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): MARCH 3, 2005
(FEBRUARY 25, 2005)
OMNI ENERGY SERVICES CORP.
(Exact name of registrant as specified in its charter)
LOUISIANA 0-23383 72-1395273
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
On February 25, 2005, OMNI Energy Services Corp. ("OMNI") received
notice of certain alleged events of default (collectively, "Events of Default")
under certain of its Debentures (as defined below). As used in this Form 8-K,
the following terms are defined as follows:
"Debentures" means the 6.5% Convertible Debentures, dated February 12,
2004 and April 15, 2004, of OMNI issued to Portside Growth and Opportunity Fund
("Portside") in the respective original principal amounts of $2,500,000 and
$1,250,000.
"Securities Purchase Agreements" means the Securities Purchase
Agreements, dated as of February 12, 2004 and April 15, 2004, by and between
OMNI and each of the Investors whose names appear on the signature pages
thereto.
"Amendment" means the Amendment and Conditional Waiver Agreement, dated
as of October 8, 2004, by and between OMNI and each of the Investors whose names
appear on the signature pages thereto, that amends, modifies and waives certain
terms and conditions of the Securities Purchase Agreements and Debentures.
"Subordination Agreements" means the Subordination and Intercreditor
Agreements, dated as of February 12, 2004 and April 15, 2004, among the
Subordinated Creditors identified on the signature pages thereto and Webster
Business Credit Corporation (the "Agent"), in its capacity as agent under the
Senior Credit Agreement (as defined therein).
By letter dated February 25, 2005, Portside notified OMNI of the
following alleged Events of Default under the Debentures:
1. Failure to make the October Interest Payment (as defined in the
Amendment) and to pay accrued and unpaid interest thereon;
2. Failure to pay the November Put (as defined in the Amendment), plus
accrued and unpaid interest thereon;
3. Failure to pay a Put Amount (as defined in the Debentures) with
respect to December 2004, plus accrued and unpaid interest thereon;
4. Failure to pay interest with respect to the Debentures on January
1, 2005 and to pay accrued and unpaid interest thereon;
5. Failure to pay a Put Amount with respect to January 2005, plus
accrued and unpaid interest thereon;
6. Failure to pay a Put Amount with respect to February 2005, plus
accrued and unpaid interest thereon; and
7. Failure to hold a shareholders meeting to seek the Shareholder
Approval (as defined in the Securities Purchase Agreements) and as
provided in Section 7 of the Amendment.
As a result of these alleged Events of Default, Portside demanded that
OMNI redeem all of the Debentures held by it, in the aggregate principal amount
of $2,765,625, on March 2, 2005. Portside also notified OMNI of its intention to
commence a civil action against OMNI to obtain a judgment with respect to all
amounts owed to it under the Debentures.
Under the Debentures, if an Event of Default occurs, each Debenture
holder can require OMNI to redeem all or a portion of its Debentures for an
amount equal to the greater of (i) the outstanding principal of and accrued and
unpaid interest on the Debentures and (ii) the product of (y) the aggregate
number of shares of Common Stock into which the Debentures are convertible
(without regard to any limitation on such conversion) and (z) the average of the
volume weighted average price of the Common Stock for the five days prior to
redemption date as established by the Debenture holder (the "Mandatory
Redemption Price").
Under these terms, OMNI is required to pay the Mandatory Redemption
Price to Portside no later than March 9, 2005, which is five business days
following March 2, 2005. If OMNI fails to pay the Mandatory Redemption Price to
Portside by March 9, 2005, Portside is entitled to interest thereon at the lower
of ten percent (10%) and the highest rate permitted by applicable law from March
2, 2005 until the Mandatory Redemption Price has been paid in full. To date, no
other holder of Debentures has required OMNI to pay the Mandatory Redemption
Price.
Portside's acceleration of the maturity of the Debentures and its
potential commencement and prosecution of a civil action against OMNI to obtain
a judgment with respect to all amounts owed to it under the Debentures are
subject to the terms of the Subordination Agreements. Pursuant to the
Subordination Agreements, Portside is not authorized to receive any payment in
respect to the Debentures as a result of the acceleration of the maturity of the
debentures or enforce any such judgment without the prior written consent of
Agent, except upon the earliest to occur of, among other things, (i)
acceleration of the senior debt, (ii) commencement of enforcement of any rights
and remedies under the senior debt documents or applicable law with respect to
the senior debt or the senior debt documents, (iii) the institution of any
Proceeding (as defined in the Subordination Agreements), or (iv) the passage of
180 days from the date on which Agent receives written notice of the default
from Portside.
It should be noted that on January 25, 2005 OMNI announced it had filed
suit in the United States District Court for the Western District of Louisiana
against the holders of the Debentures. The suit alleges claims arising under
Section 16(b) of the Securities Exchange Act of 1934 (the "16(b) Suit"). Should
Portside elect to pursue a civil action against OMNI, OMNI intends to assert all
available remedies pursuant to and consistent with its claims previously filed
against Portside and the other holders of the Debentures in the 16(b) Suit.
The existence of the Events of Default constitutes an event of default
under the cross default provisions of OMNI's loan agreement with the Agent, its
senior secured lender.
The existence of the Events of Default also constitutes an event of
default also under the terms of OMNI's indebtedness to Beal Bank S.S.B. On
January 27, 2005, OMNI and Beal Bank, S.S.B. entered into a Forbearance
Agreement with respect to the Promissory Note dated as of October 22, 2004
between Maker and Beal Bank S.S.B. dated effective as of January 21, 2005.
Pursuant to the Forbearance Agreement, Beal Bank S.S.B. agreed to forbear from
exercising any of its rights and remedies arising under the Promissory Note
until March 15, 2005.
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: March 3, 2005
By: /s/ G. Darcy Klug
--------------------------
G. Darcy Klug
Executive Vice President