UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 13, 2004
(FEBRUARY 12, 2004)
OMNI ENERGY SERVICES CORP.
(Exact name of registrant as specified in its charter)
LOUISIANA 0-23383 72-1395273
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation)
4500 NE INTERSTATE 49
CARENCRO, LOUISIANA 70520
(Address of principal executive offices) (Zip Code)
(337) 896-6664
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On February 12, 2004, OMNI Energy Services Corp. (the "Company")
announced that it has entered into a Securities Purchase Agreement (the
"Securities Purchase Agreement") dated as of February 12, 2004, among the
Company, Portside Growth and Opportunity Fund, Provident Premier Master Fund
Ltd., and Manchester Securities Corp.
Pursuant to the terms of the Securities Purchase Agreement, the Company
issued to the investors (i) $10 million of 6.5% Convertible Debentures (the
"Debentures"), (ii) Series A Warrants (the "Series A Warrants") representing the
right to purchase in the aggregate 700,000 shares of common stock with an
exercise price of $7.15 per share (subject to adjustment as provided therein),
and (iii) Series B Warrants (the "Series B Warrants") representing the right to
purchase in the aggregate 390,000 shares of common stock with an exercise price
of $8.50 per share (subject to adjustment as provided therein).
The Debentures mature in February 2007 and are convertible into shares
of common stock after issuance until the maturity date. The initial conversion
price is $7.15 per share. Interest will accrue on the Debentures at 6.5% per
annum and will be payable quarterly. At the Company's option, and if certain
conditions set forth in the Debentures are satisfied, interest may be paid,
instead of cash, in whole or in part, in shares of common stock. If the interest
is paid in shares of common stock, the shares will be valued at a 5% discount.
The holders may elect to require the Company to repurchase in the aggregate up
to $8.75 million (plus accrued and unpaid interest) of the Debentures (the "Put
Option"). The Put Option may be exercised in ten (10) consecutive and equal
monthly installments commencing the first full month following the date on which
a registration statement filed with the Securities and Exchange Commission,
pursuant to the Registration Rights agreement between the Company and the
investors, becomes effective. The Company will have the option to pay cash or
issue registered common stock with respect to the Put Option. If the Company
elects to pay the Put Option with registered common stock, the underlying shares
will be valued at a 12.5% discount to the average trading price of the Company
common stock for the applicable pricing period. The investors also have a
mandatory redemption right if an event of default occurs.
The Series A Warrants may be exercised during the one year period
beginning on the date that is six months and one day after the date the warrants
are issued. The Series B Warrants may be exercised during the five year period
beginning on the date that is six months and one day after the date the warrants
are issued.
The Company further announced today that it has withdrawn the
Registration Statement previously filed with the Securities and Exchange
Commission to register approximately 5.1 million common shares into which the
Company's Series A 8% Convertible Preferred Stock and Series B 8% Convertible
Preferred Stock held by an affiliate were convertible.
The foregoing discussion is only a summary and is qualified in its
entirety by reference to the Securities Purchase Agreement, the Debenture, the
Series A Warrant, the Series B Warrant, the Registration Rights Agreement and
the press release filed as exhibits hereto and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
Exhibit Number Description
4.1 Form of 6.5% Convertible Debenture dated as of
February 12, 2004 among the Company and certain
accredited investors (with attached schedule of
parties and terms thereto).
4.2 Form of Warrant to Purchase Common Stock dated as of
February 12, 2004 among the Company and certain
accredited
investors exercisable at $7.15 per share (with
attached schedule of parties and terms thereto).
4.3 Form of Warrant to Purchase Common Stock dated as of
February 12, 2004 among the Company and certain
investors exercisable at $8.50 per share (with
attached schedule of parties and terms thereto).
10.1 Securities Purchase Agreement dated as of February
12, 2004, by and among the Company and certain
accredited investors listed therein.
10.2 Registration Rights Agreement dated as of February
12, 2004, by and among the Company and certain
accredited investors listed therein.
99.1 Press Release dated as of February 12, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OMNI ENERGY SERVICES CORP.
Dated: February 13, 2004
By: /s/ G. Darcy Klug
----------------------------------
G. Darcy Klug
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- ---------------------------------------------------------------------------------------
4.1 Form of 6.5% Convertible Debenture dated as of February 12, 2004 among the Company
and certain accredited investors (with attached schedule of parties and terms thereto).
4.2 Form of Warrant to Purchase Common Stock dated as of February 12, 2004 among the
Company and certain accredited investors exercisable at $7.15 per share (with attached
schedule of parties and terms thereto).
4.3 Form of Warrant to Purchase Common Stock dated as of February 12, 2004 among the
Company and certain investors exercisable at $8.50 per share (with attached schedule
of parties and terms thereto).
10.1 Securities Purchase Agreement dated as of February 12, 2004, by and among the Company
and certain accredited investors listed therein.
10.2 Registration Rights Agreement dated as of February 12, 2004, by and among the Company
and certain accredited investors listed therein.
99.1 Press Release dated as of February 12, 2004.