OMNI ENERGY SERVICES CORP - 10-K/A - 20030430 - PART_III
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
DIRECTORS
The following table sets forth, as of April 30, 2003, 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......................................... 53 Chairman of the Board
Steven T. Stull......................................... 44 Director (1)
Crichton W. Brown....................................... 45 Director (2)
Michael G. DeHart....................................... 52 Director (1) (2)
Richard C. White........................................ 47 Director (1) (2)
Burton T. Zaunbrecher................................... 42 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 former President and Chief Executive Officer of
NuTec Energy Services Inc. He held that position from October of 2001 until his
retirement in September 2002. 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 Incorporated 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............................ 53 President and Chief Executive Officer
Burton T. Zaunbrecher...................... 42 Executive Vice-President, Chief Operating Officer
G. Darcy Klug.............................. 51 Chief Financial Officer
Information regarding Messrs. Eckert and Zaunbrecher is contained above
under "Directors".
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.
The Company's directors, executive officers and 10% stockholders have
filed timely with the Commission reports of ownership and changes in ownership
of equity securities of the Company pursuant to Section 16(a) of the Securities
Exchange Act of 1934.
ITEM 11. EXECUTIVE COMPENSATION
ANNUAL COMPENSATION
The following table sets forth all compensation information for the three
years ended December 31, 2002, 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 2002.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS
------------
NO. OF SHARES
ANNUAL COMPENSATION UNDERLYING
--------------------------------- OPTIONS/SARS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS GRANTED(1) COMPENSATION (2)
--------------------------- ---- ------ ----- ---------- ----------------
James C. Eckert(3) 2002 $113,750 $91,625 --- $ --
President and Chief 2001 $45,375 $ -- 331,667 $ --
Executive Officer
Burton T. Zaunbrecher (4) 2002 $83,000 $22,000 --- $ --
Chief Operating Officer 2001 $58,000 $ -- 83,333 $ --
2000 $6,000 $100,000 --- $ --
G.Darcy Klug (5) 2002 $83,000 $37,500 --- $ --
Chief Financial Officer 2001 $ 37,500 $ -- 133,333 $ --
(1) See the following tables for additional information.
(2) 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
(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. Zaunbrecher has been employed by the Company since November 2000;
as a result, compensation for 2000 is for a partial year. The number of
stock options granted in 2000 shown above does not include options he
received as an equity investor.
(5) Mr. Klug has been employed by the Company since May 2001; as a result,
compensation for 2001 is for a partial year.
2002 STOCK OPTION AND STOCK APPRECIATION RIGHT GRANTS
There were no stock options granted to the Named Executive Officers during
2002.
STOCK OPTION HOLDINGS
The following table sets forth information, as of December 31, 2002, 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 2002.
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 209,988 121,678 $ 0 $ 0
Burton T. Zaunbrecher (2) 204,165 33,334 $ 0 $ 0
G. Darcy Klug 66,666 66,667 $ 0 $ 0
(1) The closing sale price of the Common Stock on December 31, 2002 was $0.76
per share, as reported by the Nasdaq National Market.
(2) Includes 54,166 options issued in connection with a private placement in
2000.
EXECUTIVE EMPLOYMENT AGREEMENTS
The term of Mr. Eckert's employment agreement is from March 31, 2001 to
March 31, 2004. The agreement provides that Mr. Eckert will serve as Chairman of
the Board of the Company during such term at a base salary of $100,000, $125,000
and $150,000 for the twelve month periods ended March 31, 2002, 2003 and 2004,
respectively; and that Mr. Eckert's employment can be terminated at any time by
the Company for cause or for breach of the agreement by Mr. Eckert.
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 3,333 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 Company's Stock Incentive 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 stockholders will be granted an option to
purchase 1,667 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, 2003, 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 stockholders listed below
have sole investment and voting power with respect to their shares based on
information furnished to the Company by such stockholders.
PERCENTAGE OF
NUMBER OF SHARES OUTSTANDING
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED COMMON STOCK
------------------------ ------------------ ------------
Steven T. Stull 8,654,549(1) 54.3%
Advantage Capital 8,646,550(2) 54.3%
Dixie Chris OMNI, L.L.C 1,733,333(3) 7.8%
Wellington Management Company, LLP 750,000(4) 5.1%
75 State Street
Boston, MA 02109
James C. Eckert 209,988(5) *
Crichton W. Brown 7,999(6) *
Michael G. DeHart 8,866(7) *
Richard C. White 6,666(8) *
Burton T. Zaunbrecher 337,497(9) 1.0%
G. Darcy Klug 66,666(10) *
All directors and executive officers
as a group (7 persons) 9,292,231(11) 55.3%
* 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 8,646,550 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 7,999 shares issuable upon the exercise of
options currently exercisable or exercisable within sixty days.
(2) Based on a filing made with the SEC reflecting ownership of Common
Stock as of August 30, 2002. The address of Advantage Capital is 909
Poydras Street, Suite 2230, New Orleans, Louisiana 70112. Of these
shares, (i) 97,994 are held by Advantage Capital Partners Limited
Partnership of which Advantage Capital Corporation is the general
partner; 331,277 are held by Advantage Capital Partners II Limited
Partnership, of which Advantage Capital Corporation is the general
partner; 538,686 are held by Advantage Capital Partners III Limited
Partnership, of which Advantage Capital Management Corporation is the
general partner; 1,008,565 are held by Advantage Capital Partners IV
Limited Partnership, of which Advantage Capital Financial Company,
L.L.C. is the general partner; 619,197 are held by Advantage Capital
Partners V Limited Partnership, of which Advantage Capital Advisors,
L.L.C. is the general partner; and 495,000 are held by Advantage
Capital Partners X Limited Partnership, of which Advantage Capital NOLA
X, L.L.C. is the general partner; (ii) 278,333 are issuable upon the
exercise of options exercisable within sixty days; (iii) 945,832 are
issuable upon the exercise of warrants exercisable within sixty days;
(iv) 3,333,333 are issuable upon the conversion of the Company's Series
A 8% Convertible Preferred Stock; and (v) 1,226,667 are issuable upon
conversion of 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, 733,090 are held by Advantage Capital
Partners VI Limited Partnership, of which Advantage Capital NOLA VI,
L.L.C. is the general partner; 5,312 are held by Advantage Capital
Partnership VII Limited Partnership, of which Advantage Capital NOLA
VII, L.L.C. is the general partner; 1,250 are held by Advantage Capital
Partners VIII Limited Partnership, of which Advantage Capital NOLA
VIII, L.L.C. is the general partner; 255,889 are held by Advantage
Capital Partners IX Limited Partnership, of which Advantage Capital
NOLA IX, L.L.C. is the general partner; 228,333 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 625 are held by
Advantage Capital Technology Fund, L.L.C.
(3) Includes 233,333 shares issuable upon the exercise of warrants
currently exercisable or exercisable within sixty days and 433,333
shares issuable upon the exercise of options currently exercisable or
exercisable within sixty days. The address of Dixie Chris OMNI, L.L.C.
is 600 Jefferson Street, Suite 408, Lafayette, Louisiana 70503.
(4) Based on a filing made with the SEC reflecting ownership of Common
Stock as of December 31, 2002. The filing indicates shared voting power
with respect to 425,000 shares of Common Stock and dispositive power
with respect to 750,000 shares of Common Stock.
(5) Includes 209,988 shares issuable upon the exercise of options currently
exercisable or exercisable within sixty days.
(6) Includes 7,999 shares issuable upon the exercise of options currently
exercisable or exercisable within sixty days.
(7) Includes 3,333 shares issuable upon the exercise of options currently
exercisable or exercisable within sixty days.
(8) Includes 6,666 shares issuable upon the exercise of options currently
exercisable or exercisable within sixty days.
(9) Includes 204,165 shares issuable upon the exercise of options currently
exercisable or exercisable within sixty days, 94,084 shares of common
stock, 39,248 shares of common stock in the name of certain Trusts.
(10) Includes 66,666 shares issuable upon the exercise of options currently
exercisable or exercisable within sixty days.
(11) Includes 1,730,981 shares that such persons have the right to receive
upon the exercise of options and warrants currently exercisable or
exercisable within sixty days, and 3,333,333 shares that such persons
have the right to receive upon the conversion of the Company's Series A
8% Convertible Preferred Stock; and 1,226,667 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 client development 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 our financial statements.
In connection with the original issuance of the subordinated debentures, we
issued to the affiliate detachable warrants to purchase 1,912,833 shares of our
common stock, of which 967,000 have been cancelled as of December 31, 2002. The
remaining 945,833 warrants outstanding are all exercisable with exercise prices
ranging from $2.25 to $6.00 per share and expire between March 2005 and October
2005.
The following table summarizes the exercise prices of warrants as of
December 31, 2002:
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, 2003
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, 2003
-------------------------------- Board
James C. Eckert
/s/ Burton T .Zaunbrecher Executive Vice President, Chief Operating Officer,
-------------------------------- Secretary, Treasurer April 30, 2003
Burton T. Zaunbrecher
/s/ G. Darcy Klug Chief Financial Officer April 30, 2003
--------------------------------
G. Darcy Klug
/s/ Crichton W. Brown Director April 30, 2003
--------------------------------
Crichton W. Brown
/s/ Steven T. Stull Director April 30, 2003
--------------------------------
Steven T. Stull
/s/ Michael G. DeHart Director April 30, 2003
--------------------------------
Michael G. DeHart
/s/ Richard C. White Director April 30, 2003
--------------------------------
Richard C. White
OMNI ENERGY SERVICES CORP.
A LOUISIANA CORPORATION
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
SECTION 302 CERTIFICATION
I, James C. Eckert, certify that:
1. I have reviewed this amendment to the annual report on Form 10-K/A of
OMNI Energy Services Corp., a Louisiana corporation (the "registrant");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
/s/ JAMES C. ECKERT
--------------------------------------
James C. Eckert
Chief Executive Officer
Date: April 30, 2003
OMNI ENERGY SERVICES CORP.
A LOUISIANA CORPORATION
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
SECTION 302 CERTIFICATION
I, G. Darcy Klug, certify that:
1. I have reviewed this amendment to the annual report on Form 10-K/A of
OMNI Energy Services Corp., a Louisiana corporation (the "registrant");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
/s/ G. DARCY KLUG
--------------------------------------
G. Darcy Klug
Chief Financial Officer
Date: April 30, 2003
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