November 17, 2005
G. Darcy Klug
Executive Vice President
OMNI Energy Services Corp.
4500 N.E. Evangeline Thruway
Carencro, Louisiana 70520
Re: OMNI Energy Services Corp.
Registration Statement on Form S-1
Filed October 19, 2005
File No. 333-129138
Form 10-K for the year ended December 31, 2004
Filed April 18, 2005, as amended
File No. 0-23383
Form 10-Q for the quarters ended June 30, 2005 and September 30,
2005
Filed August 15, 2005 and November 14, 2005
Dear G. Darcy Klug:
We have limited our review of the above filings to only the
areas upon which we have issued comments. Where indicated, we
think
you should revise your documents in response to these comments.
If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary. Please be as
detailed
as necessary in your explanation. In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure. After reviewing this information, we
may
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any
questions you may have about our comments or on any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form S-1
1. We note you entered into a non-binding letter of intent for the
acquisition of Preheat, Inc. Please provide us with your analysis
of
whether the acquisition is significant under Rule 3-05 of
Regulation
S-X such that historical financial statements and pro forma
financial
information will be required to be filed. In this regard, please
note
that if the acquisition is sufficiently significant, this
information
will be required to be filed prior to effectiveness of this
registration statement.
Form 10-K for the year ended December 31, 2004
2. It does not appear that you have provided the disclosure
required
by Item 308(c) of Regulation S-K. Please amend to state whether
there
were any changes to your internal control over financial reporting
that occurred during your fourth fiscal quarter for the year ended
December 31, 2004 that materially affected, or is reasonably
likely to
materially affect, your internal control over financial reporting.
Please ensure to include this disclosure in all future filings in
which it is required. We note this disclosure in the quarterly
reports cited above.
Form 10-Q for the quarters ended June 30, 2005 and September 30,
2005
3. We note your disclosure that "other than as described above,
during
[your] most recent fiscal quarter, there were no changes in [your]
internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, [your]
internal control over financial reporting." Revise to state
clearly,
if correct, that there were changes in your internal control over
financial reporting that occurred during this quarter that have
materially affected, or are reasonably likely to materially
affect,
your internal control over financial reporting.
4. We note that the material weakness you identified in your
internal
control over financial reporting still exists as of September 30,
2005. Please advise us of the progress you have made towards
remedying the material weakness.
Closing Comments
As appropriate, please amend the above filings in response
to
these comments. You may wish to provide us with a marked copy of
the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision. Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement. We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please contact Jason Wynn at (202) 551-3756 or me at (202)
551-
3685 with any questions. Direct all correspondence to the
following
ZIP code: 20549-7010.
Sincerely,
Tangela S. Richter
Branch Chief
cc: J. Wynn
via facsimile
David Taylor
Locke Liddell & Sapp LLP
(713) 223-3717
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G. Darcy Klug
OMNI Energy Services Corp.
November 17, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010