December 19, 2005
G. Darcy Klug
Executive Vice President
OMNI Energy Services Corp.
4500 N.E. Evangeline Thruway
Carencro, Louisiana 70520
Re: OMNI Energy Services Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 13, 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 and your
response letter dated December 13, 2005 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. Please acknowledge that as your negotiations move forward with
acquiring Preheat, Inc., you will assess the probability of such
acquisition according to Section 506.02(c)(ii) of the Financial
Reporting Codification to help determine the appropriate
application
of Rule 3-05 of Regulation S-X.
Form 10-K for the year ended December 31, 2004
2. It appears prior comment 2 was unclear. Please amend your Form
10-K to include the disclosure required by Item 308(c) of
Regulation
S-K, as well as ensure this disclosure appears in all future
filings
in which it is required.
Form 10-Q for the quarters ended June 30, 2005 and September 30,
2005
3. We note in your response to prior comment 3 that there were
changes in your internal control over financial reporting. Thus,
please amend each Form 10-Q to state clearly 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. Please confirm to us that you will disclose in your next
periodic
report that you hired an experienced certified public accountant
to
serve as the Director of Financial Reporting.
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-
3740 with any questions. Direct all correspondence to the
following
ZIP code: 20549-7010.
Sincerely,
H. Roger Schwall
Assistant Director
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.
December 19, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010