As filed with the Securities and Exchange Commission on June 22, 1999.
Registration No. 333- _______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------
OMNI Energy Services Corp.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Louisiana 4500 NE Interstate 49 72-1395273
(STATE OR OTHER Carencro, Louisiana 70520 (I.R.S. EMPLOYER
JURISDICTION OF (318) 896-6664 IDENTIFICATION NUMBER)
INCORPORATION OR (ADDRESS, INCLUDING ZIP CODE,
ORGANIZATION) AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL
EXECUTIVE OFFICES)
-------------------------
John H. Untereker Copy to:
Executive Vice President and Lisa Manget Buchanan
Chief Financial Officer Jones, Walker, Waechter, Poitevent,
OMNI Energy Services Corp. Carrere & Denegre, L.L.P.
4500 NE Interstate 49 51st Floor
Carencro, Louisiana 70520 201 St. Charles Avenue
(318) 896-6664 New Orleans, Louisiana 70170-5100
(NAME, ADDRESS, INCLUDING ZIP (504) 582-8000
CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT
FOR SERVICE)
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this registration statement
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. X
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
<TABLE>
<CAPTION>
=========================================================================================================
CALCULATION OF REGISTRATION FEE
=========================================================================================================
TITLE OF EACH PROPOSED MAXIMUM PROPOSED MAXIMUM
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value
per share 80,000 shares $4.28125 $342,500 $96
=========================================================================================================
</TABLE>
(1) Also registered hereby are such additional and indeterminable number
of shares as may become issuable due to adjustments for changes
resulting from stock dividends, stock splits and similar changes.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on
the average of the high and low prices per share of the Common Stock
as reported on the Nasdaq National Market on June 14, 1999.
-------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
OMNI ENERGY SERVICES CORP.
PROSPECTUS
COMMON STOCK
This Prospectus relates to 80,000 shares of our Common stock that may be
offered from time to time by the selling shareholder described herein.
Information regarding the selling shareholder is set forth herein under the
heading "Selling Shareholder."
Our common stock is traded on the Nasdaq National Market under the symbol
"OMNI."
The selling shareholder may sell the shares from time to time in ordinary
brokerage transactions on the Nasdaq National Market or such principal
securities exchange on which the common stock is then trading at prices
prevailing at the time of such sales. From time to time the selling
shareholder may engage in short sales, or short sales against the box, of the
shares. Brokers executing orders are expected to charge normal commissions,
and the proceeds to the selling shareholder will be net of brokerage
commissions.
We are paying all expenses of registration incurred in connection with
this offering. All selling and other expenses incurred by the selling
shareholder will be paid by him.
We will not receive any proceeds from the sale of the shares sold pursuant
to this prospectus.
On June 14, 1999, the last reported sale price of our common stock on the
Nasdaq National Market was $4.375 per share.
See "Risk Factors" beginning on page 3 for information that you should
consider before purchasing the shares.
-------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED ON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
-------------------------
THE DATE OF THIS PROSPECTUS IS JUNE 22, 1999.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities Exchange Commission (the "Commission"). You can
inspect and copy that information at the public reference room of the
Commission at 450 Fifth Street, NW, Washington, D.C. 20549. You may call the
Commission at 1-800-SEC-0330 for more information about the public reference
room. The Commission also maintains an Internet site that contains reports,
proxy and information statements and other information regarding registrants,
like us,that file reports with the Commission electronically. The Commission's
Internet address is http://www.sec.gov. We have filed a registration statement
and related exhibits with the Commission under the Securities Act of 1933. The
registration statement contains additional information about us and our
securities. You may inspect the registration statement and exhibits without
charge at the Commission's public reference room, and you may obtain copies
from the Commission at prescribed rates.
The Commission allows us to "incorporate by reference" the information we
file with it, which means that we can disclose important information to you by
referring to documents on file with the Commission. Certain information that
we currently have on file is incorporated by reference and is an important part
of this prospectus. Certain information that we file later with the Commission
will automatically update and supersede this information.
We incorporate by reference the following documents that we have filed
with the Commission pursuant to the Exchange Act of 1934:
* Annual Report on Form 10-K for the fiscal year ended December 31, 1998
(filed March 31, 1999);
* Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1999
(filed May 14, 1999);
* Current Report on Form 8-K filed with the Commission on April 29, 1999;
* Description of our common stock set forth in our registration statement on
Form 8-A under the Exchange Act dated November 12, 1997
(filed November 17, 1997); and
* All documents filed by us with the Commission pursuant to Sections 13(a),
14 or 15(d) of the Exchange Act after the date of this prospectus and
prior to the termination of this offering.
At your request, we will provide you with a free copy of any of these
filing (except for exhibits, unless the exhibits are specifically incorporated
by reference into the filing). You may request copies by writing or telephoning
us at:
OMNI Energy Services Corp.
4500 NE Interstate 49
Carencro, Louisiana 70520
Attn: John H. Untereker
(318) 896-6664
YOU SHOULD RELY ONLY ON INFORMATION INCORPORATED BY REFERENCE OR PROVIDED
IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH
DIFFERENT INFORMATION.
<PAGE>
NOTICE REGARDING FORWARD-LOOKING STATEMENT
Certain statements made in or incorporated by reference into this
prospectus that are not historical fact are "forward-looking statements" as
defined in Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such forward-looking statements may include,
without limitation:
. statements regarding our business strategy, plans and
objectives;
. statements expressing our beliefs and expectations
regarding future demand for our seismic services and
other events and conditions that may influence demand for
our services and our performance in the future; and
. statements concerning our business strategy and
expectations, industry conditions, market position,
future operations, margins, profitability, liquidity and
capital resources.
Also, you can generally identify forward-looking statements by such
terminology as "may," "will," "expect," "believe," "anticipate," "project,"
"estimate" or similar expressions. Such statements are based on certain
assumptions and analyses made by our management in light of its experience and
its perception of historical trends, current conditions, expected future
developments and other factors it believes to be appropriate. We caution you
that such statements are only predictions and not guarantees of future
performance and that actual results, developments and business decisions may
differ from those envisioned by the forward-looking statements.
All phases of our operations are subject to a number of uncertainties,
risks and other influences, many of which are beyond our control. Any one
of such influences, or a combination, could materially affect the accuracy of
the forward-looking statements and the projections on which the statements are
based. Some important factors that could cause actual results to differ
materially from the anticipated results or other expectations expressed in our
forward-looking statements are discussed under the heading "Risk Factors" below.
RISK FACTORS
IN EVALUATING A POTENTIAL INVESTMENT IN THE SHARES OFFERED BY THIS
PROSPECTUS, YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING RISK FACTORS AS WELL AS
THE OTHER INFORMATION CONTAINED AND INCORPORATED BY REFERENCE IN THIS
PROSPECTUS.
WE DEPEND ON THE OIL AND GAS INDUSTRY; INDUSTRY VOLATILITY.
Our business depends in large part on the conditions of the oil and gas
industry, and specifically on the capital expenditures of our customers. As a
result of the recent decline in oil and gas prices, the level of overall oil
and gas industry activity has declined from levels experienced in recent years.
If our customers' capital spending continues to decrease in line with overall
recent industry trends, it will likely have a significant adverse effect upon
the demand for our services and the results of our operations and cash flows.
<PAGE>
WE OPERATE IN A HIGHLY COMPETITIVE INDUSTRY.
We compete with several other providers of seismic drilling, survey and
aviation support services. Competition among seismic contractors historically
has been and will continue to be intense. Competitive factors have in recent
years included price, crew experience, equipment availability, technological
expertise and reputation for quality and dependability. Our revenues and
earnings may be affected by the following factors:
. changes in competitive prices;
. fluctuations in the level of activity and major markets;
. general economic conditions; and
. governmental regulation.
Additionally, certain of our competitors operate more crews than we do and
have substantially greater financial and other resources. These larger and
better financed operators could enjoy an advantage over us if the competitive
environment for contract awards shifts to one characterized principally by
intense price competition.
RAPID GROWTH INVOLVES RISKS.
We have grown rapidly over the last several years through internal growth
and acquisitions of other companies. It will be important for our future
success to manage our rapid growth and this will demand increased responsibility
for management personnel. The following factors could present difficulties to
us:
. the lack of sufficient executive-level personnel;
. increased administrative burdens; and
. the increased logistical problems of large, expansive
operations.
If we do not manage these potential difficulties successfully, they could
have a material adverse effect on our financial condition and results of
operations.
WE DEPEND ON A FEW SIGNIFICANT CUSTOMERS.
We derive a significant amount of our revenue from a small number of major
and independent oil and gas companies. Our inability to continue to perform
services for a number of our large existing customers,if not offset by sales to
new or other existing customers, could have a material adverse effect on our
business and operations.
OUR OPERATIONS ARE SUBJECT TO SIGNIFICANT OPERATING RISKS.
Our seismic operations are subject to risks of injury to personnel and
loss of equipment. Our crews often conduct operations in extreme weather, in
difficult terrain that is not easily accessible, and under other hazardous
conditions. In addition,our aviation operations are subject to numerous hazards
inherent in the operation of helicopters and airplanes. These hazards include
adverse weather conditions, crashes, collisions and fires, all of which may
result in injury to personnel or loss of equipment. While we have insurance
policies that protect us against liabilities that may be incurred in the
ordinary course of our business, we are unable to insure fully against all
possible loss or liability. We do noT carry business interruption insurance
with respect to our operations.
<PAGE>
FUTURE TECHNOLOGICAL ADVANCES COULD IMPAIR OPERATING ASSETS OR REQUIRE
SUBSTANTIAL UNBUDGETED CAPITAL EXPENDITURES.
We compete in a capital intensive business. The development of seismic
data acquisition and processing equipment has been characterized by rapid
technological advancements in recent years, and this trend may continue.
Manufacturers of seismic equipment may develop new systems that have
competitive advantages over systems now in use that could render our current
equipment obsolete or require us to make significant unplanned capital
expenditures to maintain our competitive position. Under such circumstances,
there can be no assurance that we would be able to obtain necessary financing
on favorable terms.
INTERNATIONAL OPERATIONS INVOLVE RISKS.
Our international operations are subject to risks inherent in doing
business in foreign countries. These risks include, but are not limited to:
. political changes;
. expropriation;
. currency restrictions and changes in currency exchange rates;
. taxes; and
. boycotts and other civil disturbances.
Although it is impossible to predict the likelihood of such occurrences
or their effect on our operations, our management believes that these risks are
acceptable. However, the occurrence of any one of these events could have
a material adverse effect on our operations.
OUR OPERATIONS ARE SUBJECT TO EXTENSIVE GOVERNMENTAL REGULATION.
Our seismic and aviation operations are subject to extensive governmental
regulation. These laws and regulations govern, among other things, operations
in wetlands, the handling of explosives and the operation of commercial
aircraft. We are also required by various governmental agencies to obtain
certain permits, licenses and certificates. To date, we believe that we possess
all permits, licenses and certificates material to the operation of our
business. The loss by us of any of the licenses required for our operation
could have a material adverse effect on our operations. Additionally, the
modification of existing laws or regulations or the adoption of new laws
or regulations affecting the oil and gas industry could have a material adverse
impact on us.
WE DEPEND ON KEY PERSONNEL.
We depend on the continued services of our executive officers and other
key management personnel. If we would lose any of these officers or other
management personnel, this could adversely affect our operations.
<PAGE>
ONE SHAREHOLDER HAS SUBSTANTIAL CONTROL OVER OUR AFFAIRS.
Advantage Capital Corporation and its affiliates beneficially own
approximately 50% of our outstanding common stock. Additionally, two members of
our board of directors are affiliates of Advantage Capital. As a result,
Advantage Capital has the ability to substantially influence our management and
affairs and all matters requiring shareholder approval, including the election
of directors and approval of significant corporate transactions, such as a
merger, consolidation or sale of substantially all of our assets. This may have
the effect of delaying, deferring or preventing a change in control, or
impeding a merger or consolidation, takeover or other business combination.
<PAGE>
THE COMPANY
We are an oilfield supply company that specializes in providing an
integrated range of onshore seismic drilling, helicopter support and survey
services to geophysical companies operating in logistically difficult and
environmentally sensitive terrain in the United States.
Our primary market is the marsh, swamp, shallow water and contiguous dry
land areas along the U.S. Gulf coast, primarily in Louisiana and Texas. In
these areas, which we call the transition zone, we are the leading provider of
seismic drilling services. In late 1997, we commenced operations in the
mountainous regions of the Western United States, and in 1998, we extended our
operations into Canada and Bolivia. In early 1999 we began operations in
Ecuador, Peru, Brazil and Argentina. Our customers are primarily geophysical
companies, although in many cases oil and gas companies participate in
determining which drilling, survey or aviation company will be used on their
seismic projects.
We own and operate an extensive fleet of specialized seismic drilling and
transportation equipment for use in the transition zone, and we fabricate much
of this equipment for our use. We believe that we are the only company that
currently can both provide an integrated range of seismic drilling, helicopter
support and survey services in all of the varied terrains of the transition
zone and simultaneously support operations for multiple, large-scale seismic
projects.
Our business was founded in 1987 by our chairman of the board, David A.
Jeansonne, and in July 1996, OMNI Geophysical L.L.C. acquired substantially all
of the assets of this business. In 1997, OMNI Geophysical L.L.C. acquired
several related business, including the companies that ultimately became our
aviation and survey divisions.
Our company was formed as a Louisiana corporation in September 1997. In
December 1997, all of the holders of common units in OMNI Geophysical L.L.C.
exchanged their common units for shares of our common stock and we completed an
initial public offering of our common stock. The mailing address of our
executive offices is 4500 NE Interstate 49, Carencro, Louisiana 70520. Our
telephone number is (318) 896-6664.
<PAGE>
USE OF PROCEEDS
We will not receive any proceeds from the sales of shares by the selling
shareholder.
SELLING SHAREHOLDER
The 80,000 shares of our common stock being offered pursuant to this
prospectus were issued to the selling shareholder, Edwin Waldman Attie, in
connection with the formation of a joint venture among our company, one of our
subsidiaries and the selling shareholder. Since the formation of the joint
venture in July 1998, the selling shareholder has served as its president.
As of June 14, 1999, the selling shareholder owned 155,947 shares (0.98%)
of our common stock. After completion of this offering the selling shareholder
will own 75,947 shares (0.46%) of our common stock.
PLAN OF DISTRIBUTION
The selling shareholder may offer and sell his shares of our common stock
offered pursuant to this prospectus from time to time in ordinary brokerage
transactions on the Nasdaq National Market or any other principal securities
exchange on which our common stock is then trading at prices prevailing at the
time of such sales, and from time to time, the selling shareholder may engage
in short sales, or short sales against the box, of these shares of our common
stock.
The selling shareholder will not be authorized to use this prospectus for
any offer or sale of the shares of our common stock without first providing
prior notice to us and obtaining our consent.
Brokers executing orders are expected to charge normal commissions, and
the proceeds to the selling shareholder will be net of brokerage commissions.
The selling shareholder will pay all brokerage commissions. We will pay all
expenses of preparing and reproducing this prospectus, but will not receive any
part of the proceeds of the sale of any shares of our common stock offered
pursuant to this prospectus.
In connection with the sales, the selling shareholder and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act of 1933.
LEGAL MATTERS
The validity of the shares of our common stock being offered hereby will
be passed upon for us by Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
L.L.P., New Orleans, Louisiana.
EXPERTS
The consolidated balance sheets of OMNI Energy Services Corp. and
subsidiaries, formerly OMNI Geophysical,L.L.C. and successor to OMNI Geophysical
Corporation ("Predecessor") as of December 31, 1998 and 1997, and the related
consolidated statements of income, cash flows and changes in equity for the
years ended December 31,1998 and 1997 and the 165-day period ended December 31,
1996 and the consolidated statements of income, cash flows and changes in
equity for the 201-day period ended July 19, 1996 of the Predecessor
incorporated by reference in this registration statement, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference herein in
reliance upon the authority of such firm as experts in accounting and auditing
in giving said reports.
<PAGE>
======================== =========================
Prospective investors may rely
only on the information contained
in this prospectus. OMNI Energy
Services Corp. has not authorized OMNI
anyone to provide prospective ENERGY SERVICES
investors with different or CORP.
additional information. This
prospectus is not an offer to
sell, nor is it seeking an offer
to buy these securities in any -------------------------
jurisdiction where the offer is
not permitted. The information
contained in this prospectus is
correct only as of the date of PROSPECTUS
this prospectus,regardless of
the time of the delivery of this
prospectus or any sale of these
securities.
------------------------- -------------------------
TABLE OF CONTENTS
PAGE
---- -------------------------
Where You Can Find More Common Stock
Information.............. 2 ($0.01 par value)
-------------------------
Notice Regarding Forward-
Looking Statements....... 3
Risk Factors............. 3
The Company.............. 7
Use of Proceeds.......... 8
Selling Shareholder...... 8
Plan of Distribution..... 8
Legal Matters............ 8
Experts.................. 8 June 22, 1999
========================= =========================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated fees and expenses payable by us in connection with
the issuance and distribution of the common stock of OMNI Energy Services Corp.
(the "Company") registered hereunder are as follows:
Securities and Exchange Commission
registration fee........................ $ 96
Legal fees and expenses................... 5,000
Accounting fees and expenses.............. 5,000
--------
Total $ 10,096
========
ITEM 15. 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.
<PAGE>
ITEM 16. EXHIBITS.
4.1 - Amended and Restated Articles of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (Registration No. 333-36561)).
4.2 - By-laws of the Company, as amended (incorporated herein by
reference to Exhibit 3.2 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997).
4.3 - Specimen of Common Stock certificate (incorporated herein by
reference to Exhibit 4.2 to the Company's Registration Statement
on Form S-1 (Registration No. 333-365561)).
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).
24 - Power of Attorney (included in the signature pages to this
Registration Statement).
ITEM 17. 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 this registration statement or any material
change to such information in this 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
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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
proceeding) 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 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.
<PAGE>
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-3 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 June 15, 1999.
OMNI ENERGY SERVICES CORP.
By: /S/ ROBERT F. NASH
---------------------------------
Robert F. Nash
President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Robert F. Nash and John H. Untereker, 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 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.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ ROBERT F. NASH President and Chief Executive June 15, 1999
- -------------------------- Officer
Robert F. Nash
/S/ JOHN H. UNTEREKER Executive Vice President and June 15, 1999
- -------------------------- Chief Financial Officer
John H. Untereker (Principal Financial and Accounting
Officer)
and Director
/S/ DAVID A. JEANSONNE Director June 15, 1999
- --------------------------
David A. Jeansonne
June 15, 1999
/S/ STEVEN T. STULL Director
- --------------------------
Steven T. Stull
/S/ CRICHTON W. BROWN Director June 15, 1999
- --------------------------
Crichton W. Brown
/S/ WILLIAM W. RUCKS, IV Director June 15, 1999
- --------------------------
William W. Rucks, IV
/S/ ROGER E. THOMAS Director June 15, 1999
- --------------------------
Roger E. Thomas
/S/ ALLEN R. WOODARD Director June 15, 1999
- --------------------------
Allen R. Woodard
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- -------- --------------
4.1 - Amended and Restated Articles of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (Registration No. 333-36561)).
4.2 - By-laws of the Company, as amended (incorporated herein by
reference to Exhibit 3.2 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997).
4.3 - Specimen of Common Stock certificate (incorporated herein by
reference to Exhibit 4.2 to the Company's Registration Statement on
Form S-1 (Registration No. 333-365561)).
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).
24 - Power of Attorney (included in the signature pages to this
Registration Statement).
JONES, WALKER EXHIBIT 5
Waechter, Poitevent
Carrere & Denegre, L.L.P.
June 17, 1999
OMNI Energy Services Corp.
4500 NE Interstate 49
Carencro, Louisiana 70520
RE: OMNI Energy Services Corp.
Registration Statement on Form S-3
80,000 shares of Common Stock
Gentlemen:
We have acted as your counsel in connection with the preparation of
a registration statement on Form S-3 (the "Registration Statement") filed
by you with the Securities and Exchange Commission (the "Commission") on
or about the date hereof with respect to the offer by the selling
shareholder, as described therein, of 80,000 shares of Common Stock,
$0.01 par value per share (the "Shares").
In so acting, we have examined originals, or photostatic or
certified copies, of such records of the Company, certificates of
officers of the Company and of public officials, and such other documents
as we have deemed relevant. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents.
Based upon the foregoing, we are of the opinion that the Shares
have been duly authorized and validly issued and are fully paid and non-
assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the prospectus
included therein under the caption "Legal Matters." In giving this
consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as
amended, or the general rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
Jones, Walker, Waechter,
Poitevent, Carrere & Denegre,
L.L.P.
By: /S/ LISA M. BUCHANAN
-------------------------
Lisa M. Buchanan
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 report dated February 11,
1999 included in Omni Energy Services Corp.'s Form 10-K for the year ended
December 31, 1998 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen, LLP
New Orleans, Louisiana
June 17, 1999
