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 24, 2005
(FEBRUARY 17, 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 4.01. Changes in Registrant's Certifying Accountant
On February 24, 2005, OMNI Energy Services Corp. (the "Company")
engaged Pannell Kerr Forster of Texas, P.C. ("PKF") as the Company's independent
accountants to audit the Company's consolidated financial statements for the
year ending December 31, 2004. BDO Seidman, LLP ("BDO"), who had been engaged as
the Company's principal independent accountants since July 12, 2004, resigned on
February 17, 2005, prior to commencement of work on the audit of the Company's
consolidated financial statements for the year ending December 31, 2004. PKF
will also perform a review of the unaudited condensed quarterly financial
statements to be included in the Company's quarterly reports on Form 10-Q
beginning with the March 31, 2005 Form 10-Q.
The decision to engage PKF as the Company's independent accountants was
made by the Audit Committee of the Company's Board of Directors.
BDO reviewed the Company's consolidated financial statements during the
quarters ended June 30, 2004 and September 30, 2004. BDO did not provide a
report on the Company's financial statements for either of the past two years.
During the period beginning July 12, 2004 through the date of their
resignation, there were no disagreements with BDO on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of BDO,
would have caused it to make reference to the subject matter of the
disagreements.
During the period beginning July 12, 2004 through the date of BDO's
resignation, there were no reportable events as defined in Item 304 (a) (1) (v)
of Regulation S-K requiring disclosure pursuant to Item 304(a)(1)(v) of
Regulation S-K. As used herein, the term "reportable event" means any of the
items listed in paragraphs (a) (1) (v) (A)-(D) of Item 304 of Regulation S-K.
During the two-year period ended December 31, 2004 and the subsequent
interim period prior to PKF's engagement, neither the Company nor anyone on its
behalf has consulted with PKF regarding: (i) the application of accounting
principles to a specified transaction, either completed or proposed; or the type
of audit opinion that might be rendered on the Company's financial statements,
and neither a written report was provided to the Company nor oral advice was
provided that PKF concluded was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial reporting issue;
or (ii) any matter that was either the subject of a disagreement or a reportable
event.
The Company has requested that BDO furnish it with a letter addressed
to the Securities and Exchange Commission stating whether or not it agrees with
the above statements. A copy of the letter from BDO dated February 24, 2005 is
filed as Exhibit 16.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
16.1 Letter from BDO Seidman, LLP dated February 24, 2005
pursuant to Item 304 (a) (3) of Regulation S-K,
regarding change in certifying accountant.
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 24, 2005
By: /s/ G. Darcy Klug
-----------------------------
G. Darcy Klug
Executive Vice President