<PAGE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 1998
REGISTRATION NO.
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
OMEGA PROTEIN CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
NEVADA 0912 76-0562134
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
1717 ST. JAMES PLACE, SUITE 550
HOUSTON, TEXAS 77056
(713) 940-6100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
JOSEPH L. VON ROSENBERG III
CHIEF EXECUTIVE OFFICER AND PRESIDENT
OMEGA PROTEIN CORPORATION
1717 ST. JAMES PLACE, SUITE 550
HOUSTON, TEXAS 77056
(713) 940-6100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
GORDON E. FORTH, ESQ. NEIL GOLD, ESQ.
WOODS, OVIATT, GILMAN, STURMAN & CLARKE LLP FULBRIGHT & JAWORSKI L.L.P.
44 EXCHANGE STREET 666 FIFTH AVENUE
ROCHESTER, NEW YORK 14614 NEW YORK, NEW YORK 10103
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the Registration Statement becomes
effective.
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, check the following box. [ ]
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 for the same offering. [x]
333-44967
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 a prospectus is expected to be made pursuant to Rule 434,
please check the following box. [x]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE(1) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share......... 575,000 $16.00 $ 9,200,000 $2,714
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes 75,000 shares of Common Stock which the Underwriters have the
option to purchase to cover over-allotments, if any.
------------------------
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 AN 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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
________________________________________________________________________________
<PAGE>
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-1, FILE NO.
333-44967
Omega Protein Corporation (the 'Company') hereby incorporates by reference
into this Registration Statement on Form S-1 in its entirety the Registration
Statement on Form S-1 (File No. 333-44967) declared effective on April 2, 1998
by the Securities and Exchange Commission (the 'Commission'), including each of
the documents filed by the Company with the Commission and incorporated or
deemed to be incorporated by reference therein.
<PAGE>
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
<TABLE>
<C> <S>
5.1 -- Opinion of Woods, Oviatt, Gilman, Sturman & Clarke, LLP
5.2 -- Opinion of Marshall, Hill, Cassass & deLipkau
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consent of Woods, Oviatt, Gilman, Sturman & Clarke, LLP (contained in Exhibit 5.1)
23.3 -- Consent of Marshall, Hill, Cassass & deLipkau (contained in Exhibit 5.2)
24. -- Power of Attorney (included on signature page)
</TABLE>
II-1
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, Texas, on April
2, 1998.
OMEGA PROTEIN CORPORATION
BY: /S/ JOSEPH L. VON ROSENBERG III
..................................
Name: Joseph L. von Rosenberg III
Title: Chief Executive Officer and
President
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Joseph L. von Rosenberg III and Robert
Stockton, and each or any of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, 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 other
registration statements and amendments thereto relating to the Offering
contemplated by this Registration Statement (including registration statements
under Rule 462 promulgated under the Securities Act), and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby gratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, or his or her substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act, this
Registration Statement on Form S-1 has been signed by the following persons in
their capacities and on the date signed.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
<C> <S> <C>
/S/ JOSEPH L. VON ROSENBERG III Director, Chief Executive Officer and April 2, 1998
......................................... President
(JOSEPH L. VON ROSENBERG III)
/S/ ROBERT W. STOCKTON Executive Vice President, Chief Financial April 2, 1998
......................................... Officer and Principal Accounting Officer
(ROBERT W. STOCKTON)
/S/ MALCOLM GLAZER* Director April 2, 1998
.........................................
(MALCOLM GLAZER)
/S/ AVRAM GLAZER* Chairman of the Board of Directors and April 2, 1998
......................................... Director
(AVRAM GLAZER)
</TABLE>
By: /s/ JOSEPH L. VON ROSENBERG III
..............................
(JOSEPH L. VON ROSENBERG III,
AS ATTORNEY-IN-FACT FOR EACH OF
THE PERSONS INDICATED)
II-4
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S>
5.1 -- Opinion of Woods, Oviatt, Gilman, Sturman & Clarke, LLP
5.2 -- Opinion of Marshall, Hill, Cassass & deLipkau
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consent of Woods, Oviatt, Gilman, Sturman & Clarke, LLP (contained in Exhibit 5.1)
23.3 -- Consent of Marshall, Hill, Cassass & deLipkau (contained in Exhibit 5.2)
24. -- Power of Attorney (included on signature page)
</TABLE>
<PAGE>
<PAGE>
WOODS, OVIATT, GILMAN,
STURMAN & CLARKE, LLP
44 Exchange Street
Rochester, New York 14614
Telephone: (716) 454-5370
April 3, 1998
Omega Protein Corporation
1717 S & James
Suite 550
Houston, TX 77056
Gentlemen:
We have acted as counsel to Omega Protein Corporation, a Nevada corporation
(the "Company"), in connection with its filing with the Securities and Exchange
Commission of a Registration Statement on Form S-1 (the "Abbreviated
Registration Statement"), under the Securities Act of 1933, as amended (the
"Act") for the registration of 500,000 shares of the Company's common stock, par
value $.01 per share (the "Common Stock") held by Zapata Corporation ("Zapata")
and up to an additional 75,000 shares of Common Stock subject to an option
granted by Zapata to Prudential Securities Incorporated and Deutsche Morgan
Grenfell, Inc., as representative of the underwriters (the "Representative"),
exercisable within thirty (30) days after the effective date of the Registration
Statement, to cover over-allotments. The Abbreviated Registration Statement
relates to the same class of securities registered pursuant to the Company's
Registration Statement on Form S-1 (No. 333-44967) declared effective at 3:00
p.m. on April 2, 1998 (the "Initial Registration Statement").
The Abbreviated Registration Statement, together with the Initial
Registration Statement (collectively, the "Registration Statement") relate to
the proposed sale in a public offering by the Company of an aggregate of
4,000,000 shares Common Stock and by Zapata of an aggregate of 4,500,000 shares
of Common Stock. The Registration Statement also relates to the proposed sale by
the Company of an aggregate of up to an additional 600,000 shares of Common
Stock subject by the Company and 675,000 shares of Common Stock by Zapata
pursuant to the over-allotment options granted to the underwriters by the
Company and Zapata, respectively. All such shares of Common Stock are
hereinafter referred to as the "Shares." The Shares to be sold by the Company
are referred to as the Company's shares and the Shares to be sold by Zapata are
referred to as the Selling Stockholder Shares.
<PAGE>
Omega Protein Corporation
April 2, 1998
Page 2
In connection with this opinion, we have examined the originals, or copies
certified or otherwise identified to our satisfaction, of (i) the Company's
Articles of Incorporation, and By-Laws filed as Exhibits 3.1 and 3.2,
respectively, to the Registration Statement, (ii) the form of Underwriting
Agreement, among the Company, Zapata and the Representatives filed as Exhibit 1
to the Registration Statement (the "Underwriting Agreement"), (iii) the
proceedings of the Company's Board of Directors, (iv) the Long Form Certificate
of Corporate Existence for the Company issued by the Nevada Secretary of State
dated March 31, 1998, (v) form of stock certificate evidencing the Selling
Stockholder Shares. In such examinations, we have assumed the genuineness of
signatures and the conformity to original documents of the documents supplied to
us as copies. As to the various questions of fact material to such opinion, we
have relied upon statements and certificates of officers and representatives of
the Company. We have further assumed that all documents examined by us in the
form of drafts will, when executed by the requisite signatories thereto, conform
in substance and form in all material respects to the drafts that we have
examined.
Based upon the foregoing, we are of the opinion that: (i) the Shares have
been duly authorized, (ii) the Selling Stockholder Shares have been validly
issued, are fully paid and non-assessable, and (iii) the Company Shares when
issued and delivered by the Company against payment therefor as described in the
Registration Statement, will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to this firm under the caption "Legal Matters" in
the prospectus contained therein. This consent is not to be construed as an
admission that we are a person whose consent is required to be filed with the
Registration Statement under the provisions of the Securities Act.
We are members of the Bar of the State of New York and do not opine on any
laws except for the State of New York, federal laws and the corporate laws of
the State of Nevada. Insofar as any of our opinions herein relate to Nevada
corporate law, those opinions are based solely on the opinions of Marshall,
Hill, Cassas & de Lipkau delivered to us on this date relating to such matters
and is subject to the qualifications and limitations stated therein.
Very truly yours,
WOODS, OVIATT, GILMAN, STURMAN, & CLARKE LLP
<PAGE>
<PAGE>
MARSHALL HILL CASSAS & de LIPKAU
LAWYERS
300 HOLCOMB PROFESSIONAL CENTER
333 HOLCOMB AVENUE
P.O. BOX 2790
RENO, NEVADA 89505
April 3, 1998
Omega Protein Corporation
1717 S & James
Suite 550
Houston, TX 77056
Ladies and Gentlemen:
We have acted as Nevada counsel to Omega Protein Corporation, a Nevada
corporation (the 'Company'), in connection with its filing with the Securities
and Exchange Commission of a Registration Statement on Form S-1 (the
'Abbreviated Registration Statement'), under the Securities Act of 1933, as
amended (the 'Act') for the registration of 500,000 shares of the Company's
common stock, par value $.01 per share (the 'Common Stock') held by Zapata
Corporation ('Zapata') and up to an additional 75,000 shares of Common Stock
subject to an option granted by Zapata to Prudential Securities Incorporated,
as representative of the underwriters (the 'Representative'), exercisable
within thirty (30) days after the effective date of the Registration Statement,
to cover over-allotments. The Abbreviated Registration Statement relates to
the same class of securities registered pursuant to the Company's Registration
Statement on Form S-1 (No. 333-44967) declared effective at 3:00 p.m. on
April 2, 1998 (the 'Initial Registration Statement').
The Abbreviated Registration Statement, together with the Initial
Registration Statement (collectively, the 'Registration Statement') relate to
the proposed sale in a public offering by the Company of an aggregate of
4,000,000 shares Common Stock and by Zapata Corporation of an aggregate of
4,500,000 shares of Common Stock. The Registration Statement also relates to the
proposed sale by the Company of an aggregate of up to an additional 600,000
shares of Common Stock subject by the Company and 675,000 shares of Common Stock
by Zapata pursuant to the over-allotment options granted to the underwriters by
the Company and Zapata, respectively. All such shares of Common Stock are
hereinafter referred to as the 'Shares.' The Shares to be sold by the Company
are
<PAGE>
Omega Protein Corporation
April 3, 1998
Page 2
referred to as the Company Shares and the Shares to be sold by Zapata are
referred to as the Selling Stockholder Shares.
In connection with this opinion, we have examined the originals, or copies
certified or otherwise identified to our satisfaction, of (i) the Company's
Articles of Incorporation, and By-Laws filed as Exhibits 3.1 and 3.2,
respectively, to the Registration Statement, (ii) the form of Underwriting
Agreement, among the Company, Zapata and the Representative filed as Exhibit 1
to the Registration Statement (the 'Underwriting Agreement'), (iii) the
proceedings of the Company's Board of Directors, (iv) The Long Form Certificate
of Corporate Existence for the Company issued by the Nevada Secretary of State,
(v) form of stock certificate evidencing the Selling Stockholder Shares. In such
examinations, we have assumed the genuineness of signatures and the conformity
to original documents of the documents supplied to us as copies. As to the
various questions of fact material to such opinion, we have relied upon
statements and certificates of officers and representatives of the Company.
We have further assumed that all documents examined by us in the form of drafts
will, when executed by the requisite signatories thereto, conform in substance
and form in all material respects to the drafts that we have examined.
Based upon the foregoing, we are of the opinion that: (i) the Shares have
been duly authorized, (ii) the Selling Stockholder Shares have been validly
issued, are fully paid and non-assessable, and (iii) the Company Shares when
issued and delivered by the Company against payment therefor as described in the
Registration Statement, will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as Exhibit 5.2 to the Registration
Statement and to the reference to this firm under the caption 'Legal Matters' in
the prospectus contained therein. This consent is not to be construed as an
admission that we are a person whose consent is required to be filed with the
Registration Statement under the provisions of the Securities Act.
We are members of the Bar of the State of Nevada and do not opine on any
laws except for the laws of the State of Nevada.
Very truly yours,
MARSHALL, HILL CASSAS AND DE LIPKAU
<PAGE>
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Omega Protein Corporation (formerly known as Marine Genetics Corporation)
(the 'Company') relating to the registration of 575,000 shares of the Company's
common stock, $.01 par value, of our report dated December 11, 1997, except
for Notes 16 and 17, as to which the dates are January 26, 1998 and February 16,
1998, respectively, on our audits of the consolidated financial statements of
the Company and of our report dated December 11, 1997 on our audits of the
financial statement schedule II. We also consent to the reference to our firm
under the captions 'Experts.'
COOPERS & LYBRAND L.L.P.
Houston, Texas
April 2, 1998
<PAGE>
