<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
</TABLE>
OMNI ENERGY SERVICES CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
LOGO
OMNI ENERGY SERVICES CORP.
4500 NE EVANGELINE THRUWAY
CARENCRO, LOUISIANA 70520
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Shareholders of OMNI Energy Services Corp.:
The annual meeting of shareholders of OMNI Energy Services Corp. (the
"Company") will be held at the Company's principal executive offices at 4500 NE
Evangeline Thruway, Carencro, Louisiana 70502 on May 28, 1998, at 9:00 a.m.,
local time, to consider and vote on:
1. The election of directors.
2. Such other business as may properly come before the meeting or any
adjournments thereof.
Only holders of record of the Company's Common Stock at the close of
business on April 13, 1998, are entitled to notice of and to vote at the annual
meeting.
PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING
ENVELOPE AS PROMPTLY AS POSSIBLE. A PROXY MAY BE REVOKED AT ANY TIME PRIOR TO
THE VOTING THEREOF.
By Order of the Board of Directors
/s/ ALLEN R. WOODARD
----------------------
Allen R. Woodard
Secretary
Carencro, Louisiana
April 24, 1998
<PAGE> 3
OMNI ENERGY SERVICES CORP.
4500 NE EVANGELINE THRUWAY
CARENCRO, LOUISIANA 70520
APRIL 24, 1998
PROXY STATEMENT
This Proxy Statement is furnished to shareholders of OMNI Energy Services
Corp. (the "Company") in connection with the solicitation on behalf of its Board
of Directors (the "Board") of proxies for use at the annual meeting of
shareholders of the Company to be held on May 28, 1998, at the time and place
set forth in the accompanying notice and at any adjournments thereof (the
"Meeting").
Only shareholders of record of the Company's common stock, $0.01 par value
per share ("Common Stock"), at the close of business on April 13, 1998, are
entitled to notice of and to vote at the Meeting. On that date, the Company had
15,726,282 shares of Common Stock outstanding, each of which is entitled to one
vote.
The enclosed proxy may be revoked at any time prior to its exercise by
filing with the Secretary of the Company a written revocation or duly executed
proxy bearing a later date. The proxy will also be deemed revoked with respect
to any matter on which the shareholder votes in person at the Meeting.
Attendance at the Meeting will not in and of itself constitute a revocation of a
proxy. Unless otherwise marked, properly executed proxies in the form of the
accompanying proxy card will be voted for the election of the nominees to the
Board listed below.
This Proxy Statement is first being mailed to shareholders on or about
April 24, 1998. The cost of soliciting proxies hereunder will be borne by the
Company. Proxies may be solicited by mail, personal interview, telephone and
telegraph. Banks, brokerage houses and other nominees or fiduciaries will be
requested to forward the soliciting material to their principals and to obtain
authorization for the execution of proxies. The Company will, upon request,
reimburse them for their expenses in so acting.
ELECTION OF DIRECTORS
GENERAL
The Company's By-laws provide for a Board of Directors to be made up of
seven members, and proxies cannot be voted for more than seven nominees. Each
director elected at the Meeting will serve a one-year term expiring at the 1999
annual meeting of shareholders. The terms of each of the Company's current
directors will expire at the Meeting, and each of the Company's seven current
directors has been nominated for reelection to the Board.
Unless authority to vote for the election of directors is withheld, the
proxies solicited hereby will be voted FOR the election of each individual named
below. If any nominee should decline or be unable to serve for any reason, votes
will instead be cast for a substitute nominee designated by the Board. The Board
has no reason to believe that any nominee will decline to be a candidate or, if
elected, will be unable or unwilling to serve. Under the Company's By-Laws,
directors are elected by a plurality vote.
The Board has nominated and urges you to vote FOR the reelection of the
individuals listed below.
<PAGE> 4
INFORMATION ABOUT THE COMPANY'S DIRECTORS
The following table sets forth, as of April 1, 1998, certain information
about the Company's directors, all of which have been nominated for re-election
to the Board:
<TABLE>
<CAPTION>
DIRECTORS AGE
--------- ---
<S> <C>
David A. Jeansonne.......................................... 37
Roger E. Thomas............................................. 55
Allen R. Woodard............................................ 36
David E. Crays.............................................. 37
Steven T. Stull............................................. 38
Crichton W. Brown........................................... 40
William W. Rucks, IV........................................ 40
</TABLE>
David A. Jeansonne founded the Company's operations in 1987 and has been
Chairman of the Board and Chief Executive Officer of the Company and each of its
predecessors since their respective inceptions. Mr. Jeansonne has also been
Chairman of the Board, President and Chief Executive Officer of American
Aviation Incorporated ("American Aviation") which he co-founded, since its
inception in 1995. Mr. Jeansonne has been a director of the Company since
September 1997.
Roger E. Thomas is President of the Company, a position he has held since
July 1996. Mr. Thomas was Chief Financial Officer of Gulf Coast Marine Divers,
Inc., a provider of offshore diving services, from 1995 to 1996. He was
President of Toth Aluminum Corp., an aluminum processor, from 1994 to 1995. Mr.
Thomas was President of Melamine Technologies, Inc., a marketer and developer of
technology, from 1992 to 1994. He was President of Melamine Chemicals, Inc., a
publicly-traded producer and seller of melamine crystal, from 1987 to 1992. Mr.
Thomas graduated from the University of Florida in 1965 with a B.S. degree in
chemical engineering. Mr. Thomas has been a director of the Company since
September 1997.
Allen R. Woodard is Vice President -- Marketing & Business Development of
the Company, a position he has held since July 1996. He was an exploration field
inspector with The Louisiana Land & Exploration Company, a natural resources
company, from 1988 to 1996. Mr. Woodard is a professional land surveyor and
graduated from Nicholls State University in 1987 with a degree in engineering
technology. Mr. Woodard has been a director of the Company since September 1997.
David E. Crays is Vice President -- Finance and Chief Financial Officer of
the Company, a position he has held since April 1997. He was Controller of Iteq,
Inc., a publicly-traded equipment manufacturer, from 1996 to 1997, and Manager
of Financial Accounting and External Reporting at Petroleum Helicopters, Inc., a
provider of aviation transportation services, from 1993 to 1996. He was
Assistant Treasurer of XCL, Ltd., an independent oil and gas exploration
company, from 1990 to 1993. Mr. Crays is a certified public accountant and
graduated from the University of Texas in 1983 with a B.B.A. degree in honors
business. Mr. Crays has been a director of the Company since September 1997.
Steven T. Stull is the President and Managing Director of Advantage Capital
Partners, a series of institutional venture capital funds under common ownership
and control founded in 1992 (collectively, "Advantage Capital"), and is an
executive officer and a director of each of the Advantage Capital companies.
From 1985 through 1993, Mr. Stull was employed by General American Life
Insurance Company in various positions, including Vice President of the
Securities Division. He is a chartered financial analyst and a securities
registered representative. Mr. Stull graduated from Washington University in
1981 with a B.S. in Business Administration and in 1985 with an M.B.A. Mr. Stull
has been a director of the Company since September 1997.
Crichton W. Brown is an executive officer and a director of each of the
Advantage Capital companies. From 1988 to 1994, Mr. Brown was Senior Vice
President and Director -- Corporate Development of The Reily Companies, Inc., a
private holding company with interests in consumer goods manufacturing and
corporate venture capital investing. From 1984 to 1988, Mr. Brown served as
principal of Criterion Venture Partners, an institutional venture capital firm.
Mr. Brown graduated from Stanford University in 1980 with a
2
<PAGE> 5
B.A. in Business Administration and a B.S. in Engineering Management. He
subsequently graduated from the University of Pennsylvania Wharton School of
Finance in 1984 with an M.B.A. Mr. Brown has been a director of the Company
since September 1997.
William W. Rucks, IV has been a private venture capitalist-investor since
September 1996. He served as President and Vice Chairman of Ocean Energy, Inc.
(formerly Flores & Rucks, Inc.) from July 1995 until September 1996 and as
President and Chief Executive Officer from its inception in 1992 until July
1995. From 1985 to 1992, Mr. Rucks served as President of FloRuxco, Inc. Prior
thereto, Mr. Rucks worked as a petroleum landman with Union Oil Company of
California in its Southwest Louisiana District, serving as Area Land Manager
from 1981 to 1984. Mr. Rucks has been a director of the Company since September
1997 and is also a director of Ocean Energy, Inc. and First Commerce
Corporation.
Due to the short interval between the Company's inception in September of
1997 and the end of the year, the Board did not hold any formal meetings during
1997. In lieu thereof, following informal conferences among certain directors,
the Board took action by unanimous consent.
BOARD COMMITTEES
The Board has established an Audit Committee, a Compensation Committee and
an Executive Committee. The Company does not have a nominating committee. The
Audit Committee reviews the Company's financial statements and annual audit and
meets with the Company's independent public accountants to review the Company's
internal controls and financial management practices. The current members of the
Audit committee are Messrs. Brown and Stull. The Audit Committee did not meet
during 1997.
The Compensation Committee recommends to the Board compensation for the
Company's executive officers and other key employees, administers the Company's
stock incentive plan (the "Plan") and performs such other functions as may be
prescribed by the Board. The current members of the Compensation Committee are
Messrs. Brown, Stull and Rucks. The Compensation Committee did not meet during
1997.
The Executive Committee performs certain duties delegated to it by the
Board when it is not possible or practical to convene the full Board. The
current members of the Executive Committee are Messrs. Jeansonne, Stull and
Thomas.
COMPENSATION OF DIRECTORS
Each non-employee director is paid an attendance fee of $2,000 for each
Board meeting attended and $500 for each committee meeting attended. All
directors are reimbursed for reasonable out-of-pocket expenses incurred in
attending Board and committee meetings.
Upon completion of the initial public offering of the Company's Common
Stock (the "Offering"), each non-employee director was granted an option to
purchase 10,000 shares of Common Stock at an exercise price of $11 per share.
Each person who becomes a non-employee director in the future will also 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 the date such person
becomes a director.
Additionally, in each year during which the Plan is in effect and a
sufficient number of shares of Common Stock are available thereunder, including
1998, each person who is a non-employee director on the day following the annual
meeting of the Company's shareholders will be 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 such date. All such options shall become fully
exercisable on the first anniversary of their date of grant and shall expire on
the tenth anniversary thereof, unless the nonemployee director ceases to be a
director of the Company, in which case the exercise periods will be shortened.
3
<PAGE> 6
PRINCIPAL SHAREHOLDERS
The following table sets forth as of April 1, 1998, certain information
regarding beneficial ownership of Common Stock by (i) each of the Named
Executive Officers, (ii) each director of the Company, (iii) all of the
Company's directors and executive officers as a group and (iv) each shareholder
known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock. Unless otherwise indicated, the Company believes that
the shareholders listed below have sole investment and voting power with respect
to their shares based on information furnished to the Company by such
shareholders.
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF SHARES OUTSTANDING
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED COMMON STOCK
------------------------ ------------------ -------------
<S> <C> <C>
Advantage Capital..................................... 7,787,162(1) 49.5%
Steven T. Stull....................................... 7,787,162(2) 49.5%
David A. Jeansonne(3)................................. 1,379,922(4) 8.8%
Roger E. Thomas(3).................................... 1,286,333(5) 8.2%
Allen R. Woodard(3)................................... 1,392,083(6) 8.8%
David E. Crays........................................ 18,189(7) *
Crichton W. Brown..................................... -- --
William W. Rucks, IV.................................. 8,000 *
Robert H. Chaney(8)................................... 779,500 5.0%
All directors and executive officers as a group (8
persons)............................................ 11,871,689(9) 75.4%
</TABLE>
- ---------------
* Less than one percent.
(1) The address of Advantage Capital is 909 Poydras Street, Suite 2230, New
Orleans, Louisiana 70112. Of the shares reported above, 293,983 are held by
Advantage Capital Partners Limited Partnership, of which Advantage Capital
Corporation is the general partner; 993,831 are held by Advantage Capital
Partners II Limited Partnership, of which Advantage Capital Corporation is
the general partner; 1,616,060 are held by Advantage Capital Partners III
Limited Partnership, of which Advantage Capital Management Corporation is
the general partner; 3,025,697 are held by Advantage Capital Partners IV
Limited Partnership, of which Advantage Capital Financial Company, L.L.C.
is the general partner; and 1,857,591 are held by Advantage Capital
Partners V Limited Partnership, of which Advantage Capital Advisors, L.L.C.
is the general partner.
(2) The address of Mr. Stull is c/o Advantage Capital, 909 Poydras Street,
Suite 2230, New Orleans, Louisiana 70112. All shares are held by the
Advantage Capital companies referred to in note (1). Mr. Stull is the
majority shareholder of each of the general partners referred to in note
(1).
(3) The address of Messrs. Jeansonne, Thomas and Woodard is c/o OMNI Energy
Services Corp., 4500 NE Evangeline Thruway, Carencro, Louisiana 70520.
(4) Of such shares, 1,080,017 are held by American Aviation of which Mr.
Jeansonne owns 90% of the common stock.
(5) Includes a total of 158,625 shares of Common Stock held by Mr. Thomas's
children. Mr. Thomas disclaims beneficial ownership of such shares.
(6) Includes a total of 105,750 shares of Common Stock held by Mr. Woodard's
children.
(7) Consists of shares subject to options that will be exercisable within 60
days.
(8) Mr. Chaney reported on a Schedule 13G filed with the Securities and
Exchange Commission on March 17, 1998, sole voting and dispositive power
with respect to 779,500 shares of Common Stock. In the filing, Mr. Chaney
reported that of the 779,500 shares reported, 157,500 were owned by R.
Chaney & Partners IV L.P. and 622,000 were owned by R. Chaney & Partners
III L.P. Mr. Chaney is the sole stockholder of R. Chaney Investments, Inc.
and R. Chaney & Partners, Inc., the general partners of R. Chaney &
Partners IV L.P. and R. Chaney & Partners III L.P., respectively. The
address for Mr. Chaney and each of the entities listed in his filing is 909
Fannin, Suite 1275, Two Houston Center, Houston, Texas 77010-1006.
(9) See Notes (2), (4), (5), (6) and (7) above.
4
<PAGE> 7
EXECUTIVE COMPENSATION
ANNUAL COMPENSATION
The following table sets forth all cash compensation and options granted
for the three years ended December 31, 1997, to the Company's Chief Executive
Officer and each of its two most highly compensated executive officers
(collectively, the "Named Executive Officers"). No other employee of the Company
was paid over $100,000 by the Company during 1997.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------------------- -------------
OTHER NO. OF SHARES
ANNUAL UNDERLYING
COMPEN- OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SATION(1) GRANTED COMPENSATION
--------------------------- ---- -------- ---------- --------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
David A. Jeansonne, 1997 $130,208 $ 50,000 $-- -- $--
Chief Executive Officer 1996 $111,764 $1,163,478 $-- -- $--
1995 $ 72,000 $ 902,807 $-- -- $--
Roger E. Thomas, 1997 $143,750 $ -- $-- 300,000 $--
President(2) 1996 $ 78,125 $ -- $-- -- $--
Allen R. Woodward, 1997 $104,167 $ -- $-- 300,000 $--
Vice President -- Marketing 1996 $ 38,042 $ -- $-- -- $--
and Business Development(2)
</TABLE>
- ---------------
(1) Prerequisites 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.
(2) Mr. Thomas joined the Company in May 1996, and Mr. Woodard joined the
Company effective in July 1996.
1997 STOCK OPTION GRANTS
The following table contains information concerning the grant of stock
options to the Named Executive Officers during 1997.
1997 STOCK OPTION GRANTS
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
% OF TOTAL AT ASSUMED ANNUAL RATES OF
NO. OF SHARES OPTIONS STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM(1)
OPTIONS EMPLOYEES EXERCISE EXPIRATION -----------------------------
NAME GRANTED IN 1997 PRICE DATE 5% 10%
---- ------------- ---------- -------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
David A. Jeansonne......... -- -- -- -- -- --
Roger E. Thomas............ 300,000(2) 28.3% $11.00 4/30/07 $2,075,352 $5,259,350
Allen R. Woodward.......... 300,000(2) 28.3% $11.00 4/30/07 $2,075,352 $5,259,350
</TABLE>
- ---------------
(1) Amounts reflect certain assumed rates of appreciation set forth in the
Securities and Exchange Commission's executive compensation disclosure
rules. Actual gains, if any, on stock option exercises depend on future
performance of the Common Stock and overall market conditions. The fair
market value of the Common Stock on the date of grant was $11.00 per share.
At an annual rate of appreciation of 5% per year for the option term, the
stock price would be $17.92 per share. At an annual rate of appreciation of
10% per year for the option term, the stock price would be $28.53.
(2) These options will become exercisable in equal installments on each of July
18, 1998 and 1999.
5
<PAGE> 8
AGGREGATE OPTION EXERCISES DURING 1997
AND OPTION VALUES AT YEAR END
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT
OPTIONS AT YEAR
YEAR END(#) END($)(1)
------------- -------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
ON EXERCISE(#) REALIZED UNEXERCISABLE UNEXERCISABLE
--------------- -------- ------------- -------------
<S> <C> <C> <C> <C>
David A. Jeansonne............................. -- $-- -- --
Roger E. Thomas................................ -- $-- 0/300,000 0/225,000
Allen R. Woodard............................... -- $-- 0/300,000 0/225,000
</TABLE>
- ---------------
(1) Based on the difference between the closing sale price of Common Stock of
$11.75 on December 31, 1997, as reported by the Nasdaq National Market and
the exercise price of such options.
EXECUTIVE EMPLOYMENT AGREEMENTS
All of the Company's Named Executive Officers have entered into employment
agreements with the Company. All such contracts contain agreements of each of
the Named Executive Officers to refrain from using or disclosing proprietary
information of the Company, as defined therein, and to refrain from competing
with the Company in specified geographic areas during such officer's employment
and for two years thereafter with respect to Mr. Jeansonne and for five years
thereafter with respect to Messrs. Thomas and Woodard.
The term of Mr. Jeansonne's employment agreement is from July 1, 1997 to
June 30, 2003. The agreement provides that Mr. Jeansonne will serve as Chairman
of the Board and Chief Executive Officer of the Company during such term at a
base salary of $150,000 per year, and that Mr. Jeansonne's employment may be
terminated at any time by the Company for cause or for breach of the agreement
by Mr. Jeansonne.
The term of Mr. Thomas' employment agreement is from July 19, 1996 to July
19, 1999. The agreement provides that he will serve as President and a director
of the Company and perform such other duties as may be assigned to him by the
Board of Directors at a base salary of $150,000 per year throughout the term of
the agreement. Mr. Thomas' employment agreement may be terminated at any time by
the Company for cause or for breach of the agreement by Mr. Thomas. Depending
upon the circumstances of termination, Mr. Thomas may be entitled to additional
payments related to certain exercises of stock options by Mr. Thomas following
termination.
The term of Mr. Woodard's employment agreement is from July 19, 1996 to
July 19, 1999. The agreement provides that he will serve as Vice
President -- Marketing & Business Development, Secretary and a director of the
Company and will perform such other duties as may be assigned to him by the
Board of Directors at a base salary of $100,000 per year throughout the term of
the agreement. Mr. Woodard's employment agreement may be terminated at any time
by the Company for cause or for breach of the agreement by Mr. Woodard.
Depending upon the circumstances of termination, Mr. Woodard may be entitled to
additional payments related to certain exercises of stock options by Mr. Woodard
following termination.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to September 1997, the Board had no Compensation Committee or other
committee performing similar functions. Messrs. Thomas and Jeansonne
participated in deliberations of the Board during 1997 concerning executive
compensation. No executive officer of the Company served in 1997 as a director,
or member of the compensation committee, of another entity one of whose
executive officers served as a director, or member of the Compensation
Committee, of the Company.
The Company was paid $3.4 million during 1997 by OceanEnergy, Inc.
(formerly Flores & Rucks, Inc.), a corporation of which Mr. Rucks, a member of
the Compensation Committee, serves as a director.
6
<PAGE> 9
On March 31, 1998, the Company sold its remaining fixed-wing aircraft and
related equipment to American Aviation Charters, L.L.C., a limited liability
company controlled by Advantage Capital and Mr. Jeansonne ("AAC"), for
$2,617,000. The Company also agreed to provide consulting services to AAC
related to its application for a Federal Aviation Administration operating
certificate and limited operational support until June 28, 1998 for an
additional $300,000. Management believes that these transactions were completed
at prices that approximate those the Company would have been paid by
unaffiliated third parties for similar assets and services.
COMPENSATION COMMITTEE'S REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee was established in connection with the Company's
initial public offering in December 1997. The Committee is authorized to review
and analyze the compensation of the Company's executive officers, review and
provide general guidance as to compensation of the Company's other managers,
evaluate the performance of the Company's executive officers and administer the
Plan. The current members of the Committee are Messrs. Stull, Brown and Rucks.
None of the members of the Committee is an officer or employee of the Company.
The Company's executive compensation is comprised primarily of (i) salaries
and (ii) long-term incentive compensation in the form of stock options granted
under the Plan.
The Company entered into employment agreements with each of its executive
officers and certain other officers and key employees prior to the Offering and
formation of the Compensation Committee. The terms of such agreements were the
results of arms-length negotiations between each such person and Advantage
Capital, as the principal investor in the Company, and in general, establish the
base salary for each such person during the term of the agreement. Further
information regarding the employment agreements of the Named Executive Officers
is set forth under "Executive Employment Agreements," above. Salaries of such
persons were determined based in part on compensation levels necessary to obtain
officers of the Company and over-all competitive and market conditions.
The Company also provides long-term incentives to executive officers in the
form of stock options granted under the Plan. The stock option awards are
intended to reinforce the relationship between compensation and increases in the
market price of the Common Stock and to align the executive officers' financial
interests with that of the Company's shareholders. The size of awards is based
upon the position of each participating officer and a subjective assessment of
each participant's individual performance.
The table entitled "1997 Stock Option Grants" under the heading "Executive
Compensation" contains information regarding options granted in 1997 to Messrs.
Thomas and Woodard. These options were granted as part of an arms-length
transaction between the principal investors in the Company, which resulted, in
part, in a realignment of the ownership of OMNI Geophysical (as defined herein)
prior to the Offering. The grant of these options in 1997 was not related to the
compensation of Messrs. Thomas and Woodard in their respective capacities as
executive officers of the Company.
Section 162(m) of the Internal Revenue Code limits the Company's tax
deduction to $1 million for compensation paid to certain highly compensated
executive officers. Generally, compensation granted by privately-held companies
and qualified performance-based compensation is excluded from this deduction
limitation if certain requirements are met. No executive officer of the Company
reached the deductibility limitation for 1997. The Compensation Committee
believes that the stock options granted to executive officers, as discussed
above, qualify for the exclusions from the deduction limitation under Section
162(m). The Compensation Committee anticipates that the remaining components of
individual executive compensation that do not qualify for an exclusion from
Section 162(m) should not exceed $1 million in any year and therefore will
continue to qualify for deductibility.
THE COMPENSATION COMMITTEE
Steven T. Stull Crichton W. Brown William W. Rucks
IV
7
<PAGE> 10
PERFORMANCE GRAPH
The graph below compares the total stockholder return on the Common Stock
since the Offering on December 5, 1997 until December 31, 1997 with the total
return on the S&P 500 Index and the Company's Peer Group Index for the same
period, in each case assuming the investment of $100 on December 5, 1997 at the
initial public offering price ($11.00 per share). The Company's Peer Group Index
consists of Petroleum Geo-Services ASA (NYSE:PGO), Dawson Geophysical Co.
(NASDAQ:DWSN), SEITEL, Inc. (NYSE:SEI), 3D Geophysical, Inc. (NASDAQ: TDGO),
Veritas DGC, Inc. (NYSE:VTS) and Western Atlas, Inc. (NYSE:WAI).
COMPARISON OF ONE MONTH CUMULATIVE TOTAL RETURN*
<TABLE>
<CAPTION>
MEASUREMENT PERIOD PEER GROUP
(FISCAL YEAR COVERED) OMNI S&P 500 INDEX
<S> <C> <C> <C>
DECEMBER 5, 1997 100 100 100
DECEMBER 31, 1997 107 101 99
</TABLE>
- ---------------
* $100 invested on December 5, 1997 in stock or index, including reinvestment of
dividends.
CERTAIN TRANSACTIONS
The Company was formed on September 11, 1997 to serve as a successor to
OMNI Geophysical, L.L.C. ("OMNI Geophysical") and to facilitate the Offering.
Immediately prior to the completion of the Offering, the holders of common units
in OMNI Geophysical exchanged all of such units for 12,000,000 shares of Common
Stock (the "Share Exchange"), and the holders of outstanding options to acquire
common units of OMNI Geophysical received options to acquire a corresponding
number of shares of Common Stock.
On July 19, 1996, OMNI Geophysical acquired substantially all of the assets
(the "OGC Acquisition") of OMNI Geophysical Corporation ("OGC"), of which Mr.
Jeansonne is a director, executive officer and principal shareholder, for
approximately $13.3 million, of which $11.0 million was paid in cash and $2.3
million was paid by the delivery of a subordinated note (the "OGC Note"). During
1997, OMNI Geophysical made regular quarterly payments of $75,000 on the OGC
Note, and the Company repaid the OGC Note in full from the proceeds of the
Offering.
Effective July 1, 1997, OMNI Geophysical purchased substantially all of the
assets of American Aviation, a corporation of which Mr. Jeansonne is the
president and chief executive officer and holder of 90% of the outstanding
shares and of which R. Patrick Morris (an executive officer of the Company) is a
vice
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president and holder of 10% of the outstanding shares (the "AA Acquisition"),
for 10,213 common units of OMNI Geophysical (which were exchanged for 1,080,017
shares of Common Stock pursuant to the Share Exchange), $0.5 million in cash and
a $1.0 million subordinated note. This note was repaid from the proceeds of the
Offering. OMNI Geophysical also assumed approximately $6.7 million of
indebtedness of American Aviation, including $3.4 million owed to Mr. Jeansonne
for working capital advances. All of this assumed indebtedness was repaid at the
time of the acquisition with borrowings from Hibernia National Bank, which in
turn was repaid from the proceeds of the Offering. Prior to the AA Acquisition,
OMNI Geophysical purchased a Bell 206B-III helicopter from American Aviation for
$526,000. Management believes that both the AA Acquisition and the helicopter
purchase were completed at prices that approximate those that the Company would
have paid to unaffiliated third parties for similar assets.
Since the OGC Acquisition, OMNI Geophysical, and now the Company, has
leased the land and building in which the Company's facilities are located under
an agreement with OGC that also contains an option to buy such property. OMNI
Geophysical and the Company, collectively, paid $60,000 under this lease in
1997.
The Company was paid $3.4 million during 1997 by Ocean Energy, Inc.
(formerly Flores & Rucks, Inc.), a corporation of which Mr. Rucks serves as a
director.
On September 30, 1997, OMNI Geophysical entered into a $10.0 million term
loan (the "Distribution Loan") with Hibernia National Bank, the proceeds of
which were used to fund the repurchase of the preferred units of OMNI
Geophysical (all of which were owned by Advantage Capital) for $5 million and a
$5 million distribution of undistributed earnings to its members (the "LLC
Distribution"). In December 1997, the Company borrowed an additional $1.0
million under the Distribution Loan and distributed that amount to the members
of OMNI Geophysical as payment of the final portion of the LLC Distribution.
On March 31, 1998, the Company sold its remaining fixed-wing aircraft and
related equipment to AAC, a limited liability company controlled by Advantage
Capital and Mr. Jeansonne, for $2,617,000. The Company also agreed to provide
consulting services to AAC related to its application for a Federal Aviation
Administration operating certificate and limited operational support until June
28, 1998 for an additional $300,000. Management believes that these transactions
were completed at prices that approximate those the Company would have been paid
by unaffiliated third parties for similar assets and services.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and 10% shareholders to file with the Securities
and Exchange Commission reports of ownership and changes in ownership of equity
securities of the Company. During 1997, all such reports were timely filed.
RELATIONSHIP WITH INDEPENDENT
PUBLIC ACCOUNTANTS
The Company's consolidated financial statements for the year ended December
31, 1997, were audited by the firm of Arthur Andersen LLP. Under the resolution
appointing Arthur Andersen LLP to audit the Company's financial statements, such
firm will remain as the Company's auditors until replaced by the Board.
Representatives of Arthur Andersen LLP are expected to be present at the
Meeting, with the opportunity to make any statement they desire at that time,
and will be available to respond to appropriate questions.
OTHER MATTERS
QUORUM AND VOTING OF PROXIES
The presence, in person or by proxy, of a majority of the outstanding
shares of Common Stock is necessary to constitute a quorum. Shareholders voting,
or abstaining from voting, by proxy on any issue will be counted as present for
purposes of constituting a quorum. If a quorum is present, the election of
directors is
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determined by plurality vote. The affirmative vote of a majority of the votes
cast at the Meeting is generally required to approve other proposals that may
properly be brought before the Meeting. If brokers do not receive instructions
from beneficial owners as to the granting or withholding of proxies and do not
exercise discretionary power to grant a proxy with respect to such shares (a
"broker non-vote") on a proposal, then shares not voted on such proposal as a
result will be counted as not present and not cast with respect to such
proposal.
All proxies received by the Company in the form enclosed will be voted as
specified and, in the absence of instructions to the contrary, will be voted for
the election of the nominees named herein. The Company does not know of any
matters to be presented at the Meeting other than those described herein.
However, if any other matters properly come before the Meeting, it is the
intention of the persons named in the enclosed proxy to vote the shares
represented by them in accordance with their best judgment.
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
For any person other than a person nominated by the Board to be eligible
for nomination for election as a director, advance notice must be provided to
the Company's principal executive offices not more than 90 days and not less
than 45 days in advance of the annual meeting of shareholders; provided,
however, that in the event that less than 55 days notice or prior public
disclosure of the date of the meeting is given or made to shareholders, such
notice will be deemed timely if received at the Company's principal executive
offices no later than the close of business on the tenth day following the day
on which notice of the date of the meeting was mailed or such public disclosure
was made. This notice shall state (a) the name and business and residential
addresses of the nominating stockholder, (b) the number of shares of Common
Stock beneficially owned by the nominating stockholder, (c) whether the
nominating shareholder is the sole beneficial owner of such Common Stock and, if
not, the name and address of any other beneficial owner of such Common Stock,
and (d) for each proposed nominee, the proposed nominee's name, age and business
and residential addresses, the proposed nominee's principal occupation or
employment and the number of shares of Common Stock beneficially owned by the
proposed nominee, the proposed nominee's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected, along with
such other information regarding the proposed nominee as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been proposed by the Board.
Eligible shareholders who desire to present a proposal for inclusion in the
proxy materials relating to the Company's 1999 annual meeting pursuant to
regulations of the Securities and Exchange Commission must forward such
proposals to the Secretary of the Company at the address listed on the first
page of this Proxy Statement in time to arrive at the Company prior to December
28, 1998.
By Order of the Board of Directors
/s/ ALLEN R. WOODARD
----------------------
Allen R. Woodard
Secretary
Carencro, Louisiana
April 24, 1998
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OMNI ENERGY SERVICES CORP.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MAY 28, 1998
The undersigned hereby appoints David A. Jeansonne and David E. Crays, or
either of them, as proxy for the undersigned, each with full power of
substitution, and hereby authorizes each of them to represent and to vote all
shares of common stock of OMNI Energy Services Corp. (the "Company") that the
undersigned is entitled to vote at the annual meeting of shareholders to be held
May 28, 1998, and any adjournments thereof, with respect to the following
matter:
1. Election of Directors:
Crichton W. Brown David E. Crays David A. Jeansonne
William W. Rucks,IV Steven T. Stull Roger E. Thomas
Allen R. Woodard
PLEASE SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES ON THE
REVERSE SIDE. IF NO SPECIFIC DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR
ALL NOMINEES LISTED ABOVE. YOUR SHARES CANNOT BE VOTED UNLESS YOU SIGN, DATE AND
RETURN THIS PROXY.
--------------
SEE REVERSE
SIDE
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<PAGE> 14
OMNI ENERGY SERVICES CORP.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
The Board of Directors recommends a vote for Proposal 1.
1. Election of Directors
NOMINEES: CRICHTON W. BROWN, DAVID E. CRAYS, DAVID A. JEANSONNE, WILLIAM W.
RUCKS, IV, STEVEN T. STULL, ROGER E. THOMAS, ALLEN R. WOODARD
<TABLE>
<CAPTION>
FOR all WITHHOLD FOR all nominees, except
nominees AUTHORITY vote withheld for those
to vote for named below:
all nominees
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>
----------------------------
Nominee Exceptions
2. In his discretion, to transact such other business as may properly come
before the meeting and any adjournments thereof.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>
Check this box
to note change of [ ]
address
The signer hereby revokes all authorizations heretofore given by the signer to
vote at the meeting or any adjournments thereof.
- --------------------------------------------------------------------------------
Signature Date
- --------------------------------------------------------------------------------
Signature Date
NOTE: Please sign exactly as name appears hereon. When signing as attorney,
executor, administrator, trustee, or guardian, please give full title as
such. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership
name by authorized persons.
