WASHINGTON, D.C. 20549

FORM 10-K/A

(Exact name of registrant as specified in its charter)
 

Registrant’s telephone number, including area code: (985) 851-3833

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  X   No       

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. __

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2.) Yes        No  X  

                The aggregate market value of the voting stock held by non-affiliates of the registrant at June 28, 2002 based on the closing price on the Nasdaq National Market on that date was $192,986,392.

        The number of shares of the registrant’s common stock, $0.01 par value per share, outstanding as of February 28, 2003 was 36,272,335.
 

DOCUMENTS INCORPORATED BY REFERENCE
 

                None.


                We are filing this Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (the "Report") to amend and supplement the following items of Part III of the Report to read in their entirety as follows:
 

PART III
 

                Ronald O. Palmer has been Chairman of the Board of the Company since 1993.

                Robert N. Sheehy, Jr. was appointed by the Board to fill the vacancy created by the resignation of Joel V. Staff as a director in 2002. Mr. Sheehy is a Managing Director of Inverness Management LLC. Through Inverness Management LLC and its affiliates, Mr. Sheehy has been engaged in sponsoring and investing in private equity transactions since 1996.

                H. K. Acord is an oil and gas consultant. From 1993 to 1996, Mr. Acord served as Executive Vice President, Exploration and Production Division, of Mobil Oil Corporation. From 1989 to 1993, he served as a Vice President of International Producing Operations for Mobil.

                Edward C. Hutcheson, Jr. is a private investor and consultant. Since February 2000, Mr. Hutcheson has been involved in private investment activities and has provided consulting services to private companies seeking capital. Previously, Mr. Hutcheson was a principal of PGG Capital, the merchant banking subsidiary of Pinnacle Global Group, Inc. (financial services company). In addition, Mr. Hutcheson was a principal of HWG Capital, a subsidiary of Harris, Webb & Garrison (investment banking firm). From November 1994 to March 1997, he served as Chief Executive Officer or Chairman of the Board of Crown Castle International Corp. (owner and manager of wireless communications towers). From March 1992 to December 1993, Mr. Hutcheson served as President and Chief Operating Officer of Baroid Corporation (an energy services and equipment provider). He is a Director of Titanium Metals Corporation (titanium sponge and mill product producer), Pinnacle Management & Trust Co. and Crown Castle.

                James C. Comis III is a Managing Director of Inverness Management LLC. Mr. Comis has also served as Managing Director of Inverness/Phoenix LLC since 1994. Through Inverness and its affiliates, Mr. Comis has been engaged in sponsoring and investing in private equity transactions since 1990. He is a Director of National-Oilwell, Inc. (manufacturer and distributor of oilfield equipment) and Southwestern Life Holdings, Inc. (insurance holding company).

                Joseph S. Compofelice was appointed by the Board to fill the vacancy created by the resignation of Benjamin F. Bailar as a director in 2002. Mr. Compofelice is President and Chief Executive Officer of Aquilex Services Corp. (service and equipment provider to the power generation industry). He is also a Director of Contango Oil and Gas Company. From 1998 through 2000, Mr. Compofelice was the Chairman and Chief Executive Officer of CompX International Inc. (a provider of hardware components to the office furniture, computer and other industries). From 1994 to 1998, he was a Director and  Chief Financial Officer of NL Industries, Inc. (a maker of titanium dioxide), Titanium Metals Corporation (a worldwide manufacturer of titanium metal sponge, ingot and other titanium products), and Tremont Corp. Prior to that Mr. Compofelice was President of the Oilfield Equipment Group of Baroid Corporation and President of Smith Drilling Systems oilfield service entities. 

                Thomas E. Fairley is President and Chief Executive Officer of the Company. He also serves as a Director of Gulf Island Fabrication, Inc. (fabricator of offshore production platforms).

Section 16(A) Beneficial Ownership Reporting Compliance

                Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and 10% stockholders to file with the SEC reports of ownership and changes in ownership of our equity securities. To the best of our knowledge, all required forms were timely filed with the SEC during 2002, except for a late Form 3 reporting the initial statement of beneficial ownership of securities by Mr. Sheehy due to a clerical error.

 

Annual Compensation

                The following table sets forth all cash compensation and options granted for the three years ended December 31, 2002 to our five most highly compensated executive officers.

 

2002 Stock Option Grants

                The following table contains information concerning the grant of stock options to our five most highly compensated executive officers during 2002. We did not grant any stock appreciation rights to the listed officers in 2002.

 

2002 STOCK OPTION GRANTS
 

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Stock Ownership of Certain Beneficial Owners

                The following table is based on reports filed with the SEC and indicates the beneficial ownership, as of April 15, 2003, of our common stock by each person known by us to beneficially own more than 5% of our outstanding common stock as determined in accordance with SEC rules. Unless otherwise indicated, the shares are held with sole voting and investment power.
 

        In April 1999, in connection with the private sale of shares of our common stock to the Funds, we entered into a stockholders’agreement granting registration rights and the power to name Board nominees to such investors. The stockholders’agreement will terminate on May 6, 2009. Under the stockholders’agreement, the Funds are entitled to designate two Board nominees so long as they own, in the aggregate, at least 4,000,000 shares of our common stock. If the Funds own, in the aggregate, less than 4,000,000 of our shares but at least 500,000 shares, they are entitled to propose one nominee.

        As long as the Funds continue to hold, in the aggregate, at least 10% of the securities they purchased from us, they are entitled to registration rights relating to shares of our common stock. The Funds may require us to file a registration statement under the Securities Act to sell not less than 20% of the common stock they own. We are only required to make one such stand-alone registration during any 12-month period, and no more than three during the term of the agreement. The Funds also may require us to file a shelf registration statement covering shares of our common stock held by them having a value of at least $3 million. We are only required to make one shelf registration during any 12-month period, but there is otherwise no limit on the number of shelf registration requests that the Funds can make. The Funds may also include their shares of our common stock in any registration statement we file involving our common stock.




 

                In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned, thereunto duly authorized.