8-K

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 Act of 1934

Date of Report (Date of earliest event reported): January 7, 2011

Omega Protein Corporation

(Exact name of registrant as specified in its charter)

Nevada	001-14003	76-0562134
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
2105 City West Boulevard Suite 500 Houston, Texas		77042
(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 7.01 Regulation FD Disclosure

The Company makes and may continue to make presentations to investors, potential investors, analysts and other groups and may utilize presentation material about the Company and its industry. The Company is filing herewith a copy of this presentation material as Exhibit 99.1.

In accordance with General Instructions B.2 and B.6 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

None.

(b) Pro Forma Financial Information

None.

(c) Shell Company Transactions

None.

(d) Exhibits

99.1 Omega Protein Corporation Investor Presentation dated January 10, 2011

SIGNATURE

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: January 7, 2011	/S/    JOHN D. HELD
	John D. Held
	Executive Vice President, General Counsel and Secretary

EX-99.1

Investor Presentation

Bret Scholtes

Executive Vice President and Chief Financial Officer

January 10, 2011

Exhibit 99.1

Forward Looking Statements

2

The information presented herein may contain predictions, estimates and other forward-looking statements within the meaning of

Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Although the Company

believes that its expectations are based on reasonable assumptions, it can give no assurance that its goals will be achieved. 

Important factors that could cause actual results to differ materially from those included in the forward looking statements

include:  (1) the Company’s ability to meet its raw material requirements through its annual menhaden harvest, which is subject to

fluctuations due to natural conditions over which the Company has no control, such as varying fish population, fish oil yields,

adverse weather conditions, oil spill impacts and disease; (2) the impact of worldwide supply and demand relationships on prices 

for the Company’s products;

(4) fluctuations in the Company’s quarterly operating  results due to the seasonality of the Company’s business and its deferral of

inventory sales based on worldwide prices for competing products.  These and other factors are described in further detail in

Omega Protein’s filings with the Securities and Exchange Commission, including its 2009 Annual Report on Form 10K under the

headings, “Management’s Discussion and Analysis of Financial Condition” and “Risk Factors.” Omega Protein cautions you not to

place undue reliance on these forward-looking statements, which speak only as of the date of this presentation, and Omega

Protein undertakes no obligation to update this information.  Omega Protein urges you to carefully review and consider the

disclosures made in this presentation and its filings with the Securities and Exchange  Commission that attempt to advise

interested parties of the risks and factors that may affect its business.  Some of the information presented is derived from third-

party sources and, while the Company believes the data to be reliable, the Company has made no independent investigation of

these third-party sources or attempted to verify the veracity of the third-party data in any way.

(3)

Omega

Protein’s

expectations

regarding

demand

for

OmegaPure

®

proving

to

be

incorrect; and

Omega

Protein

Corporation

(NYSE:OME)

3

•

Founded in 1913

•

Leading producer of omega-3 fish oil,

specialty fish meal, and other nutrition

ingredients

•

Serves the human, animal and plant

nutrition markets

•

Strategically positioned to capitalize on

long-term growth opportunities

•

Vertically integrated, highly efficient

operation

•

Investing in research and development

to expand market position

•

Blue chip customer base

•

Global distribution network

•

Strong balance sheet

OME Historical Timeline

4

Hurricanes impact all 3

Gulf plants

Zapata owns ~58% of OME until Nov 2006

OME pays off

balance of bank loan

OME levers up to

purchase Zapata shares

Omega Protein Business Model

Omega Protein Corporation

Human Nutrition

Ingredients

Animal Nutrition

Ingredients

Plant Nutrition

Ingredients

Nutraceuticals

Functional Foods

Aquaculture Feed

Pet Food

Livestock Feed

Organic

Fruits and Vegetables

5

Vertically Integrated Business

•

Harvest from a sustainable fishery

•

Over 1,000 employees

•

35 fishing vessels and 35 spotter planes

•

Four meal and oil processing plants and

dedicated fish oil refinery

7

Human Nutrition

Nutraceutical  Ingredients

Global Nutrition Industry

Source: Nutrition Business Journal; March 2010

•

Diverse product set of

nutritional ingredients

•

Supply the dietary supplement

and functional food markets

•

Support good health and well-

being (i.e. cardiovascular

health, cognitive function and

anti-aging)

Omega-3 Ingredient Market

Source: Frost & Sullivan

8

End Use Applications of EPA and DHA Oils (Metric Tons)

Global Omega-3 Dietary Supplement Sales

•

The dietary supplement industry

is the largest market segment

for omega-3 ingredients.

•

The omega-3 supplement

industry has grown rapidly for

the past 15 years.

•

Globally, 49,671 metric tons and

$2.8 billion in sales

U.S. Omega-3 Dietary Supplement Sales

Supplements

49,671

Functional

Foods

19,090

Infant/Clinical

4,531

Animal

Feed

5,243

Pharma

1,970

•

Founded in 1984

•

Located in Irvine, California

•

Selling focus: health and well-being

•

Strong customer relationships in the

dietary supplements industry

•

Focused on high-value, higher margin

products

•

2010 sales ~ $12M

•

Provides established distribution network

for omega-3

9

Cyvex Acquisition

Background

Transaction Rationale

•

Increase presence in human nutrition

•

Access to the top supplement

retailers

•

Existing line of non-marine products

•

Combination fits with shifting

customer demand

•

B2B ingredient supplier

10

Animal Nutrition

2009 End Usage of OME Fish Meal

2009 End Usage of OME Fish Oil

Market Segments

•

Aquaculture

•

Companion Animals

•

Swine

•

Dairy

•

Beef

•

Poultry/Layers

Feed Ingredients

•

Fish meal

High-quality protein source with superior

amino acid profile and omega-3

•

Fish oil

Contains 35% omega-3 fatty acids with a

balanced concentration of EPA and DHA

Higher Value

Lower Value

World Supply/Demand Imbalance

Global Fish Meal Production

Global Fish Oil Production

Source:  IFFO, 2010

Average Fish Meal Prices (FOB from Peru )

Average Fish Oil Prices (FOB from Netherlands)

12

Plant Nutrition

Nutritive Products

•

OmegaGrow

Organic fertilizer produces healthier, faster  

growing plants

•

OmegaGrow

Plus

Provides the same benefits as OmegaGrow

®

but with 25% oil to enhance plant health and

fortification

•

Seacide

Currently in process of bio-pesticide registration   

(market ~$594 million)

®

®

®

Strong Customer Relationships

13

Research and Development

•

The OmegaPure Technology and Innovation Center (OPTIC)

for research and development of new and innovative ways to

formulate omega-3 fatty acids and protein.

•

Staff of scientists and food technologists:

•

Partner with food manufacturers to create successful

formulations

•

Oil refinery pilot plant

•

Certified by the American Oil Chemists Society for analysis of

marine oils and AOCS/GOED analysis for EPA and DHA.

Resources

•

Analytical Laboratory

•

Delivery Systems Laboratory

•

Professional Kitchen

•

Bakery

•

Dairy and Beverages Lab

•

Oil Refinery Pilot Plant

14

Research and Development Alliances

Source: OME internal analysis

15

Global Distribution Network

16

17

Growth Strategy

Focus on Nutritional

Products and Applications

Products

Expand

Nutritional

Product Line

Develop

higher margin

applications

Seek obligate

users to

maximize

margins

Stable Growth

Markets

18

Key Initiatives in 2011

•

Continue to drive operational efficiency

•

Expand the number of obligate users

•

Develop higher margin applications

•

Develop or acquire additional product lines

Financials

19

Financial Performance

Gross Margin 2006-2010 (Million U.S. Dollar)

Revenue 2006-2010 (Million U.S. Dollar)

20

EBITDA 2006-2010 (Million U.S. Dollar)

Diluted Earnings Per Share 2006-2010

(Million U.S. Dollar)

Summary

•

Leading producer of omega-3 fish oil, specialty fishmeal, and other

nutrition ingredients

•

Broad product offering targeting multiple end-markets

•

Vertically integrated, highly efficient operation

•

Strategically positioned to capitalize on long-term growth

opportunities

•

Investing in research and development to expand market position

•

Blue chip customer base focused on human, animal and plant

nutrition

•

Global distribution network

•

Strong balance sheet

21