SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO.2
(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 May 31, 2004 was 11,393,641.
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
("Form 10-K") for the year ended December 31, 2003. On April 29, 2004, the
Company filed with the SEC Amendment No. 1 on Form 10-K/A ("First Amendment").
This Amendment No. 2 on Form 10-K/A corrects the language of certain
certifications to the First Amendment, properly files such certifications as
Exhibits 31.3 and 31.4 to the Form 10-K, and amends the Exhibit Index of Form
10-K to reflect these new exhibits. Except as set forth in Exhibits 31.3 and
31.4 and the Exhibit Index, the Company has not made any changes to, nor updated
any disclosures contained in its Form 10-K filed March 30, 2004, as amended by
the First Amendment.
EXHIBIT INDEX
EXHIBIT NUMBER
--------------
3.1 Composite Articles of Incorporation of OMNI
Energy Services Corp.(as of November 7, 2000).
(4)
3.2 Form of Articles of Amendment -- Articles of
Incorporation (5)
3.3 Bylaws of OMNI, as amended. (2)
4.1 See Exhibit 3.1 and 3.2 for provisions of our
Articles of Incorporation and By-laws defining
the rights of holders of Common Stock.
4.2 Specimen Common Stock Certificate. (1)
*10.1 Form of Indemnity Agreement by and between us and
each of our directors and executive officers.(1)
*10.2 Stock Incentive Plan. (1)
*10.3 Form of Stock Option Agreements under our Stock
Incentive Plan. (1)
10.4 Third Amended and Restated Loan Agreement by and
among us, certain of our subsidiaries and
Hibernia National Bank, dated October 30, 2001.
(3)
21.1 Subsidiaries of OMNI Energy Services Corp. (6)
23.1 Consent of Fitts Roberts & Co., P.C. (6)
23.2 Consent of Ernst & Young LLP. (6)
23.3 Notification regarding consent of Arthur Andersen
LLP. (6)
31.1 Section 302 Certification of Chief Executive
Officer. (6)
31.2 Section 302 Certification of Chief Financial
Officer. (6)
31.3 Section 302 Certification of Chief Executive
Officer.
31.4 Section 302 Certification of Chief Financial
Officer.
32.1 Section 906 Certification of Chief Executive
Officer. (6)
32.2 Section 906 Certification of Chief Financial
Officer. (6)
----------
* Management contract or compensation plan or arrangement
(1) Incorporated by reference to our Registration Statement on Form S-1
(Registration Statement No. 333-36561).
(2) Incorporated by reference to our Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000.
(3) Incorporated by reference to our Quarterly Report on Form 10-Q for
the quarter ended September 30, 2001.
(4) Incorporated by reference to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2000.
(5) Incorporated by reference to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2001.
(6) Incorporated by reference to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2003.
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:June 15, 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 June 15, 2004
------------------------------------------- Board
James C. Eckert
/s/ G. Darcy Klug Chief Financial Officer June 15, 2004
-------------------------------------------
G. Darcy Klug
/s/ Deborah C. DeRouen Chief Accounting Officer June 15, 2004
-------------------------------------------
Deborah C. DeRouen
/s/ Marshall G. Webb Director June 15, 2004
-------------------------------------------
Marshall G. Webb
/s/ David A. Melman Director June 15, 2004
-------------------------------------------
David A. Melman
/s/ Michael G. DeHart Director June 15, 2004
-------------------------------------------
Michael G. DeHart
/s/ Richard C. White Director June 15, 2004
-------------------------------------------
Richard C. White
/s/ Craig P. Rothwell Director June 15, 2004
-------------------------------------------
Craig P. Rothwell
10
EXHIBIT INDEX
EXHIBIT NUMBER
--------------
3.1 Composite Articles of Incorporation of OMNI
Energy Services Corp.(as of November 7, 2000).
(4)
3.2 Form of Articles of Amendment -- Articles of
Incorporation (5)
3.3 Bylaws of OMNI, as amended. (2)
4.1 See Exhibit 3.1 and 3.2 for provisions of our
Articles of Incorporation and By-laws defining
the rights of holders of Common Stock.
4.2 Specimen Common Stock Certificate. (1)
*10.1 Form of Indemnity Agreement by and between us and
each of our directors and executive officers.(1)
*10.2 Stock Incentive Plan. (1)
*10.3 Form of Stock Option Agreements under our Stock
Incentive Plan. (1)
10.4 Third Amended and Restated Loan Agreement by and
among us, certain of our subsidiaries and
Hibernia National Bank, dated October 30, 2001.
(3)
21.1 Subsidiaries of OMNI Energy Services Corp. (6)
23.1 Consent of Fitts Roberts & Co., P.C. (6)
23.2 Consent of Ernest & Young LLP. (6)
23.3 Notification regarding consent of Arthur Andersen
LLP. (6)
31.1 Section 302 Certification of Chief Executive
Officer. (6)
31.2 Section 302 Certification of Chief Financial
Officer. (6)
31.3 Section 302 Certification of Chief Executive
Officer.
31.4 Section 302 Certification of Chief Financial
Officer.
32.1 Section 906 Certification of Chief Executive
Officer. (6)
32.2 Section 906 Certification of Chief Financial
Officer. (6)
----------
* Management contract or compensation plan or arrangement
(1) Incorporated by reference to our Registration Statement on Form S-1
(Registration Statement No. 333-36561).
(2) Incorporated by reference to our Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000.
(3) Incorporated by reference to our Quarterly Report on Form 10-Q for
the quarter ended September 30, 2001.
(4) Incorporated by reference to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2000.
(5) Incorporated by reference to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2001.
(6) Incorporated by reference to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2003.