energy Services Corp. Stock Incentive Plan described herein are
incorporated herein by reference.
EXPLANATORY STATEMENT
This Registration Statement is being filed pursuant to General
Instruction E of Form S-8 to register additional shares of Common Stock in
connection with the Amended and Restated OMNI Energy Services Corp. Stock
Incentive Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
The following documents are filed as a part of this Registration
Statement:
Exhibit No. DESCRIPTION
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5.1 Opinion of Locke Liddell & Sapp LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1)
2
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 27th day of October,
2003.
OMNI ENERGY SERVICES CORP.
By: /s/ G. DARCY KLUG
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G. Darcy Klug
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of James C. Eckert and G. Darcy
Klug, or either of them, 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
of 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.
NAME TITLE DATE
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/s/ JAMES C. ECKERT President, Chief Executive Officer, October 27, 2003
-------------------------- Chairman of the Board
James C. Eckert (Principal Executive Officer)
/s/ G. DARCY KLUG Chief Financial Officer October 27, 2003
-------------------------- (Principal Financial and Accounting Officer)
G. Darcy Klug
/s/ CRICHTON W. BROWN Director October 27, 2003
--------------------------
Crichton W. Brown
/s/ MICHAEL G. DEHART Director October 27, 2003
--------------------------
Michael G. DeHart
/s/ STEVEN T. STULL Director October 27, 2003
--------------------------
Steven T. Stull
/s/ RICHARD C. WHITE Director October 27, 2003
--------------------------
Richard C. White
3
EXHIBIT INDEX
Exhibit No. DESCRIPTION
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5.1 Opinion of Locke Liddell & Sapp LLP
23.1 Consent of Consent of Ernst & Young LLP
23.2 Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1)
4