SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO.1
(Mark One)
X Annual report pursuant to Section 13 or 15(d) of the Securities
- ------- Exchange Act of 1934 for the fiscal year ended December 31, 2001
Transition report pursuant to 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.
(Exact name of registrant as specified in its charter)
LOUISIANA 72-1395273
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4500 N.E. EVANGELINE THRUWAY 70520
CARENCRO, LOUISIANA (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (337) 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, $0.01 par value 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 25, 2002 was $11,078,100.
The number of shares of the Registrant's common stock, $0.01 par value per
share, outstanding at March 25, 2002 was 27,295,474.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
On April 1, 2002, OMNI Energy Services Corp. (the "Company") filed with
the Securities and Exchange Commission (the "SEC") its Annual Report on Form
10-K for the year ended December 31, 2001 (the "Initial Form 10-K"). In
accordance with the SEC rules, the Company incorporated by reference Part III of
the Initial Form 10-K from the Proxy Statement to be filed by the Company in
connection with its 2002 Annual Stockholders' Meeting, which the Company
anticipated filing on or before April 30, 2002. Since filling the Initial Form
10-K, the Company has determined that it will not file its Proxy Statement prior
to the April 30 deadline and, in accordance with SEC rules, must file an
amendment to its Initial Form 10-K to include the disclosures required by Part
III of Form 10-K. This Amendment No. 1 on Form 10-K/A amends Part III of the
Initial Form 10-K in order to include those disclosures required by Part III of
Form 10-K.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
DIRECTORS
The following table sets forth, as of April 30, 2002, certain
information about the Company's directors. All of the 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 is related to any other director or
executive officer of the Company.
Directors Age Position
--------- --- --------
James C. Eckert......................................... 52 Chairman of the Board
Steven T. Stull......................................... 43 Director (1)
Crichton W. Brown....................................... 44 Director (2)
Michael G. DeHart....................................... 51 Director (1) (2)
Richard C. White........................................ 46 Director (1) (2)
Burton T. Zaunbrecher................................... 41 Director
(1) Member of Compensation Committee
(2) Member of Audit Committee
James C. Eckert, has served as President, Chief Executive Officer and a
Director of the Company since March 2001. From 1998 to 2000, Mr. Eckert served
as Vice-President for Business Development of Veritas DGC Land, Inc. From 1992
to 1998, Mr. Eckert supervised the highland and transition seismic acquisitions
of Veritas DGC Land, Inc. He served as President of GFS Company, a company that
he co-founded in 1985, until its acquisition in 1992 by Digiton, Inc., a
predecessor by merger to Veritas, Inc. Mr. Eckert graduated from the University
of Southern Mississippi in 1971.
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.
Michael G. DeHart is a certified public accountant, and has been
employed as the President & Chief Investment Officer for Stuller Management
Services since June 2001. Prior to that, Mr. Dehart was a partner with the
accounting firm Wright, Moore, DeHart, Dupuis and Hutchinson, L.L.C. He was a
member of that firm's management committee from 1998 to May 2001. Mr. DeHart
received an M.B.A. from the University of Southwestern Louisiana, and has been a
director of the Company since November 2000.
Richard C. White is the President and Chief Executive Officer of NuTec
Energy Services Inc. He took that position in October of 2001. He was Chief
Executive Officer of Veritas DGC Land, Inc. from January 2000 through June 2000.
From 1995 until his retirement in October 1999, Mr. White served as President of
Western Geophysical Company, as well as Senior Vice President of Western Atlas
Inc. He also served as President of Baker Hughes from August 1998 until October
1999. Prior to 1995, he held various other executive positions with Western
Geophysical Company, including Chief Operating Officer. Mr. White graduated from
Bloomsberg University in 1978 and has been a director of the Company since March
2001.
Burton T. Zaunbrecher currently serves as the Company's Vice President
and Chief Operating Officer. Mr. Zaunbrecher joined the Company in November
2000. Prior to joining the Company, he served as President of Burton T.
Zaunbrecher, Inc., an oil, gas and mineral lease, and geophysical permit
acquisition company, which he founded in 1990. Mr. Zaunbrecher graduated from
the University of Southwestern Louisiana in 1984 and has been a director of the
Company since December 2001.
EXECUTIVE OFFICERS
The name, age and offices held by each of the executive officers as of
April 30, 2002 are as follows:
NAME AGE POSITION
---- --- --------
James C. Eckert............................ 52 President and Chief Executive Officer
Burton T. Zaunbrecher...................... 41 Executive Vice-President, Chief Operating Officer
G. Darcy Klug.............................. 50 Chief Financial Officer
James C. Eckert was appointed our President and Chief Executive Officer in
March 2001. He served as Vice-President for Business Development of Veritas DGC
Land Inc. from 1998 to 2000. Prior to 1998, Mr. Eckert supervised the highland
and transition seismic acquisitions of Veritas DGC Land Inc. Prior to 1992, he
served as President of GFS Company, a company which he co-founded in 1985, until
its acquisition in 1992 by Digicon, Inc., a predecessor by merger to Veritas,
Inc. Mr. Eckert graduated from University of Southern Mississippi in 1971.
Burton T. Zaunbrecher is currently serving as our Company's Executive
Vice-President and Chief Operating Officer. Mr. Zaunbrecher joined us in
November 2000. He served as president of Burton T. Zaunbrecher, Inc., an oil,
gas and mineral lease, and geophysical permit acquisition company, which he
founded in 1990. Prior to 1990, Mr. Zaunbrecher conducted independent
abstracting and land services. Mr. Zaunbrecher graduated from the University of
Southwestern Louisiana in 1984.
G. Darcy Klug is our Chief Financial Officer. He joined us in May 2001
after being involved in private investments since 1987. Between 1983 and 1987,
Mr. Klug held various positions with a private oil and gas fabrication company
including the position of Chief Operating Officer and Chief Financial Officer.
Prior to 1983 he held various financial positions with Galveston-Houston
Company, a manufacturer of oil and gas equipment listed for trading on the New
York Stock Exchange. Between 1973 and 1979, he was a member of the audit staff
of Pricewaterhouse Coopers. Mr. Klug is a graduate of Louisiana State University
and is a member of the Louisiana State Board of Certified Public Accountants.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and 10% shareholders to file with the
Commission reports of ownership and changes in ownership of equity securities of
the Company. During 2001, a report by Mr. Burton T. Zaunbrecher covering the
transfer of 117,748 shares of Common Stock into an Irrevocable Trust, was
inadvertently filed late. Reports by Messrs. Eckert, Zaunbrecher and Klug
covering options to purchase 995,000, 250,000 and 400,000 respectively were
inadvertently filed late. During 2000, a report by Mr. Burton T. Zaunbrecher
covering the acquisition of 400,000 shares of Common Stock and options to
purchase 462,500 shares of Common Stock, was inadvertently filed late. A report
by Mr. DeHart reporting his ownership of 15,000 shares of Common Stock of the
Company was inadvertently filed late. Dixie Chris OMNI, L.L.C., inadvertently
failed to file a report covering its acquisition of Common Stock and options and
warrants to purchase Common Stock in November 2000. The Company has been
informed that this report is in the process of being prepared and will be filed
shortly. In addition, the Company is aware that Advantage Capital, Mr. Stull and
various venture capital funds under their control have failed to file reports of
up to 18 transactions for 1999 and up to 39 reports for 2000. Most of these
transactions involved purchases by the various Advantage Capital investment
funds of preferred stock, Common Stock and warrants from the Company. The
Company has been informed that an analysis is currently being preformed to
determine whether all of these transactions are required to be reported and that
after the analysis is completed the required reports will be prepared and filed.
ITEM 11. EXECUTIVE COMPENSATION
ANNUAL COMPENSATION
The following table sets forth all compensation information for the
three years ended December 31, 2001, for the Company's Chief Executive Officer
and all other executive officers whose total annual salary and bonus exceeded
$100,000 (collectively, the "Named Executive Officers"). No other executive
officer of the Company had a total annual salary and bonus exceeding $100,000
during 2001.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term
------------------- Compensation
Awards
------
No. of Shares
Underlying
Options/SARs All Other
Year Salary Bonus Granted(2) Compensation (1)
---- ------ ----- ---------- ----------------
NAME AND PRINCIPAL POSITION
- ---------------------------
James C. Eckert(3)................. 2001 $ 45,375 $--- 995,000 $---
President and Chief
Executive Officer
David A. Jeansonne(4).............. 2001 $ 0 $--- --- $---
President and Chief 2000 $ 46,247 $--- 400,000 $---
Executive Officer 1999 $121,875 $--- --- $---
(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) Mr. Eckert has been employed by the Company since March 2001. As a
result, compensation for 2001 is for a partial year.
(4) Mr. Jeansonne served as the Company's President and Chief Executive
Officer from November 2000 until his death on February 10, 2001. From
March 1999 to November 2000, Mr. Jeansonne served as Chairman of the
Board. Prior to March 1999, Mr. Jeansonne served as President and Chief
Executive Officer of the Company.
2001 STOCK OPTION GRANTS
The following table contains certain information concerning stock
options granted to the Named Executive Officers during 2001.
OPTION GRANTS IN LAST FISCAL YEAR
% of Total Options Potential Realizable Value
No. of Shares Granted to Exercise at Assumed Annual Rates of
Underlying Options Employees Price per Expiration Stock Price Appreciation for
Name Granted in 2001 Share Date Option Term(1)
- --------------------------------------------------------------------------------------------------------------------------------
James C. Eckert 495,000 22.8% $1.1814 03/12/11 $367,800 $932,000
500,000 23.1% $0.6400 10/11/11 $201,250 $510,000
(1) Amounts reflect assumed rates of appreciation required by Securities and
Exchange Commission (the "Commission") executive compensation disclosure
rules. Actual gains, if any, on options depend on future performance of
the Common Stock and overall market conditions.
STOCK OPTION HOLDINGS
The following table sets forth information, as of December 31, 2001,
with respect to stock options held by the Named Executive Officers. None of the
Named Executive Officers exercised any options to purchase Common Stock in 2001.
AGGREGATE OPTION VALUES AT YEAR END
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Year End At Year End(1)
------------------- -----------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
James C. Eckert 0 495,000 0 $0
0 500,000 0 $150,000
(1) The closing sale price of the Common Stock on December 31, 2001 was
$0.94 per share, as reported by the Nasdaq National Market.
EXECUTIVE EMPLOYMENT AGREEMENTS
The term of Mr. Jeansonne's employment agreement was from July 1, 1997
to June 30, 2003. The agreement provided that Mr. Jeansonne would 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 could be terminated at any
time by the Company for cause or for breach of the agreement by Mr. Jeansonne.
Mr. Jeansonne's employment agreement terminated as of February 10, 2001 as a
result of his death.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of the Compensation Committee has at any time been
an officer or employee of the Company and none of these directors serves as a
member of the board of directors or compensation committee of any entity that
has one or more executive officers serving as a member of the Company's board or
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.
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 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 30, 2002, certain
information regarding beneficial ownership of Common Stock by (i) each of the
Named Executive Officers (as defined below 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.
PERCENTAGE OF
NUMBER OF SHARES OUTSTANDING COMMON
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED STOCK
- ------------------------- ------------------ -------------------
Steven T. Stull.................................... 25,964,662(1) 51.4%
Advantage Capital.................................. 25,940,662(2) 51.4%
Dixie Chris Omni, LLC.............................. 5,200,000(3) 10.3%
Wellington Management Company, LLP................. 2,100,000 4.2%
James C. Eckert.................................... 264,983(4) *
Crichton W. Brown.................................. 24,000(5) *
Michael G. DeHart.................................. 10,000(6) *
Richard C. White................................... 20,000(7) *
Burton T. Zaunbrecher.............................. 858,500(8) 1.7%
All directors and executive officers
as a group (6 persons)...................... 27,162,978(9) 53.8%
* Less than one percent.
(1) The address of Mr. Stull is c/o Advantage Capital, 909 Poydras Street,
Suite 2230, New Orleans, LA 70112. Includes 23,659,662 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 24,000 shares issuable upon the exercise of options
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, (i) 293,983 are held by
Advantage Capital Partners Limited Partnership of which Advantage Capital
Corporation is the general partner; 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 800,000 are held by
Advantage Capital Partners X
Limited Partnership, of which Advantage Capital NOLA X, L.L.C. is the
general partner; (ii) 835,000 are issuable upon the exercise of options
exercisable within sixty days; (iii) 2,838,500 are issuable upon the
exercise of warrants exercisable within sixty days; (iv) 10,000,000 are
issuable upon the conversion of the Company's Series A 8% Convertible
Preferred Stock; and (v) 3,680,000 are issuable upon conversion fo the
Company's Series B 8% Convertible Preferred Stock. The options are held
by Advantage Capital Partners X Limited Partnership, of which Advantage
Capital NOLA X, L.L.C. is the general partner. Of the warrants, 2,199,271
are held by Advantage Capital Partners VI Limited Partnership, of which
Advantage Capital NOLA VI, L.L.C. is the general partner; 15,937 are held
by Advantage Capital Partnership VII Limited Partnership, of which
Advantage Capital NOLA VII, L.L.C. is the general partner; 3,750 are held
by Advantage Capital Partners VIII Limited Partnership, of which
Advantage Capital NOLA VIII, L.L.C. is the general partner; 767,667 are
held by Advantage Capital Partners IX Limited Partnership, of which
Advantage Capital NOLA IX, L.L.C. is the general partner; 685,000 are
held by Advantage Capital Partners X Limited Partnership, of which of
which Advantage Capital NOLA X, L.L.C. is the general partner; and 1,875
are held by Advantage Capital Technology Fund, L.L.C.
(3) Includes 700,000 shares issuable upon the exercise of warrants currently
exercisable or exercisable within sixty days and 1,300,000 shares
issuable upon the exercise of options currently exercisable or
exercisable within sixty days. The address of Dixie Chris OMNI LLC is 600
Jefferson Street, Suite 408, Lafayette, Louisiana 70503.
(4) Includes 264,983 shares issuable upon the exercise of options currently
exercisable or exercisable within sixty days.
(5) Includes 24,000 shares issuable upon the exercise of options currently
exercisable or exercisable within sixty days.
(6) Includes 10,000 shares issuable upon the exercise of options currently
exercisable or exercisable within sixty days.
(7) Includes 20,000 shares issuable upon the exercise of options currently
exercisable or exercisable within sixty days.
(8) Includes 458,500 shares issuable upon the exercise of options currently
exercisable or exercisable within sixty days, 282,252 shares of common
stock, 58,874 shares of common stock in the name of Trust and 58,874
shares in the name of Trust.
(9) Includes 5,402,000 shares that such persons have the right to receive
upon the exercise of options and warrants currently exercisable or
exercisable within sixty days, and 10,000,000 shares that such persons
have the right to receive upon the conversion of the Company's Series A
8% Convertible Preferred Stock; and 3,680,000 shares that such persons
have the right to receive upon the conversion of the Company's Series B
Convertible Preferred Stock.
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 was 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. Since that time, OMNI Geophysical and the
Company have leased the former headquarters building from OGC for its aviation
division 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.
During the years ended December 31, 1999, 2000 and 2001, we privately
placed with BizCapital (an affiliate of Advantage Capital) subordinated
debentures totaling $7.5 million, $3.4 million and $1.5 million, respectively.
The debentures matured five years from their date of issue and accrued interest
at various rates ranging from a fixed rate of 12% per annum to a variable rate
of interest starting at 12% per annum and escalating to 20% per annum. In
October 2000, we agreed to convert $4.6 million of the subordinated debentures
into our Series A Preferred Stock. In May 2001, we agreed to pay the affiliate
$3.0 million cash plus issue to the affiliate $4.6 million of the Company's
Series B Preferred Stock in full satisfaction of all of the remaining
outstanding subordinated debentures including accrued
interest of $1.8 million. This transaction resulted in the affiliate agreeing to
forgive $1.0 million of indebtedness which has been reflected as a capital
contribution from the affiliate rather than as income in the accompanying
financial statements.
In connection with the original issuance of the subordinated
debentures, we issued to the affiliate detachable warrants to purchase 5,738,500
shares of our common stock, of which 2,901,000 have been cancelled as of
December 31, 2001. The remaining 2,837,500 warrants outstanding are all
exercisable with exercise prices ranging from $0.75 to $2.00 per share.
The following table summarizes the exercise prices of warrants as of
December 31, 2001:
Exercise Price Warrants
-------------- ---------
$2.00 37,500
$1.50 516,667
$0.75 2,283,333
---------
2,837,500
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.
(Registrant)
By: /s/ James C. Eckert
---------------------------------
James C. Eckert
President and Chief Executive
Officer (Principal Executive
Officer)
Date: April 30, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ James C. Eckert President, Chief Executive Officer, Chairman of the April 30, 2002
- ------------------------------- Board
James C. Eckert
/s/ Burton T. Zaunbrecher Executive Vice President, Chief Operating Officer, April 30, 2002
- ------------------------------- Secretary, Treasurer
Burton T. Zaunbrecher
/s/ G. Darcy Klug Chief Financial Officer April 30, 2002
- -------------------------------
G. Darcy Klug
/s/ Crichton W. Brown Director April 30, 2002
- -------------------------------
Crichton W. Brown
/s/ Steven T. Stull Director April 30, 2002
- -------------------------------
Steven T. Stull
/s/ Michael G. DeHart Director April 30, 2002
- -------------------------------
Michael G. DeHart
/s/ Richard C. White Director April 30, 2002
- -------------------------------
Richard C. White