Form 8-K





Washington, D.C. 20549



Form 8-K



Current Report

Pursuant to Section 13 or 15(d) of the

Securities Act of 1934

Date of Report (Date of earliest event reported): May 5, 2011



Omega Protein Corporation

(Exact name of registrant as specified in its charter)




Nevada   001-14003   76-0562134

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


2105 City West Blvd., Suite 500

Houston, Texas

(Address of principal executive offices)   (Zip Code)

(713) 623-0060

(Registrant’s telephone number, including area code)



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 240.14-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c))




Item 2.02. Results of Operations and Financial Condition

On May 5, 2011, Omega Protein Corporation (the “Company”) issued a press release reporting the Company’s earnings for the quarter ended March 31, 2011. For additional information regarding the Company’s first quarter 2011 earnings, please refer to the Company’s press release attached to this report as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits


  (a) Financial Statements of business acquired.



  (b) Pro Forma Financial Information.



  (c) Shell Company Transactions.



  (d) Exhibits.


99.1    Text of Press Release dated May 5, 2011 titled “Omega Protein Reports 2011 First Quarter Results.”


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 thereunto duly authorized.


      Omega Protein Corporation

Dated: May 5, 2011


/s/ John D. Held

      John D. Held
      Executive Vice President and General Counsel