As filed with the Securities and Exchange Commission on April 3, 1998.
Registration No. 333-__________
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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 4484 NE EVANGELINE THRUWAY 72-1395273
(State or other CARENCRO, LOUISIANA 70520 (I.R.S. Employer
jurisdiction of (318) 896-6664 Identification No.)
incorporation or (Address, including zip code, and telephone
organization) number, including area code, of Registrant's
principal executive offices)
STOCK INCENTIVE PLAN
AND
STOCK OPTION AGREEMENTS WITH CERTAIN EMPLOYEES
(Full title of plans)
DAVID E. CRAYS
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
OMNI ENERGY SERVICES CORP.
4484 NE EVANGELINE THRUWAY
CARENCRO, LOUISIANA 70520
(318) 896-6664
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
MARGARET F. MURPHY
Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, LA 70170-5100
(504) 582-8242
____________________
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED{(1)} PER SHARE OFFERING PRICE FEE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share{(3)} 1,061,500 shares $ 11.00(2) $ 11,676,500(2) $ 3,445
8,000 shares $ 10.375(2) $ 83,000(2) $ 25
118,018 shares $ 2.28(2) $ 269,081(2) $ 80
430,500 shares $ 12.00(3) $ 5,166,000 $ 1,524
---------------- -------- ------------ ---------
Total 1,618,018 shares $ 17,194,581 $ 5,074
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(1)Upon a stock split, stock dividend or similar transaction in the future and
during the effectiveness of this Registration Statement involving Common
Stock of the Company, the number of shares registered shall be automatically
increased to cover the additional shares in accordance with Rule 416(a)
under the Securities Act of 1933.
(2)Computed in accordance with Rule 457(h) under the Securities Act of 1933,
calculated based upon the price at which currently outstanding options are
exercisable.
(3)Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based on the
average of the high and low prices of a share of Common Stock reported on
the Nasdaq Stock Market on March 31, 1998.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by OMNI Energy Services
Corp. (the "Company") with the Securities and Exchange Commission (the
"Commission"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997 filed pursuant to Section 13 of the Securities
Exchange Act of 1934; and
(b) The description of the Common Stock included in Item 1 of the
Company's Registration Statement on Form 8-A dated November 17, 1997.
All reports filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold shall, except to the extent otherwise provided by Regulation S-K or
any other rule promulgated by the Commission, be deemed to be incorporated
by reference in this Registration Statement and to be part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Louisiana law, the Company's Articles of Incorporation
contain certain provisions eliminating the personal liability of the
directors and officers to the Company and its shareholders for monetary
damages for breaches of their fiduciary duties as directors or officers,
except for (i) a breach of a director's or officer's duty of loyalty to the
Company or to its shareholders, (ii) acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii)
dividends or stock repurchases or redemptions that are illegal under
Louisiana law and (iv) any transaction from which he or she receives an
improper personal benefit. In addition, the Articles of Incorporation
provide that if Louisiana law is amended to authorize the further
elimination or limitation of the liability of a director or officer, then
the liability of the directors or officers shall be eliminated or limited
to the fullest extent permitted by Louisiana law, as amended. These
provisions pertain only to breaches of duty by directors or officers in
such capacities and limit liability only for breaches of fiduciary duties
under Louisiana corporate law and not for violations of other laws such as
the federal securities laws.
The Company's By-laws require the Company to indemnify its directors
and officers against certain expenses and costs, judgments, settlements and
fines incurred in the defense of any claim, including any claim brought by
or in the right of the Company, to which they were made parties by reason
of being or having been directors and officers, subject to certain
conditions and limitations.
In addition, each of the Company's directors and executive officers
has entered into an indemnity agreement with the Company, pursuant to which
the Company has agreed under certain circumstances to purchase and maintain
directors' and officers' liability insurance. The agreements also provide
that the Company will indemnify the directors and executive officers
against any costs and expenses, judgments, settlements and fines incurred
in connection with any claim involving a director or executive officer by
reason of his position as a director or executive officer that are in
excess of the coverage provided by such insurance; provided that the
director or executive officer meets certain standards of conduct. Under
the indemnity agreements, the Company is not required to purchase and
maintain directors' and officers' liability insurance if it is not
reasonably available or, in the reasonable judgment of the Board of
Directors, there is insufficient benefit to the Company from the insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. (included in Exhibit 5).
__________
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceedings) is asserted by such director, officer
or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Carencro, State of Louisiana, on March 31,
1998.
OMNI ENERGY SERVICES CORP.
By: /S/ DAVID A. JEANSONNE
----------------------
David A. Jeansonne
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of David A. Jeansonne, Roger E. Thomas and
David E. Crays, or any one 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
or 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.
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SIGNATURE TITLE DATE
<S> <C> <C>
/S/ DAVID A. JEANSONNE Chief Executive Officer and Chairman of March 31, 1998
David A. Jeansonne the Board (Principal Executive Officer)
/S/ ROGER E. THOMAS President and Director March 31, 1998
Roger E. Thomas
/S/ ALLEN R. WOODARD Vice President-Marketing; Business Development March 31, 1998
Allen R. Woodard and Director
/S/ DAVID E. CRAYS Vice President Finance and Chief Financial March 31, 1998
David E. Crays Officer (Principal Financial and Accounting
Officer) and Director
/S/ STEVEN T. STULL Director April 3, 1998
Steven T. Stull
/S/ CRICHTON W. BROWN Director April 3, 1998
Crichton W. Brown
/S/ WILLIAM W. RUCKS, IV Director March 31, 1998
William W. Rucks, IV
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JONES, WALKER EXHIBIT 5
Waechter, Poitevent
Carrere & Denegre, L.L.P.
April 2, 1998
OMNI Energy Services Corp.
4484 NE Evangeline Thruway
Carencro, LA 70520
Gentlemen:
We have acted as counsel for OMNI Energy Services Corp., a Louisiana
corporation (the "Company"), in connection with the Company's registration
statement on Form S-8 (the "Registration Statement") with respect to the
issuance by the Company of 1,500,000 shares of the common stock of the
Company, $.01 par value per share (the "Common Stock"), pursuant to the
terms of the Stock Incentive Plan (the "Plan") and 118,018 shares of Common
Stock pursuant to the terms of stock option agreements (the "Agreements")
between certain employees and the Company.
Based upon the foregoing, and upon our examination of such matters as
we deem necessary in order to furnish this opinion, we are of the opinion
that the shares of Common Stock referred to herein, when issued for at
least par value on the terms described in the Plan and Agreements, will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /s/ Margaret F. Murphy
-----------------------
Margaret F. Murphy
EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated February
11, 1998 included in Omni Energy Services Corp.'s Form 10-K for the year
ended December 31, 1997 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
New Orleans, La.
April 2, 1998
