- Current report filing (8-K)
July 22 2010 - 5:21PM
Edgar (US Regulatory)
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): July 19, 2010
OMNI ENERGY SERVICES CORP.
(Exact name of registrant as specified in its charter)
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LOUISIANA
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0-23383
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72-1395273
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4500 N.E. Evangeline Thruway
Carencro, Louisiana 70520
(Address of principal executive offices) (Zip Code)
(337) 896-6664
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 4.02
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
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(a) OMNI Energy Services Corp. (the Company) previously disclosed in its Form 12b-25 dated May 18, 2010 and in its
Current Report on Form 8-K filed with the Securities and Exchange Commission (the Commission) on May 26, 2010, that it was unable to timely file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010
due to the internal review by the Audit Committee of the Board of Directors of the Company (the Audit Committee), with the assistance of management, related to the Companys accounting for subordinated promissory notes in connection
with certain acquisitions which occurred in prior periods. The Audit Committee and management have now completed the internal review and have concluded that the Companys previously issued financial statements included in the following reports
filed with the Commission should no longer be relied upon: (1) the audited consolidated financial statements for the fiscal years ended December 31, 2009, 2008, 2007 and 2006, included in the Companys Annual Reports on Form 10-K for
the years ended December 31, 2009, 2008, 2007 and 2006, respectively, and (2) the interim period unaudited financial statements for the quarterly periods in each of the fiscal years ended December 31, 2009, 2008, 2007 and 2006, each
as included in the Companys Quarterly Reports on Form 10-Q for each such quarterly period.
The Audit Committee and
management initially commenced the referenced internal review during the first quarter of 2010 regarding how the Company has accounted for subordinated promissory notes issued in connection with six acquisitions of businesses or assets between 2006
and 2008. The subordinated promissory notes were issued to certain former owners of the acquired businesses or assets and included future payments contingent on the continued employment of such former owners with the Company. The Company accounted
for these payments as purchase consideration in accordance paragraph 26 of Financial Accounting Standards (FAS) 141 Business Combinations. The Company engaged an independent third party accounting firm to assist in its review of this
accounting treatment and sought guidance from the staff of the Commission. Based upon the guidance obtained from the staff of the Commission, management concluded that the contingent consideration associated with the subordinated promissory notes
should have been accounted for as compensation for services in accordance with EITF 95-8 Accounting for Contingent Consideration Paid to the Shareholders of an Acquired Enterprise in a Purchase Business Combination and management has
determined that restatement is appropriate.
After discussions with the Audit Committee and the Companys independent
registered public accounting firm, management has determined that it will file the requisite amended financial statements as soon as practicable.
The Board discussed the matters disclosed in this Current Report on Form 8-K with the Companys current independent registered
public accounting firm, Grant Thornton LLP. Additionally, management informed the Companys former independent registered public accounting firms of its conclusions concerning these matters in respect of the periods 2006, 2007 and 2008 which
they opined on.
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.
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OMNI ENERGY SERVICES CORP.
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Dated: July 22, 2010
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By:
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/s/ Ronald D. Mogel
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Senior Vice President
and Chief Financial Officer
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Omni Energy Svcs Corp (MM) (NASDAQ:OMNI)
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