SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________ to _______
Commission File Number: 0-23383
OMNI ENERGY SERVICES CORP.
(Name of small business issuer as specified in its charter)
LOUISIANA 72-1395273
(State or other jurisdiction (I.R.S. Employee
of incorporation or organization) Identification No.)
4500 N.E. EVANGELINE THRUWAY
CARENCRO, LOUISIANA 70520
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (504) 896-6664
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock (par value $.01 per share)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this form 10-K or any
amendment to this Form 10-K. _____
The aggregate market value of the voting stock held by non-affiliates of
the Registrant at March 28, 2000 was approximately $12,084,363.
The number of shares of the Registrant's common stock, $0.01 par value per
share, outstanding at March 28, 2000 was 15,979,505.
DOCUMENTS INCORPORATED BY REFERENCE
None.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
The following sets forth, as of April 14, 2000, certain information
about the Company's directors, all of which have been nominated for re-
election to the Board. All directors are elected annually for a one year
term. There are no arrangements or understandings between the Company and
any person pursuant to which such person has been elected a director, and
no director or nominee for director is related to any other director,
nominees for director or executive officer of the Company.
DIRECTORS AGE
David A. Jeansonne 39
Robert F. Nash 56
John H. Untereker 50
Allen R. Woodard 38
Steven T. Stull 41
Crichton W. Brown 42
William W. Rucks, IV 42
DAVID A. JEANSONNE founded the Company's operations in 1987 and has
been Chairman of the Board of the Company and each of its predecessors
since their respective inceptions. Additionally, Mr. Jeansonne served as
Chief Executive Officer of each of the Company's predecessors since their
respective inceptions, and of the Company from its inception until March
1999. Mr. Jeansonne also served as President of the Company from January
1999 until March 1999. Mr. Jeansonne has also been Chairman of the Board,
President and Chief Executive Officer of American Aviation Incorporated,
which he co-founded, since its inception in 1995. Mr. Jeansonne has been a
director of the Company since September 1997.
ROBERT F. NASH joined the Company as its Chief Operating Officer in
September 1998 and served as President and Chief Executive Officer of the
Company from March 1999 to July 1999. Before joining the Company, Mr. Nash
held executive management positions with Halliburton Company, an energy
services, engineering and construction, and energy equipment provider,
during his 26-year career there. Mr. Nash is a member of PESA, SPE, and
the International Association of Drilling Contractors. Mr. Nash has been a
director of the Company since September 1998.
JOHN H. UNTEREKER has been the President and Chief Executive Officer
of the Company since July 1999. Previously, he served as the Executive
Vice President and Chief Financial Officer of the Company from August 1998
to July 1999. Prior to joining the Company, Mr. Untereker was the senior
financial officer at Petroleum Helicopters, Inc. He has also held senior
management positions at Lend Lease Trucks, Inc. and NL Industries, Inc.
Mr. Untereker is a graduate of Williams College (B.A.), Iona College (MBA)
and is a CPA. Mr. Untereker has been a director of the Company since
August 1998.
ALLEN R. WOODARD has served as Vice President-Marketing & Business
Development of the Company and has held this position with the Company and
its predecessor 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.
STEVEN T. STULL is a founding partner 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. Mr. Stull graduated from Washington
University in 1981 with a B.S. in Business Administration and in 1985 with
an M.B.A. and is a chartered financial analyst. 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 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.
EXECUTIVE OFFICERS
See Item 4A for information regarding the Company's executive
officers.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the 1934 Act, the Company's directors, officers
and any persons holding more than 10% of the Common Stock are required to
report their ownership of the Common Stock and any changes in that
ownership to the Securities and Exchange Commission by specific dates.
During 1999, a report by Mr. Thomas, covering a sale of Common Stock, and
four reports by Advantage Capital and Mr. Stull, covering the acquisition
of warrants to purchase Common Stock, were inadvertently filed late.
Reports on Form 5 reporting four transactions by Mr. Untereker, one
transaction by Mr. Nash and three transactions by Mr. Woodard, all of which
were grants of stock options during 1999, were inadvertently not filed
during 1999, but are in the process of being prepared and will be filed
shortly.
ITEM 11. EXECUTIVE COMPENSATION.
ANNUAL COMPENSATION
The following table sets forth all cash compensation and options
granted for the three years ended December 31, 1999, to the Company's Chief
Executive Officer and each of its three other most highly compensated
executive officers (collectively, the "Named Executive Officers"). No
other executive officer of the Company was paid over $100,000 by the
Company during 1999.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------------------- -------------
OTHER NO. OF SHARES
ANNUAL UNDERLYING
COMPEN- OPTIONS/SARS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SATION(1) Granted(2) COMPENSATION(3)
- --------------------------- ---- ------ --------- --------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
John H. Untereker(4) 1999 $156,250 $61,875 --- 86,720 $9,711
President and 1998 67,500 --- --- 55,000 ---
Chief Executive Officer
Robert F. Nash(5) 1999 $111,539 $41,346 --- 16,720 $6,136
Former President 1998 75,000 --- --- 150,000 ---
and Chief Executive Officer
David A. Jeansonne(6) 1999 $121,875 --- --- --- ---
Chairman of the Board, 1998 143,750 --- --- --- ---
Former President and 1997 130,208 $50,000 --- --- ---
Chief Executive Officer
Allen R. Woodward 1999 $108,254 --- --- 28,360 $3,980
Vice President 1998 100,000 --- --- --- ---
Marketing and Business 1997 104,167 --- --- 300,000 ---
Development
</TABLE>
________________________
(1) Perquisites 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) See the following tables for additional information.
(3) Consists of the Company's matching contributions to the 401(k) plan and
premiums on life and health insurance.
(4) Mr. Untereker has served as the Company's President and Chief Executive
Officer since July 16, 1999. Previously, from August 1998 until July 1,
1999, Mr. Untereker served as Executive Vice President and Chief
Financial Officer of the Company.
(5) Mr. Nash served as the Company's President and Chief Executive Officer
from March 4, 1999 until July 16, 1999.
(6) Mr. Jeansonne served as the Company's Chief Executive Officer until
March 1, 1999 and also served as the Company's President from January 1,
1999 until March 1, 1999.
<PAGE>
1999 STOCK OPTION AND STOCK APPRECIATION RIGHT GRANTS
The following table contains certain information concerning stock
options and SARs granted to the Named Executive Officers during 1999.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES
NO. OF % OF TOTAL OF STOCK PRICE
SHARES OPTIONS/SARS EXERCISE APPRECIATION FOR
UNDERLYING GRANTED TO OR OPTION/SAR TERM(1)
OPTIONS/SARS EMPLOYEES BASE EXPIRATION ----------------------
NAME GRANTED IN 1999 PRICE DATE 5% 10%
--------- ------------ -------------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
John H. Untereker 16,720 2.2% $5.00 2/8/09 $ 52,576 $ 133,237
25,000 3.3% 4.00 3/11/09 62,889 159,374
25,000 3.3% 1.50 12/15/09 23,584 59,765
20,000 2.7% 3.00 12/15/09 37,734 95,625
Robert F. Nash(2) 16,720 2.2% $5.00 2/5/01 $ 52,576 $ 133,237
David A. Jeansonne --- --- --- ---
Allen R. Woodard 8,360 1.1% $5.00 2/8/09 $ 26,288 $ 66,618
10,000 1.3% 3.00 12/15/09 18,867 47,812
10,000 1.3% 1.50 12/15/09 9,433 23,906
</TABLE>
________________________
(1) Amounts reflect assumed rates of appreciation required by Securities and
Exchange Commission (the "Commission") executive compensation disclosure
rules. Actual gains, if any, on SARs depend on future performance of
the Common Stock and overall market conditions.
(2) In connection with Mr. Nash's resignation on July 16, 1999, 158,360 of
the options granted to him, representing 150,000 options granted in 1998
and 8,360 options granted in 1999, were canceled.
STOCK OPTION HOLDINGS
The following table sets forth information, as of December 31, 1999,
with respect to stock options and SARs held by the Named Executive Officers.
None of the Named Executive Officers exercised any options to purchase Common
Stock or SARs in 1999.
AGGREGATE OPTION/SAR VALUES AT YEAR END
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
UNDERLYING OPTIONS/SARS
UNEXERCISED OPTIONS/SARS AT AT
YEAR END YEAR END(1)
---------------------------------- ----------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
John H. Untereker 22,110 119,610 -0- -0-
Robert F. Nash 8,360 --- -0- -0-
David A. Jeansonne --- 24,180 -0- -0-
Allen R. Woodard 304,180 30,000 -0- -0-
</TABLE>
________________________
(1) The closing sale price of the Common Stock on December 31, 1999 was
$1.13 per share, as reported by the Nasdaq National Market.
<PAGE>
EXECUTIVE EMPLOYMENT AGREEMENTS
The Company has employment agreements with all the Named Executive
Officers, except Mr. Nash. 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 Mr.
Untereker, and for five years thereafter with respect to Mr. 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 of the Company during such term at a base salary of
$75,000 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. Woodard's employment agreement is from July 19, 1996 to
July 19, 2000. 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. The
agreement also provides for a base salary of $50,000 per year throughout the
term of the agreement and it 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.
Robert F. Nash resigned as the Company's President and Chief Executive
Officer as of July 16, 1999 and his employment agreement was terminated. Mr.
Nash continues to serve as a director of the Company.
John H. Untereker, who became the Company's President and Chief Executive
Officer as of July 16, 1999, has entered into an employment agreement with
the Company, the term of which is from August 4, 1998 through August 4, 2001.
The agreement provides that Mr. Untereker will serve at a base salary of
$150,000 per year with a guaranteed bonus of $75,000 per year. Mr.
Untereker's agreement may be terminated at any time by the Company for cause
or breach of the agreement by Mr. Untereker. In the event of a change of
control, Mr. Untereker's employment term will be automatically extended to
expire on the third anniversary of such change of control.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee served as an officer or employee
of the Company or any of our subsidiaries prior to or while serving on the
Compensation Committee. In 1999, none of our executive officers served as a
director or member of the compensation committee of another entity, any of
whose executive officers served on our Board or on our Compensation
Committee.
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. The directors of the Company have
all voluntarily deferred all payments due to them beginning September 1999.
Each person who becomes a non-employee director is 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 Company's 1997 Stock Option
Plan (the "Plan") is in effect and a sufficient number of shares of Common
Stock are available thereunder, 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 become fully exercisable on the first anniversary of their date
of grant and expire on the tenth anniversary thereof, unless the non-employee
director ceases to be a director of the Company, in which case the exercise
periods will be shortened.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of April 14, 2000, certain information
regarding beneficial ownership of Common Stock by (i) each of the Named
Executive Officers (as defined above in "Executive Compensation"), (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, all as in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934. 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>
Steven T. Stull 8,939,662(1)(3) 52.2%(3)
Advantage Capital 8,924,662(2)(3) 52.1%(3)
Wellington Management Company, LLP 1,190,000(4) 7.4%
Allen R. Woodard 976,253(5) 5.9%
David A. Jeansonne 144,905 *
Robert H. Chaney 859,500(6) 5.4%
William W. Rucks, IV 15,000(7) *
Crichton W. Brown 15,000(7) *
Robert F. Nash 8,360(7) *
John H. Untereker 49,220(7) *
Peter H. Nielsen 5,000(7) *
All directors and executive officers
as a group (8 persons) 11,012,900(3)(8) 62.8%(3)
</TABLE>
________________________
* Less than one percent.
(1) Includes 7,787,162 shares held by the Advantage Capital companies
referred to in note (2). Mr. Stull is the majority shareholder of each
of the general partners referred to in note (2). Also includes 1,152,500
shares issuable upon the exercise of options and warrants currently
exercisable or exercisable within sixty days.
(2) The address of Advantage Capital is 909 Poydras Street, Suite 2230, New
Orleans, Louisiana 70112. Of these shares, 293,983 are held by
Advantage Capital Partners Limited Partnership and 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;
1,857,591 are held by Advantage Capital Partners V Limited Partnership,
of which Advantage Capital Advisors, L.L.C. is the general partner; and
1,137,500 are issuable upon the exercise of warrants exercisable within
sixty days. Of such warrants, 16,000 are held by Advantage Capital
Partners V Limited Partnership, 373,498 are held by Advantage Capital
Partners VI Limited Partnership, of which Advantage Capital NOLA VI,
L.L.C. is the general partner; 607,737 are held by Advantage Capital
Partnership VII Limited Partnership, of which Advantage Capital NOLA
VII, L.L.C. is the general partner; 158,390 are held by Advantage
Capital Partners VIII Limited Partnership, of which Advantage Capital
NOLA VIII, L.L.C. is the general partner; and 1,875 are held by
Advantage Capital Technology Fund, L.L.C., of which Advantage Capital
Technology Advisors, L.L.C. is the managing member.
(3) Does not include 740,000 shares of Common Stock that may be issued upon
conversion of the Company's Series A 8% Convertible Preferred Stock,
which was issued to Advantage Capital on April 26, 2000. If such shares
had been included, the percentage beneficially owned by Mr. Stull,
Advantage Capital and all directors and officers as a group would have
been 54.2%, 54.1% and 64.3%, respectively. See "Certain Relationships
and Related Transactions."
(4) Based on information set forth in a Schedule 13G filed by Wellington
Management Company, LLP ("WMC") on February 21, 2000, WMC reported
shared power to vote or to direct the vote of 710,000 shares and the
shared power to dispose or direct the disposition of 1,190,000 shares as
a result of WMC acting as investment advisor to its own clients. The
address of WMC is 75 State Street, Boston, Massachusetts 02109.
(5) Includes 313,360 shares issuable upon the exercise of currently
exercisable options or options exercisable within sixty days and 105,750
shares held by Mr. Woodard's children.
(6) Based on information set forth in a Schedule 13G filed by R. Chaney &
Partners IV L.P., ("Fund IV"), R. Chaney & Partners III L.P. ("Fund
III"), R. Chaney Investments, Inc. ("Investments"), R. Chaney &
Partners, Inc. ("Partners") and Mr. Robert H. Chaney on February 8,
1999. Investments is the sole general partner of Fund IV, Partners is
the sole general partner of Fund III, and Mr. Chaney is the sole
shareholder of Investments and Partners. Fund IV, Investments and Mr.
Chaney have the sole power to vote or to direct the vote, and the sole
power to dispose or to direct the disposition of, 237,500 shares. Fund
III, Partners and Mr. Chaney have the sole power to vote or to direct
the vote, and the sole power to dispose or direct the disposition of,
622,000 shares. The address of Mr. Chaney and each of these entities is
909 Fannin Street, Suite 1275, Two Houston Center, Houston, Texas 77010.
(7) Represents shares issuable upon the exercise of options currently
exercisable or exercisable within sixty days.
(8) Includes 1,558,440 shares issuable upon the exercise of options
currently exercisable or exercisable within sixty days.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The business of the Company was founded in 1987 by Mr. Jeansonne. In
July 1996, the successor to this business, OMNI Geophysical Corporation
("OGC"), of which Mr. Jeansonne is a director, executive officer and
principal shareholder, sold substantially all of its assets, other than the
land and building on which the Company's headquarters were then located, to
OMNI Geophysical, L.L.C., the Company's predecessor ("OMNI Geophysical").
At the time of this transaction, Mr. Jeansonne also retained certain assets
used primarily to entertain clients of the business (the "client
entertainment assets"). Since that time, OMNI Geophysical and the Company
have leased the former headquarters building from OGC under an agreement
that also contained an option to purchase. OMNI Geophysical and the Company
have also used the assets retained by Mr. Jeansonne, and in return have
borne substantially all of the direct costs of entertainment at these
facilities.
In November 1998, the Company exercised its option to purchase the
former headquarters building and the client entertainment assets for
$500,000 and $400,000, respectively; however, during 1999, these
transactions were reversed. As of December 31, 1998, Mr. Jeansonne owed the
Company approximately $52,000 for advances by the Company related to
entertainment at the facilities retained by Mr. Jeansonne that the Company
determined were not directly related to its clients, and this amount was
repaid to the Company during 1999. During 1999, the Company paid to Mr.
Jeansonne $30,000 for rent on the OGC headquarters building, $40,143 for
expenses relating to client entertainment and $21,646 for certain medical
expenses.
In December 1997, OGC advanced to the Company approximately $100,000
for use in compensating employees. This advance was expensed in 1998, but
in order to conserve working capital, the Company and Mr. Jeansonne agreed
to defer reimbursement of OGC. The Company repaid this advance to OGC
during 1999. As of March 31, 2000, the net amount owed by the Company to
Mr. Jeansonne was $13,478.
In February and June 1999, the Company privately placed a total of $3.0
million in subordinated debentures with Advantage Capital. The notes bear
interest at 12% per annum and mature on March 1, 2004. In connection with
these debentures, the Company issued warrants to Advantage Capital to
purchase up to 960,000 shares of the Company's Common Stock at an exercise
price of $5.00 per share. The warrants vest equally over four years until
2002, unless the debentures are paid in full, in which case, those warrants
that have not become exercisable will become void. All warrants that become
exercisable will expire on March 1, 2004.
In July and September 1999, the Company collectively issued an
additional $2.0 million in subordinated debentures to Advantage Capital.
The notes bear interest at 12% per annum, with $1.0 million maturing on
March 1, 2004 and $1.0 million maturing on March 1, 2005. In connection
with these debentures, the Company issued warrants to Advantage Capital to
purchase up to 640,000 shares of the Company's Common Stock at an exercise
price of $5.00 per share. The warrants vest equally over four years until
2002, unless the debentures are paid in full, in which case, those warrants
that have not become exercisable will become void. All warrants that become
exercisable will expire on March 1, 2004.
In October 1999, the Company issued $2.5 million in subordinated
debentures to Advantage Capital. The notes bear interest at 12.5% per
annum until December 31, 1999, at which time the rate will increase by 0.5%
per month, not to exceed 20% per annum. The notes mature on March 1, 2005,
with interest payable March 1 of each year. In connection with these
debentures, the Company issued warrants to Advantage Capital to purchase up
to 300,000 and 37,500 shares of the Company's Common Stock at an exercise
price of $3.00 and $2.00, respectively. These warrants all vest immediately
and expire on March 1, 2005.
In December 1999, February 2000 and April 2000, the Company received
from Advantage Capital, $1,000,000, $500,000 and $350,000, respectively,
related to preferred stock subscription agreements. The preferred stock,
which was issued on April 26, 2000, has an 8% cumulative dividend rate, is
convertible into common stock with an initial conversion rate of $2.50, is
redeemable at the option of the Company at par plus unpaid dividends,
contains a liquidation preference of $1,000 per share and has voting rights
only with respect to matters that would reduce the ranking of the stock
compared to other classes of stock. The funds were used for debt service and
to fund operations.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
OMNI ENERGY SERVICES CORP.
By: /S/ PETER H. NIELSEN
Peter H. Nielsen
Chief Financial Officer
Date: April 28, 2000
