<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 2000.
REGISTRATION STATEMENT NO. 333-
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OMEGA PROTEIN CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 76-0562134
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1717 ST. JAMES PLACE
SUITE 550
HOUSTON, TEXAS 77056
(Address, including zip code, of Principal Executive Offices)
OMEGA PROTEIN CORPORATION
2000 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
JOSEPH L. VON ROSENBERG III
PRESIDENT AND CHIEF EXECUTIVE OFFICER
1717 ST. JAMES PLACE
SUITE 550
HOUSTON, TEXAS 77056
(713) 623-0060
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------
COPY TO:
KRISTIN L. HAMILTON, ESQ.
ANDREWS & KURTH L.L.P.
600 TRAVIS, SUITE 4200
HOUSTON, TEXAS 77002
<TABLE>
<CAPTION>
==============================================================================================================
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE OFFERING PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE PRICE (2) FEE (2)
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 5,974,674 Shares (2) $46,610,423 $12,306
=============================================================================================================
</TABLE>
(1) The number of shares of Common Stock registered hereby is subject to
adjustment to prevent dilution resulting from stock splits, stock dividends
or similar transactions.
(2) Of the 5,974,674 shares of Common Stock registered hereby, (i) 5,203,500 are
subject to options previously granted and not forfeited under the 2000 Long-
Term Incentive Plan (the "Incentive Plan") at an average aggregate exercise
price of $8.67 per share, and (ii) 771,174 shares are subject to options or
other awards to be granted under the Incentive Plan at exercise prices to be
determined. The proposed maximum offering price per share of the remaining
771,174 shares is $1.94, estimated solely for the purpose of calculating
the amount of the registration fee pursuant to Rule 457(h) under the
Securities Act, based upon the average of the high and low price per share
of the Registrant's Common Stock on the New York Stock Exchange on August 7,
2000.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). These documents and
the documents incorporated herein by reference pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act (the "Prospectus").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Omega Protein Corporation (the "Company") incorporates herein by reference
the following documents as of their respective dates as filed with the
Securities and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000; and
(d) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A filed March 30, 1998.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded for purposes of the Registration
Statement and the Prospectus to the extent that a statement contained herein or
in any subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement or
the Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
The information required by Item 4 is not applicable to this Registration
Statement since the class of securities to be offered is registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation and By-Laws limit the liability of
directors to the fullest extent permitted by Nevada law. This is intended to
allow the Company's officers and directors the benefit of the Nevada Corporation
Law which provides that directors of Nevada corporations may be relieved of
monetary liabilities for breach of their fiduciary duties as
2
<PAGE>
directors, except under certain circumstances, including (i) acts or omissions
which involve intentional misconduct, fraud or a knowing violation of law or
(ii) the willful or grossly negligent payment of unlawful distributions.
The Nevada Corporation Law and the Company's Articles of Incorporation and
Bylaws authorize indemnification of a director, officer, employee or agent of
the Company against expenses incurred by him or her in connection with any
action, suit or proceeding to which such person is named a party by reason of
having acted or served in such capacity, if he or she acted in good faith and in
a manner which he or she reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal proceeding, had
no reasonable cause to believe his or her conduct was unlawful. With respect to
judgments or settlements obtained against a director, officer, employee or agent
of the Company resulting from lawsuits filed by the Company or derivative suits
filed on behalf of the Company, such a person cannot be indemnified for such
expenses unless and only to the extent that a court determines that, in view of
all the circumstances, the person is fairly and reasonably entitled to indemnity
for such expenses. The Company has entered into indemnification agreements with
its officers and directors which provide for indemnification and advancement of
expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this Registration
Statement.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------ -----------
5.1 Opinion of Counsel.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page contained in Part II of
this Registration Statement).
99.1 Omega Protein Corporation 2000 Long-Term Incentive Plan (incorporated by
reference to the Registrant's Definitive Proxy Statement on Schedule 14A
filed April 28, 2000).
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
3
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement:
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 of this
Registration Statement, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities 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
Securities Act and will be governed by the final adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on August 8, 2000.
Omega Protein Corporation
By: /s/ JOSEPH L. VON ROSENBERG III
----------------------------------
Joseph L. von Rosenberg III
Chief Executive Officer, President
and Director
POWERS OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Robert W. Stockton and John T. Held, and each of them as attorneys-in-fact with
full power of substitution, to execute in the name and on behalf of such person,
individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates as indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
-------------------------------------- ------------------------------ --------------
<S> <C> <C>
/S/ JOSEPH L. VON ROSENBERG III Chief Executive Officer, August 8, 2000
-------------------------------------- President and Director
Joseph L. Von Rosenberg III
/S/ ROBERT W. STOCKTON Executive Vice President August 8, 2000
-------------------------------------- and Chief Financial Officer
Robert W. Stockton (Principal Accounting Officer)
/S/ GARY L. ALLEE Director August 8, 2000
--------------------------------------
Gary L. Allee
/S/ MALCOM I. GLAZER Director August 8, 2000
--------------------------------------
Malcolm I. Glazer
/S/ AVRAM A. GLAZER Director August 8, 2000
--------------------------------------
Avram A. Glazer
/S/ WILLIAM LANDS Director August 8, 2000
--------------------------------------
William Lands
</TABLE>
5
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
------ -----------
5.1 Opinion of Counsel.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page contained in Part II
of this Registration Statement).
99.1 Omega Protein Corporation 2000 Long-Term Incentive Plan (incorporated by
reference to the Registrant's Definitive Proxy Statement on Schedule 14A
filed April 28, 2000).
6
