As filed with the Securities and Exchange Commission
on October 21, 1996
Registration No. 33-
=================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
(Exact name of registrant as specified in charter)
DELAWARE 58-1954497
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1940 Northwest 67th Place
Gainesville, Florida 32606-1649
(352) 373-4200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
_____________________
DR. LOUIS F. CENTOFANTI
Chairman of the Board
Perma-Fix Environmental Services, Inc.
1940 Northwest 67th Place
Gainesville, Florida 32606-1649
(352) 373-4200
(Address, including zip code, and telephone number,
including area code, of agent for service)
_____________________
Copy to:
IRWIN H. STEINHORN, ESQUIRE
Conner & Winters
One Leadership Square, Suite 1700
211 North Robinson
Oklahoma City, Oklahoma 73102
(405) 272-5711
<PAGE>
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this Registration Statement
becomes effective.
If the only securities being registered on this form are being
offered pursuant to a dividend or interest reinvestment plans,
please check the following box: / /
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only
in connection with dividend or interest reinvestment plans, check
the following box: /X/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering: / /
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: / /
If delivery of the prospectus is expected to be made pursuant
to Rule 434, check the following box: / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE(1)
Proposed Proposed
Title of Each Maximum Maximum
Class of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Unit Price Fee(1)
_____________ ___________ __________ ___________ ____________
<S> <C> <C> <C> <C>
Common Stock 6,450,000(2) $2.28125(3) $14,714.062 $3,148.20(2)
$.001 par value Shares
Common Stock 1,000,000(4) $2.00(4) $ 2,000,000 $ 606.06(4)
$.001 par value Shares
Common Stock, 1,000,000(5) $3.50(5) $ 3,500,000 $1,206.90(5)
$.001 par value Shares
_______________
<FN>
(1) Estimated in accordance with Rule 457 solely for the purposes of
calculating the registration fee.
(2) Includes, as follows: (i) 3,700,000 shares of Common Stock to be issued
upon conversion of the Company's Series 3 Class C Convertible Preferred
Stock, par value $.001 per share ("Series 3 Preferred Stock") previously
issued to RBB Bank Aktiengesellschaft ("RBB Bank") in connection with a
private placement ("Private Placement"); (ii) 330,000 shares to be issued
by the Company to RBB Bank in payment of accrued dividends on the Series
3 Preferred Stock during the twenty-four (24)-month period from the date
of issuance of the Series 3 Preferred Stock pursuant to the terms of the
Series 3 Preferred Stock, assuming the price of the Common Stock is $2.00
a share at the time of such dividends; (iii) 500,000 shares of Common
Stock to be issued upon the exercise of two (2) warrants, with an
exercise price of $1.50 per share, subject to adjustment under certain
circumstances, one (1) of which was previously issued by the Registrant
to an investment banking firm as partial payment for services rendered
in connection with the Private Placement and pursuant to the terms of
an agreement between the Company and the investment banking firm and
one (1) of which was previously issued by the Registrant to a private
company in connection with services rendered to the Company; (iv)
600,000 shares of Common Stock to be issued upon the exercise of four (4)
warrants, with an exercise price of $1.75 per share, subject to
adjustment under certain circumstances, one (1) of which was previously
issued by the Registrant to an investment banking firm as partial
payment for services rendered in connection with the Private Placement,
one (1) of which was issued to an individual unrelated to the Company
for services rendered to the Company, one (1) of which was issued to
a private company in connection with services rendered to the Company,
and one (1) of which was issued to a director of the Company for services
rendered to the Company; (v) 195,000 shares of Common Stock to be issued
upon the exercise of one (1) warrant, with an exercise price of $0.73 per
share, subject to adjustment under certain circumstances, which was
issued to an investment banking firm as partial payment for services
rendered in connection with a previous offering pursuant to an offshore
transaction with RBB Bank; and (vi) 125,000 shares of Common Stock to be
issued upon the exercise of two (2) warrants, both with an exercise
price of $1.06 per share, subject to adjustment under certain
circumstances, which were issued to a private company for services
rendered to the Company. The fee was computed pursuant to Rule 457(g).
(3) Estimated in accordance with Rule 457 solely for the purposes of
calculating the registration fee. Based on the average of the high and
low prices of $2 and $1-13/16 per share, respectively, determined as
of the close of business on October 15, 1996.
(4) These shares are to be issued upon exercise of one (1) warrant previously
issued to RBB Bank by the Registrant in connection with the Private
Placement. The exercise price of this warrant is $2.00 per share. The
fee was calculated pursuant to Rule 457(g).
(5) These shares are to be issued upon exercise of one (1) warrant previously
issued to RBB Bank by the Registrant in connection with the Private
Placement. The exercise price of this warrant is $3.50 per share. The
fee was computed pursuant to Rule 457(g).
</FN>
</TABLE>
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this registration statement shall
become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
<PAGE>
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
<TABLE>
<CAPTION>
Cross Reference Sheet Pursuant to
Item 501(b) of Regulation S-K
<S> <C> <C>
1. Forepart of the Registration Forepart of Registration State-
Statement and Outside Back ment; Outside Back Cover Page
Cover Pages of Prospectus of Prospectus
2. Inside Front and Outside Available Information; Incorpor-
Back Cover Pages of ation by Reference; Table of
Prospectus Contents
3. Summary Information; Risk Risk Factors
Factors and Ratio of
Earnings to Fixed
Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Not Applicable
Price
6. Dilution Not Applicable
7. Selling Security Holders Summary of Securities Being
Offered; Selling Security
Holders
8. Plan of Distribution Plan of Distribution
9. Description of Securities Summary of Securities Being
to be Registered Offered
10. Interests of Named Experts Legal Opinion; Experts
and Counsel
11. Material Changes Recent Developments
12. Incorporation of Certain Available Information; Incorpor-
Information by Reference ation by Reference
13. Disclosure of Commission Not Applicable
Position on Indemnifica-
tion for Securities Act
Liabilities
</TABLE>
<PAGE>
Subject to Completion: Dated October 21, 1996
PROSPECTUS
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
7,450,000 Shares of Common Stock, par value $.001
This prospectus ("Prospectus") covers 7,450,000 shares of the
common stock, par value $.001 per share ("Common Stock") of Perma-
Fix Environmental Services, Inc., a Delaware corporation (which
together with its subsidiaries is referred to herein as the
"Company") for reoffer or resale from time to time by the Selling
Shareholders. See "Summary Of Securities Being Offered and "Selling
Security Holders." Of such shares of Common Stock, (i) 3,700,000
shares are issuable by the Company upon the conversion of 5,500
shares of Series 3 Class C Convertible Preferred Stock, par value
$.001 per share ("Series 3 Preferred Stock"), issued by the Company
in July, 1996, in connection with a private placement to RBB Bank
Aktiengesellschaft ("RBB Bank"), an Austrian bank (the "Private
Placement"); (ii) 330,000 shares may be issued by the Company to RBB
Bank in payment of dividends accrued on the Series 3 Preferred Stock
during the twenty-four (24) month period from the date of issuance
of the Series 3 Preferred Stock pursuant to the terms of the Series
3 Preferred Stock, assuming the price of the Common Stock is $2.00
per share at the time of such dividends; (iii) 2,000,000 shares of
Common Stock are issuable upon the exercise of two (2) warrants
issued to RBB Bank by the Company in connection with the Private
Placement, 1,000,000 of which are exercisable at $2.00 per share for
a period of five (5) years and 1,000,000 of which are exercisable
at $3.50 per share for a period of five (5) years (collectively, the
"RBB Warrants"); (iv) 295,000 shares of Common Stock are issuable
by the Company upon the exercise of two (2) warrants previously
issued by the Company to J. P. Carey Enterprises, Inc. ("Carey"),
one of which was issued in connection with a previous offshore
transaction made to RBB Bank for 195,000 shares at an exercise price
of $0.73 per share and one of which was issued in connection with
the Private Placement for 100,000 shares at an exercise price of
$1.75 per share; (v) 450,000 shares of Common Stock are issuable by
the Company upon the exercise of a warrant previously issued by the
Company to J W Charles Financial Services, Inc. ("Charles") in
connection with the Private Placement and an agreement entered into
between the Company and Charles, all of which are exercisable at
$1.50 per share; (vi) 175,000 shares of Common Stock are issuable
by the Company upon the exercise of three (3) warrants previously
issued by the Company to Search Group Capital, Inc. ("Search") in
connection with services rendered to the Company, 125,000 of which
are exercisable at $1.06 per share and 50,000 of which are
exercisable at $1.50 per share; (vii) 100,000 shares of Common
Stock are issuable by the Company upon the exercise of a warrant
previously issued by the Company to Marvin S. Rosen ("Rosen") in
connection with services rendered to the Company, all of which are
exercisable at $1.75 per share; (viii) 200,000 shares of Common
Stock are issuable by the Company upon the exercise of a warrant
previously issued by the Company to D.H. Blair Investment Banking
Corporation ("Blair") in connection with investment banking services
rendered to the Company, all of which are exercisable at $1.75 per
share, and; (ix) 200,000 shares of Common Stock are issuable by the
Company upon the exercise of a warrant previously issued by the
Company to Steve Gorlin ("Gorlin"), a director of the Company and
a beneficial owner of more than five percent (5%) of the Company's
outstanding shares of Common Stock as of the date of this
Prospectus, all of which are exercisable at $1.75 per share.
<PAGE>
Although the conversion of all of the Series 3 Preferred Stock
could result in the issuance of up to approximately 7,300,000 shares
of Common Stock of the Company, depending upon the closing bid price
of the Company's Common Stock over the five (5) trading days
immediately preceding the conversion date or dates, or more under
certain limited circumstances, the terms of the Private Placement
require the Company to use reasonable efforts to register only
approximately 3,700,000 shares to be issued upon such conversion,
which 3,700,000 shares would be the approximate number of shares of
Common Stock issued by the Company upon such conversion assuming the
average of the closing bid prices of the Company's Common Stock over
the five (5) trading days immediately preceding the conversion date
or dates equals or exceeds $2.00 per share. See "The Company--
Private Placement" and "Summary of Securities Being Offered."
The Company's Common Stock is traded on the Boston Stock
Exchange ("BSE") and the National Association of Securities Dealers
Automated Quotation System Small Cap Market ("NASDAQ") under the
symbol "PES" on the BSE and "PESI" on the NASDAQ, and the shares of
Common Stock to be offered for sale by the Selling Shareholders
pursuant to this Prospectus may be offered for sale on the BSE and
the NASDAQ or in privately negotiated transactions. On October 15,
1996, the closing bid price of the Company's Common Stock on the
NASDAQ was $1.9375 per share.
The Company will receive no part of the proceeds of any sale
of Common Stock by the Selling Shareholders. The Company will
receive the exercise price upon the exercise of the various warrants
described above, resulting in the acquisition by the Selling
Shareholders of a certain amount of the Common Stock covered by this
Prospectus, which Common Stock the Selling Shareholders may reoffer
or resell from time to time under this Prospectus. See "Use of
Proceeds."
The Company has agreed to pay all of the costs and fees
relating to the registration of the shares of Common Stock covered
by this Prospectus, except the Company will not pay any discounts,
concessions or commissions payable to underwriters, dealers or
agents incident to the offering of the shares of Common Stock
covered by this Prospectus or fees and expenses incurred by counsel
for the Selling Shareholders.
The mailing address, including zip code, and the telephone
number of the principal executive office of the Company is: 1940
Northwest 67th Place, Gainesville, Florida 32606-1649, and the
telephone number is (352) 373-4200.
INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN
FACTORS THAT PROSPECTIVE INVESTORS SHOULD CONSIDER PRIOR
TO AN INVESTMENT IN THESE SECURITIES.
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
__________________________
The date of this Prospectus is October ____, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and,
in accordance therewith, files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and
other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D. C. 20549,
as well as at its Regional Offices located at 7 World Trade Center,
Suite 1300, New York, New York 10048, and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can
be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Such materials can also be accessed through the World Wide Web site
of the Commission, which contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission (http://www.sec.gov). The Company's
Common Stock is listed on the (i) BSE, and reports, proxy statements
and other information concerning the Company may also be inspected at
the offices of the BSE at One Boston Place, Boston, Massachusetts 02108,
and (ii) with NASDAQ, and reports, proxy statements and other information
concerning the Company may also be inspected at the NASDAQ offices at
1735 K Street, N.W., Washington, D. C. 20006-1506.
The Company has filed a registration statement on Form S-3
(together with any amendments thereto, the "Registration Statement")
under the Act, with respect to the Common Stock. This Prospectus,
which constitutes a part of the Registration Statement, omits
certain information contained in the Registration Statement and
reference is made to the Registration Statement and the exhibits and
schedules thereto for further information with respect to the
Company and the securities offered hereby. For further information
with respect to the Company and the securities offered hereby,
reference is made to the Registration Statement and Exhibits
thereto, copies of which may be obtained at prescribed rates upon
request to the Commission in Washington, D. C. Any statements
contained herein concerning the provisions of any documents are not
necessarily complete, and, in each instance, such statements are
qualified in their entirety by reference to such document filed as
an Exhibit to the Registration Statement or otherwise filed with the
Commission.
INCORPORATION BY REFERENCE
The following documents, which have been filed by the Company
with the Commission under the Act, and the Exchange Act, are
incorporated by reference in this Prospectus:
(1) Annual Report on Form 10-K for the year ended
December 31, 1995;
(2) Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;
(3) Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996;
(4) Current Report on Form 8-K dated February 9, 1996;
(5) Current Report on Form 8-K dated February 22, 1996.
<PAGE>
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering
described herein shall be deemed to be incorporated by reference
into this Prospectus from the respective dates those documents are
filed. If any statement in this Prospectus or any document
incorporated by reference in this Prospectus is modified or
superseded by a statement in this Prospectus, the earlier statement
will be deemed, for the purposes of this Prospectus to have been
modified or superseded by the subsequent statement, and the earlier
statement is incorporated by reference only as modified or to the
extent it is not superseded.
The Company will provide, without charge, to each person to
whom this Prospectus is delivered, upon written or oral request of
such person, a copy of any or all of the documents which have been
or may be incorporated by reference in this Prospectus (other than
certain exhibits to those documents). Requests should be directed
to Richard T. Kelecy, Chief Financial Officer, Perma-Fix
Environmental Services, Inc., 1940 Northwest 67th Place, Suite A,
Gainesville, Florida 32653 (telephone (352) 373-4200).
RISK FACTORS
Prospective purchasers of the Common Stock offered pursuant to
this Prospectus should carefully consider the factors set forth
below, as well as the other information contained in this Prospectus
and incorporated herein by reference, in evaluating an investment
in the Securities.
Accumulated Deficits; Net Losses; Future Losses:
The Company's historical consolidated balance sheet at December 31,
1995, reflected an accumulated deficit of approximately $13,885,000, and
the Company's consolidated statement of operations for the year ended
December 31, 1995, reflected a net loss of approximately $9,052,000,
or a net loss of approximately $1.15 per share. For the six (6) month
period ended June 30, 1996, the Company had an unaudited consolidated
net loss of approximately $410,000 on unaudited consolidated revenues
of approximately $15,750,000, as compared to an unaudited consolidated
net loss of approximately $2,074,000 on unaudited consolidated revenues
of approximately $18,004,000 for the six (6) months ended June 30,
1995. As of June 30, 1996, the Company's unaudited accumulated
deficit was approximately $14,295,000. The Company did report an
unaudited consolidated net income for the quarter ended June 30,
1996 of $182,000, or net income of approximately $.02 per share, on
unaudited consolidated revenues of approximately $8,178,000, as
compared to an unaudited net loss of $1,697,000 or net loss of
approximately $.25 per share, on unaudited consolidated revenues of
$9,381,000 for the quarter ended June 30, 1995. The Company was formed
in 1990 and began operations in 1991. The second quarter of 1996 was the
first quarter for which the Company reported a net income since the
third quarter of 1994, which net income was due, in part, to steps
taken by the Company to improve operations and reduce costs during
the later part of 1995 and the first half of 1996. See "The
Company--Business Strategy." The unaudited net income for the
second quarter of 1996 may not be indicative of the results for the
balance of 1996, and, based on past results reported by the Company,
there is no assurance that the Company will report a net profit in
the future. If the Company is unable to continue to improve its
operations and to sustain profitability in the foreseeable future,
such would have a material adverse effect on the Company and the
Company's liquidity position and may result in the Company's
inability to operate as a going concern. This is a forward looking
statement and is subject to certain factors that could cause actual
results to differ materially from those in the forward-looking
statement, including, but not limited to, whether the Company is
able to raise additional liquidity in the form of equity or debt if
the Company is not able to maintain profitability.
<PAGE>
Governmental Regulation:
The Company's business is subject to extensive, evolving and
increasingly stringent federal, state and local environmental laws
and regulations. Such federal, state and local environmental laws
and regulations govern the Company's activities regarding the
treatment, storage, recycling, disposal and transportation of
hazardous and non-hazardous waste and low level radioactive waste
and require the Company to obtain and maintain permits, licenses
and/or approvals in order to conduct its activities regarding
hazardous and non-hazardous waste and low level radioactive waste.
Failure to obtain and maintain such permits, licenses and/or
approvals would have a material adverse effect on the Company, its
operations and financial condition. Moreover, as the Company
expands its operations it may be required to obtain additional
permits, licenses and/or approvals, and there can be no assurance
that the Company will be able to do so.
Because the field of environmental protection is rapidly
developing, the Company cannot predict the extent to which its
operations may be affected by future enforcement policies as applied
to existing laws or by changes to current environmental laws and
regulations or enactment of new environmental laws and regulations.
Moreover, any predictions regarding possible liability are further
complicated by the fact that under current environmental laws the
Company could be jointly and severally liable for certain activities
of third parties over whom the Company has little or no control.
See "--Potential Environmental Liability." The nature of the
Company's business is such that certain levels of capital
expenditures are materially necessary to maintain compliance with
federal, state or local permit standards. See "The Company--Certain
Environmental Expenditures." Although the Company believes that it
is currently in substantial compliance with applicable environmental
laws and regulations, the Company could be subject to fines,
penalties or other liabilities that could have a material adverse
effect as a result of existing or subsequently enacted laws and
regulations. See "The Company--Certain Environmental Expenditures."
The Company's lack of liquidity prior to the Private Placement
had a negative impact on the Company's ability to operate its
business and on the Company's ability to remain in compliance with
various federal, state and local environmental regulations.
Violation of such federal, state and local regulations could result
in the loss of one or more of the Company's permits or subject the
Company to substantial fines, penalties or other liabilities that
could have a material adverse impact on the Company's business.
Potential Environmental Liability:
The Company's business involves rendering services in
connection with management of waste, including hazardous waste and
low level radioactive waste, and the nature of this business is such
that the Company cannot avoid exposure to significant risk of
liability for damages. Such liability could involve, for example:
claims for clean-up costs, personal injury or damage to the
environment in cases in which the Company is held responsible for
the release of hazardous or radioactive materials; claims of
employees, customers or third parties for personal injury or
property damage occurring in the course of the Company's operations;
and claims alleging negligence or professional errors or omissions
in the planning or performance of its services or in the providing
of its products. In addition, the Company could be deemed a
responsible party for the cost of clean-up of any property which may
be contaminated by hazardous substances generated by the Company or
transported by the Company to a site selected by the Company,
including properties owned or leased by the Company. The Company
could also be subject to fines and civil penalties in connection
with violations of regulatory requirements.
Various federal, state and local laws and regulations have been
enacted regarding the handling and management of waste and creating
liability for environmental contamination caused by it. The Company
is likely to be subject to extensive compliance review by federal,
state and local environmental regulatory authorities. The Company
has implemented or will implement procedures at each of its
facilities designed to help assure compliance with applicable
environmental laws and regulations. This is a forward looking
<PAGE>
statement, and is subject to certain factors which could cause the
actual implementation of procedures to be performed inadequately or
not incompliance with applicable environmental laws and regulations,
if at all. Such factors include, but are not limited to, the
inability of the Company to internally finance implementation of
environmental procedures due to net losses, a lack of liquidity or
the potentially high cost of such implementation, an inability to
secure external financing for such implementation, the inability of
the Company to retain or maintain appropriate personnel to implement
environmental procedures, or the modification or revision of
environmental laws and regulations such that the Company is not
reasonably able to implement procedures which would comply with such
laws and regulations. Noncompliance with environmental laws and
regulations, including failure to implement required procedures
regarding such laws and regulations, could result in civil or
criminal enforcement actions or private actions, mandatory cleanup
requirements, revocation of required permits or licenses, denial of
applications for future permits, or significant fines, penalties or
damages, any of which could have a material adverse effect on the
Company, its operations and financial condition.
In connection with the Company's waste management services, the
Company may, from time to time, generate both hazardous and non-
hazardous waste which it transports to other facilities for
destruction or disposal. The Company also acts as a broker for
customers in connection with the transportation, treatment and/or
disposal of hazardous and non-hazardous waste. As a generator or
broker of hazardous substances delivered to a disposal facility, the
Company potentially could be a responsible party (as defined under
applicable laws) notwithstanding any absence of fault on the part
of the Company. If the Company were deemed a responsible party, it
could be subject to substantial clean-up costs, fines and penalties.
Specifically, liability under the Comprehensive Environmental
Response Compensation and Liability Act of 1980 ("CERCLA"), which
authorizes the United States Environmental Protection Agency ("EPA")
or a private party to require companies to remediate contaminated
or polluted sites, is joint and several. Therefore, under CERCLA,
the Company could be held responsible for all clean-up costs at a
site as to which it was deemed a responsible party regardless of its
proportionate responsibility for the site pollution. While the
Company believes that, as a practical matter, the EPA and the courts
attempt to allocate clean-up costs among the various potentially
responsible parties for a site, no assurance can be made that such
allocation would occur should the Company be deemed a responsible
party for a clean-up site. If the Company were deemed a responsible
party regarding one or more sites, it could have a material adverse
effect on the Company's operations and financial condition.
Further, the Company will be liable to remediate sites on which it
operates its hazardous waste treatment, storage and disposal
facilities under the Resource Conservation and Recovery Act of 1976,
as amended ("RCRA"), if such sites become contaminated. The Company
is, as of the date of this Prospectus, remediating one (1) site on
which it operates such a RCRA permitted treatment and storage
facility that became contaminated prior to being acquired by the
Company in 1993, and one (1) site that was leased by a company
acquired by the Company in 1994. It is possible that remediation
of these sites under RCRA could have a material adverse effect on
the Company. See "The Company--Certain Environmental Expenditures"
for a discussion of the Company's remediation of these sites.
Potential Increase in Litigation:
The Company's operations are regulated by numerous laws
regarding procedures for waste treatment, storage, recycling,
transportation and disposal activities. The waste treatment
industry has, in recent years, experienced a significant increase
in so-called "toxic-tort" litigation as those injured by
contamination seek to recover for personal injuries or property
damage. The Company believes that as the Company's operations and
activities expand, the potential for litigation alleging that the
Company is responsible for contamination or pollution caused by its
normal operations, negligence or other misconduct or for accidents
which occur in the course of the Company's business activities will
similarly increase. Such litigation, if significant and not
adequately insured against, could have a material adverse effect
upon the Company's operations and financial condition. In addition,
involvement in protracted litigation would likely result in
expenditure of significant amounts of the Company's time, effort and
money, and could prevent the management of the Company from focusing
on the operation and expansion of the Company and thereby result in
<PAGE>
a material adverse effect upon the Company. See "-- Potential
Environmental Liability" and "The Company--Recent Developments."
Insurance:
The business of the Company exposes it to various risks,
including claims for causing damage to property, injuries to persons
or alleging negligence, or professional errors or omissions in the
performance of its services, which claims could be substantial. The
Company currently has in place general liability insurance coverage
of $1 million per occurrence, with $2 million in the aggregate plus
an additional $6 million excess umbrella coverage. In addition, the
Company carries contractors' operations and professional liability
coverage of $1 million per occurrence and $2 million in the
aggregate subject to a $50,000 deductible. The Company is required
by EPA regulations to carry environmental impairment liability
insurance providing coverage for damages on a "claims made" basis
in amounts of at least $1 million per occurrence and $2 million per
year in the aggregate. To meet the requirements of customers, the
Company has doubled these coverage amounts to $2 million per
occurrence and $4 million per year in the aggregate. In addition,
the deep well operated by Perma-Fix Treatment Services, Inc.
("PFTS"), a wholly-owned subsidiary of the Company located in Tulsa,
Oklahoma, carries environmental impairment liability insurance of
$4 million per occurrence and $8 million per year in the aggregate.
The cost of the Company's insurance is substantial and is expected
to increase. Although the Company believes that its insurance
coverage is presently adequate and similar to or greater than the
coverage maintained by other companies of its size in the industry,
there can be no assurance that liabilities which may be incurred by
the Company will be covered by its insurance or that the dollar
amount of such liabilities which are covered will not exceed the
Company's policy limits. Furthermore, there can be no assurance
that the Company will be able to obtain adequate or required
insurance coverage in the future or, if obtainable, that such
insurance be available at affordable rates. If the Company cannot
obtain or maintain such coverage, it would be a violation of its
permit conditions and other requirements of the environmental law,
rules and regulations under which the Company operates and the
Company would be unable to continue certain of its operations. If
such events occur, such would have a resulting material adverse
effect on the Company's operations and financial condition.
Reliance on Key Employees; Attraction and Retention of Qualified
Professionals:
The Company is substantially dependent upon the services of Dr.
Louis F. Centofanti, its Chairman, President and Chief Executive
Officer. The loss of Dr. Centofanti could have a material adverse
effect on the Company, its operations and financial condition. The
Company's future success depends on its ability to retain and expand
its staff of qualified personnel, including environmental
specialists and technicians, sales personnel and engineers. There
can be no assurance that the Company will be successful in its
efforts to attract and retain such personnel as their availability
is limited due to the rapid increase in the demand for hazardous
waste management services and the highly competitive nature of the
hazardous waste management industry.
Dependence on Environmental Regulation and Future Legislation:
Demand for the Company's services is substantially dependent
upon the public's concern with, and the continuation and
proliferation of the laws and regulations governing, the treatment,
storage, recycling and disposal of hazardous, non-hazardous and low
level radioactive waste. A decrease in the level of such concern,
the repeal or modification of such laws, or any significant
relaxation of related regulations or their requirements relating to
the treatment, storage, recycling and disposal of hazardous waste
and low level radioactive waste would significantly reduce the
demand for the services offered by the Company and could have a
material adverse effect on the Company, its operations and financial
condition.
<PAGE>
Competition:
The Company competes with numerous companies which are able to
provide one or more of the environmental services offered by the
Company and many of which may have greater financial, human and
other resources than the Company. The increased competition in the
waste management industry has resulted in reduced gross margin
levels, which are likely to become further reduced due to several
factors: (i) as the industry continues to mature, more companies
will enter the market; (ii) the current and future competitors of
the Company will most likely expand the range of services which they
offer; (iii) the current efforts of companies and governmental
authorities to encourage waste minimization; and (iv) as the Company
and its competitors move into new geographic markets, there will be
fewer unserved markets available for Company expansion. The
increased competition and reduced gross margin levels could have a
material adverse effect on the business and financial condition of
the Company. See "The Company--Competitive Conditions."
Voting Control; Ability to Direct Management:
Prior to the conversion of the Series 3 Preferred Stock or the
exercise of any outstanding warrants and options, approximately
eleven percent (11%) of the outstanding shares of Common Stock is
held by the Company's management, officers and directors. In
addition, such persons have options or similar other rights to
acquire approximately four percent (4%) of additional shares of the
Company's Common Stock. Assuming the options and warrants held by
the Company's management, officers and directors which are
exercisable within sixty (60) days of the date hereof have been
exercised and the Series 3 Preferred Stock held by RBB Bank is not
converted and no other outstanding options or warrants are
exercised, the Company's management, officers and directors could
beneficially own, as a group, approximately fifteen percent (15%)
of the outstanding shares of Common Stock.
Currently, prior to RBB Bank's conversion of the outstanding
Series 3 Preferred Stock and the exercise of the RBB Warrants, RBB
Bank holds 830,728 shares of Common Stock, or approximately nine
percent (9%) of the outstanding shares of Common Stock as of the
date of this Prospectus. RBB Bank holds the RBB Warrants to
purchase up to 2,000,000 additional shares of Common Stock and has
the right to convert its Series 3 Preferred Stock into a number of
shares of Common Stock of the Company ranging, generally, from
approximately 3,700,000 to approximately 7,300,000 shares of Common
Stock, which number could increase under certain limited
circumstances. The conversion price is based on the product of the
average of the closing bid quotations for the five (5) trading days
immediately preceding the conversion date multiplied by seventy-five
percent (75%), with the conversion price to be a minimum of $0.75
per share and a maximum of $1.50 per share. The minimum conversion
price is reduced by $0.25 per share each time, if any, after July 1,
1996, the Company sustains a net loss, on a consolidated basis,
in each of two (2) consecutive quarters. See "The Company--Private
Placement" and "Summary of Securities Being Offered." If RBB Bank
were to acquire approximately 3,700,000 shares of Common Stock upon
conversion of the Series 3 Preferred Stock and exercised all of
the RBB Warrants, RBB Bank would own approximately 6,860,728 shares
of Common Stock, or approximately forty-two percent (42%) of the
outstanding shares of Common Stock of the Company, assuming no other
shares of Common Stock are issued by the Company, no other warrants
or options are exercised, the Company does not acquire additional shares
of Common Stock as treasury stock, and RBB Bank does not dispose of any
such shares. If RBB Bank were to acquire 7,300,000 shares of Common Stock
upon conversion of the Series 3 Preferred Stock and exercised all of the
RBB Warrants, RBB Bank would own approximately 10,460,728 shares of Common
Stock, or approximately fifty-three percent (53%) of the outstanding shares
of Common Stock of the Company, assuming no other shares of Common Stock are
issued by the Company, no other warrants or options are exercised, the
Company does not acquire additional shares of Common Stock as treasury stock,
and RBB Bank does not dispose of any such shares. In such case, RBB Bank
would be the largest single stockholder of the Company and the Company could
<PAGE>
have insufficient remedies to avoid an actual change in control of the
Company, should RBB Bank seek such a change in control. See "The Company--
Private Placement."
Additionally, under the Loan and Security Agreement ("Heller
Agreement") between the Company and Heller Financial, Inc.
("Heller"), the ownership of more than fifty percent (50%) of a
class of voting securities of the Company entitled to elect the
Board of Directors by any one party or a group acting in concert is
a "change of control" and is an "event of default" under the Heller
Agreement. Upon such an "event of default," Heller has the right
to declare a default and immediately accelerate the debt incurred
pursuant to such agreement as well as exercise other remedies
described in the Heller Agreement. If the number of shares of
Common Stock owned by RBB Bank or hereafter acquired by RBB Bank as
a result of conversion of the Series 3 Preferred Stock or exercise
of the RBB Warrants results in RBB Bank acquiring over fifty percent
(50%) of Common Stock of the Company, such could be an "event of
default" under the Heller Agreement. If the debt which the Company
has incurred pursuant to the Heller Agreement were accelerated, the
Company may not be able to repay such debt on an accelerated basis
or replace such debt with alternative financing. Although Heller has
consented to the issuance by the Company of the shares of Common
Stock to RBB Bank upon conversion of the Series 3 Preferred Stock
and exercise of the RBB Warrants, Heller has not specifically
consented to the ownership by RBB Bank of more than fifty percent
(50%) of the Company's Common Stock. See "--Potential Adverse
Effect to Company and Possible Adverse Impact on Earnings Per Share
Upon Exercise of Outstanding Warrants and Options; --Barriers to
Takeover."
Potential Adverse Effect to Company and Possible Adverse Impact on
Earnings Per Share Upon Exercise of Outstanding Warrants and
Options:
The Company has outstanding warrants, other than the RBB
Warrants, to purchase up to approximately 6,512,060 shares of Common
Stock, options to purchase up to approximately 1,118,838 shares of
Common Stock and will be obligated to issue to RBB Bank, up to
approximately an additional 3,700,000 to 7,300,000 shares of Common
Stock (depending upon the price of the Common Stock at the time of
conversion) upon conversion of the Series 3 Preferred Stock, which
amount could exceed 7,300,000 under certain limited conditions, and
2,000,000 shares of Common Stock upon exercise of the RBB Warrants.
The issuance of Common Stock pursuant to such warrants, options, or
conversion of the Series 3 Preferred Stock, could adversely affect
the ability of the Company to, and the terms on which it can, raise
additional equity capital. In addition, if all or a substantial
portion of the warrants and options are exercised and such
additional shares of Common Stock are issued to RBB Bank, such would
have a substantial adverse impact on an existing stockholder's ownership
percentage of the outstanding shares of Common Stock and could result in
a "change of control" regarding the Company. Also, in the event the
Company generates net income, there could be a substantial adverse
impact on earnings per share if such additional shares are issued or to
the extent the options and warrants are required to be included in the
weighted average shares outstanding calculation. See "--Voting Control;
Ability to Direct Management; --Financial Covenant Violations in Recent
Quarters."
No Dividends Paid:
Since its inception, the Company has not paid any cash
dividends on its Common Stock. The Company intends to retain future
earnings, if any, to provide funds for the operation and/or
expansion of its business and, accordingly, does not anticipate
paying any cash dividends on its Common Stock in the reasonably
foreseeable future. Additionally, pursuant to the Heller Agreement,
no dividends may be paid on the Common Stock without Heller's
approval.
<PAGE>
Barriers to Takeover:
The Company is a Delaware corporation and is governed, in part,
by the provisions of Section 203 of the General Corporation Law of
Delaware, an anti-takeover law enacted in 1988. In general, the law
prohibits a Delaware public corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became
an interested stockholder, unless it is approved in a prescribed
manner. As a result of Section 203, potential acquirers of the
Company may be discouraged from attempting to effect acquisition
transactions with the Company, thereby possibly depriving holders
of the Company's securities of certain opportunities to sell or
otherwise dispose of such securities at above-market prices pursuant
to such transactions. Further, the Company's Performance Equity
Plan, Outside Directors Stock Option Plan and Nonqualified Stock
Option Plan provide for the immediate acceleration of, and removal
of restrictions from, options and other awards under the Plan upon
a "change of control" (as defined). Such provisions may also have
the result of discouraging acquisitions of the Company. See "--
Voting Control; Ability to Direct Management."
RBB Bank holds the RBB Warrants, which entitle RBB Bank to
purchase up to 2,000,000 additional shares of Common Stock. In
addition, RBB Bank has the right to convert its Series 3 Preferred
Stock into a number of shares of Common Stock of the Company
ranging from approximately 3,700,000 to approximately 7,300,000,
or potentially more under certain limited circumstances. See "The
Company--Private Placement" and "Summary of Securities Being Offered."
If RBB Bank were to acquire approximately 7,300,000 shares of Common
Stock upon conversion of the Series 3 Preferred Stock and it exercised
all of the RBB Warrants, RBB Bank would own approximately 10,460,728
shares of Common Stock, or approximately fifty-three percent (53%) of
the outstanding shares of Common Stock of the Company, assuming no other
shares of Common Stock are issued by the Company and no other warrants or
options are exercised. In such event, RBB Bank would be the largest
single stockholder of the Company and could have such a significant number
of shares of Common Stock within its control that the Company would
have insufficient remedies to avoid an actual change in control of
the Company in favor of RBB Bank. If RBB Bank obtains ownership of
a high percentage of Common Stock of the Company, it could prevent
or discourage other persons from attempting to acquire the Company
even if RBB Bank does not obtain control of the Company. See "--
Voting Control; Ability to Direct Management."
Need to Authorize Additional Common Stock:
In the event all of the Series 3 Preferred Stock is converted
into the maximum number of shares of Common Stock possible
(approximately 7,300,000 shares, assuming that the minimum
conversion price is not adjusted, see, "The Company--Private
Placement") and all of the warrants granted by the Company that are
outstanding as of the date of this Prospectus are exercised, and
such conversion and exercise occurs prior to the amendment of the
certificate of incorporation of the Company ("Certificate of
Incorporation"), such would require the issuance of more shares of
Common Stock than are currently authorized and unissued under the
Certificate of Incorporation and shares of Common Stock held by the
Company as treasury shares. Therefore, and for other reasons, the
Company intends to request that the stockholders of the Company
approve, at the next annual meeting of the Company currently
scheduled for December 3, 1996, the amendment of the Certificate of
Incorporation to authorize an additional number of shares of Common
Stock so that the Company will have sufficient shares of Common
Stock available for issuance upon conversion of the Series 3
Preferred Stock and exercise of all warrants and options previously
granted by the Company. If the stockholders of the Company do not
approve an amendment to the Certificate of Incorporation authorizing
additional shares of Common Stock, the Company would be able to
fulfill some, but not all, of its obligations to issue shares of
Common Stock if all of the Series 3 Preferred Stock is converted and
all warrants and options granted by the Company and outstanding as
of the date of this Prospectus are exercised. The Company's
inability to fulfill such obligations could result in actions being
<PAGE>
taken against the Company, including, but not limited to, the filing
of lawsuits against the Company, which actions could have a material
adverse effect on the Company.
THE COMPANY
Company Overview
Perma-Fix Environmental Services, Inc., organized in 1990, is
a Delaware corporation engaged, through its subsidiaries, in the (i)
treatment, storage, recycling, blending and disposal of hazardous
and non-hazardous industrial and commercial wastes, and the storage,
treatment and disposal of certain low-level radioactive waste; and
(ii) consulting engineering services to industry and government for
broad-scope environmental problems. In recent years, the Company
has grown through acquisitions and internal development. The
Company's executive offices are located at 1940 N.W. 67th Place,
Gainesville, Florida 32653.
Principal Products and Services
The Company is in the following two (2) lines of business: (i)
waste management, including off-site and on-site services for the
treatment, storage, recycling, blending and disposal of hazardous
and non-hazardous wastes and certain low-level radioactive waste;
and (ii) environmental engineering and consulting services
specializing in waste management, regulatory compliance,
environmental permitting, field testing and characterization. The
Company presently services industrial and commercial companies
primarily located in the Southeast, Midwest and Southwest.
Distribution channels for services are primarily direct sales to
customers by the Company's sales force or via intermediaries.
Business Strategy
During 1995, the Company initiated a major restructuring
program that included: (i) the closure of several poorly-performing
"service centers," which service centers provide on-site waste
treatment services to convert certain types of characteristic
hazardous wastes into non-hazardous waste by removing those
characteristics which categorize such waste as "hazardous" and which
treat non-hazardous waste as an alternative to off-site waste
treatment and disposal methods; (ii) the consolidation of certain
facilities and related personnel into regional profit centers; and
(iii) a reduced cost structure throughout the Company. In
conjunction with this restructuring program, the Company recorded
during 1995 nonrecurring charges of approximately $987,000 and the
write down of the intangible permit of approximately $4,712,000, as
related to the acquisition of Perma-Fix of Memphis, Inc. ("PFM"),
located in Memphis, Tennessee, in December 1993. In addition to the
above, the Company has made various management and personnel
changes, including the resignation of its president during the first
quarter of 1996, and significant reduction in its corporate
overhead. The Company is also implementing a program to upgrade
several of these facilities to reduce the cost of waste processing
and handling, expand the range of wastes that can be accepted for
treatment and blending, and to maintain RCRA permit compliance. See
" -- Certain Environmental Expenditures."
Permits and Licenses
The Company's business is subject to extensive evolving and
increasingly stringent federal, state and local environmental laws
and regulations. Such federal, state and local environmental laws
and regulations govern the Company's activities regarding the
treatment, storage, recycling, blending, disposal and transportation
<PAGE>
of hazardous, non-hazardous and low level radioactive waste and
require the Company to obtain and maintain permits, licenses and/or
approvals in order to conduct their hazardous, non-hazardous and low
level radioactive waste activities. Failure to obtain and maintain
such permits or approvals would have a material adverse effect on
the Company, its operations and financial condition. Moreover, as
the Company expands its operations it may be required to obtain
additional approvals or permits, and there can be no assurance that
the Company will be able to do so.
PFTS provides transportation, treatment, storage and disposal
of liquid hazardous and non-hazardous wastes, stabilization of
liquid and solid drum residues and deep well injection services to
manufacturing companies in the region. Prior to disposal, all
hazardous liquids are processed in a manner designed to destroy or
eliminate the hazardous characteristics of the liquids, except those
hazardous wastes for which no treatment has been prescribed by the
EPA. These liquids, along with non-hazardous liquids, can be
injected into the deep well that has been specifically designed and
constructed for this purpose. PFTS has a final RCRA permit to store
and treat hazardous waste at its facility and operate its hazardous
waste deepwell under interim status. PFTS has proposed that its
deep injection well be converted to a non-hazardous waste injection
well, and, if this proposal is approved and a non-hazardous waste
Underground Injection Control ("UIC") permit is issued to the
facility, PFTS will no longer be able to inject into the deep well
hazardous liquids for which no treatment standards have been
prescribed by the EPA, which the Company does not believe will have
a material adverse effect on the Company.
PFM is a permitted facility that provides transportation,
storage and treatment services to hazardous and non-hazardous waste
generators throughout the United States. PFM operates a hazardous
waste storage facility that primarily blends and processes hazardous
and non-hazardous waste liquids, solids and sludges into substitute
fuel or as a raw material substitute in cement kilns that have been
specially permitted for the processing of hazardous and non-
hazardous wastes as fuels. PFM operates under a final RCRA permit
relating to its hazardous waste drum storage activities and interim
status RCRA permits to store in tanks the hazardous waste which PFM
blends and processes into substitute fuels.
Perma-Fix of Florida, Inc. ("PFF"), located in Gainesville,
Florida, handles hazardous waste and treatment of waste liquid
scintillation vials ("LSV"), a mixed low-level radioactive/hazardous
(flammable) waste, used primarily by the medical research and
treatment industry. PFF operates under a final RCRA permit and a
low level radioactive permit issued by the appropriate authorities
of the State of Florida. PFF's low-level radioactive license was
issued on August 18, 1995, which was amended on March 13, 1996 for
expanded low level radioactive waste management activities.
Perma-Fix of Dayton, Inc. ("PFD"), located in Dayton, Ohio,
operates a permitted hazardous waste treatment and storage facility
to collect and treat oily waste waters and used oil from both small
and large quantity generators and provides hazardous waste treatment
services for collecting and processing organic solvents, sludges,
and solids for use as secondary fuels in cement kilns. PFD operates
under a RCRA Part B permit which was granted January 3, 1996.
The Company also believes that its treatment, storage and
disposal ("TSD") facilities presently have obtained all approvals,
licenses and permits necessary to enable it to conduct its business
as it is presently conducted. The failure of the Company's TSD
facilities to renew any of their present approvals, licenses and
permits, or the termination of any such approvals, licenses or
permits, could have a material adverse effect on the Company, its
operations and financial condition.
<PAGE>
The Company also provides on-site waste treatment services
through its subsidiary, Perma-Fix, Inc. ("PFI"), which provides
waste treatment services at the site of the waste generator to
convert certain types of characteristic hazardous wastes into non-
hazardous waste and treat non-hazardous waste as an alternative to
off-site waste treatment and disposal methods. The Company believes
that such on-site waste treatment services do not require federal
<PAGE>
environmental permits provided certain conditions are met, and PFI
has received written verification from each state in which it is
presently operating that no such permit is required provided certain
conditions are met. There can be no assurance that states in which
PFI presently does business or the federal government will not
change policies or regulations requiring PFI to obtain permits to
carry on its on-site activities.
Competitive Conditions
The Company competes with numerous companies which are able to
provide one or more of the environmental services offered by the
Company and many of which may have greater financial, human and
other resources than the Company. The increased competition in the
waste management industry has resulted in reduced gross margin
levels which are likely to become further reduced due to several
factors: (i) as the industry continues to mature more companies will
enter the market; (ii) the current and future competitors of the
Company will most likely expand the range of services which they
offer; (iii) the waste minimization policies being advocated or
instituted by the federal or state governmental authorities and
private industry, and (iv) as the Company and its competitors move
into new geographic markets, there will be fewer underserved markets
available for Company expansion. The increased competition and
reduced gross margin levels could have a material adverse effect on
the business and financial condition of the Company. See "Risk
Factors -- Competition."
The Company believes that it is a significant participant in
the delivery of off-site waste treatment services in the Southeast,
Midwest and Southwest. The Company competes with TSD facilities
operated by national, regional and independent environmental
services firms located within a several hundred mile radius of the
Company's facilities.
The Company's competitors for remediation services include
national and regional environmental services firms that may have
larger environmental remediation staffs and greater resources than
the Company. The Company recognizes its lack of technical and
financial resources necessary to compete for larger remediation
contracts and therefore, presently concentrates on remediation
services projects within its existing customer base or projects in
its service area which are too small for companies without a
presence in the market to perform competitively.
Environmental engineering and consulting services provided by
the Company through its engineering companies involve competition
with larger engineering and consulting firms. The Company believes
that it is able to compete with these firms based on its established
reputation in its market areas and its expertise in several specific
elements of environmental engineering and consulting such as cement
kiln waste recycling programs.
The Company believes that the barriers of entry for companies
seeking to compete with the Company in the waste management industry
are dependent upon the specific service to be offered. Consequently,
the Company believes that its operations which provide certain services
are more likely to encounter increased competition in the future. The
Company believes that there are no formidable barriers to entry into the
on-site treatment business within which the Company operates. Similarly,
certain of the Company's non-hazardous waste operations engage in
businesses which do not present any formidable barriers of entry. The
Company, however, believes that the permitting requirements, and the cost
to obtain such permits, may be barriers of entry into the business of
providing hazardous and low-level radioactive waste storage, treatment and
disposal facilities as presently operated by the Company. The Company
believes that its business of providing low level radioactive and hazardous
waste recycling of scintillation vials, which requires both a radioactive
permit and a hazardous waste permit, has a substantial barrier to entry due
to its dual permitting requirements. Currently, there is only one other
facility in the United States that provides low level radioactive and
hazardous waste recycling of scintillation vials. If, however, the permit
requirements for hazardous waste storage, treatment and disposal activities
and/or the handling of low level radioactive materials were eliminated or
if such permits became easier to obtain, the Company believes that more
<PAGE>
companies would enter these markets and provide greater competition to the
Company, which could have a material adverse effect on the Company, its
operations and financial condition.
The Company believes that, to date, competition has been based
primarily on the quality and timeliness of service. The Company
believes, however, that as the industry matures, price will become
an increasingly important competitive factor. As a result, the
revenues generated from, and the profitability of, certain of the
Company's services may be reduced as price competition intensifies,
and such reduction could have a material adverse effect on the
business and financial condition of the Company. Many of the
Company's competitors are larger and more established, with greater
marketing, financial, human and other resources than the Company
and, as a result, may provide significant long-term competition.
The Company also expects competition to intensify as technological
and other advances are made in the waste treatment fields and as
public awareness of the hazardous waste disposal problem increases.
Certain Environmental Expenditures
For 1996 and due, in part, to the raising of additional equity
as a result of the Private Placement, the Company has budgeted
capital expenditures of $1,820,000 for improving operations and
maintaining RCRA permit compliance at its various TSD facilities.
The Company believes that all of these expenditures are materially
necessary to remain competitive or to maintain compliance with
federal, state or local environmental requirements. As of June 30,
1996, the Company's net purchases of new capital equipment totalled
approximately $1,025,000, which was principally funded by the
proceeds from the Private Placement, as discussed below. At this
time, the Company anticipates financing the remainder of these
expenditures by a combination of lease financing and/or utilization
of the equity raised in July 1996 through the Private Placement.
During 1996, the Company has incurred environmental
expenditures to comply with federal, state and local regulations at
its TSD facilities. Two of the facilities where these expenditures
have been made are PFD, which was acquired by the Company in June
1994, and PFM, which was acquired by the Company in December 1993.
PFD is required to remediate a parcel of leased property
("Leased Property") which was formerly used as a RCRA storage
facility that was operated as a storage and solvent recycling
facility by a company that was merged with PFD prior to the
Company's acquisition of PFD. The Leased Property contains certain
contaminated waste in the soils and groundwater. The Company was
indemnified by the seller of PFD for costs associated with
remediating the Leased Property, which entails remediation of soil
and/or groundwater restoration. However, during 1995 the seller
filed for bankruptcy. Prior to the acquisition of PFD by the
Company, the seller had established a trust fund ("Remediation Trust
Fund"), which it funded with the seller's stock, to support the
remedial activity on the Leased Property pursuant to the agreement
with the Ohio Environmental Protection Agency ("Ohio EPA"). After
the Company purchased PFD, it was required to advance $250,000 into
the Remediation Trust Fund due to the reduction in the value of the
seller's stock that comprised the Remediation Trust Fund, which
stock had been sold by the Trustee prior to the seller's filing
bankruptcy. The current balance in the trust is approximately
$325,000. While the Company believes that its expenditures towards
remediation of the Leased Property will not have a material adverse
effect upon the Company, no assurance can be made that the
remediation process will not prove to be more difficult or costly
than anticipated or that the Company's remediation expenditures will
not have a material adverse effect on the Company's operations and
financial condition. This is a forward looking statement and is
subject to certain factors that could cause significant deviations
from what is described in the forward looking statement, including,
but not limited to, changes in environmental law and regulations,
changes in remediation processes or technologies or costs thereof,
unanticipated difficulty in remediation, or liquidity problems
within the Company. Currently, the Ohio Attorney General has
advised PFD that it is considering filing a complaint against PFD
regarding the Leased Property. See "Recent Developments."
<PAGE>
The PFM facility is situated in the vicinity of the Memphis
Military Defense Depot (the "Defense Facility"), which Defense
Facility is listed as a Superfund Site and is adjacent to the Allen
Well Field utilized by Memphis Light, Gas & Water to provide public
water to Memphis, Tennessee. Prior to the Company's December 1993
acquisition of PFM, gasoline had been detected in the groundwater
at the PFM facility and in the acquisition process, the Company
assumed certain liabilities to remediate gasoline contaminated
groundwater and investigate potential areas of soil contamination
on its property, and such remediation is currently underway. See
"The Company --Certain Environmental Expenditures." The previous
owners of PFM installed monitoring and treatment equipment to
restore the groundwater to acceptable standards in accordance with
federal, state and local authorities. The Company is continuing the
aforementioned restoration and anticipates expenditures of
approximately $1,050,000 over the next five to ten years to
ultimately cure the prior contamination.
Chlorinated compounds have previously been detected in the
groundwater beneath the Defense Facility, as well as in certain
production wells in the Allen Well Field. Very low concentrations
of certain chlorinated compounds have also been detected in the
groundwater beneath the PFM facility and the possible presence of
these compounds is currently being investigated. Based upon a study
performed by the Company's environmental engineering group, the
Company does not believe the PFM facility is the source of the
chlorinated compounds in a limited number of production wells in the
Allen Well Field and, as a result, does not believe that the
presence of the low concentrations of chlorinated compounds at the
PFM facility will have a material adverse effect upon the Company.
If, however, the Company is determined to be the source of such
contamination, any liabilities, obligations to remediate, or
penalties associated with such contamination, could have a material
adverse effect upon the Company.
Private Placement
The Series 3 Preferred Stock and the RBB Warrants were issued
pursuant to the terms of a Subscription and Purchase Agreement,
dated July 17, 1996, between the Company and RBB Bank (the
"Subscription Agreement") in the Private Placement. The 5,500 shares
of Series 3 Preferred Stock were issued at a price of $1,000 per
share and, in connection therewith, the Company granted to RBB Bank
the RBB Warrants to purchase up to 2,000,000 shares of the Company's
Common Stock, with 1,000,000 shares of Common Stock exercisable at
$2.00 per share and 1,000,000 shares of Common Stock exercisable at
$3.50 per share. The RBB Warrants are for a term of five (5) years.
The Series 3 Preferred Stock is not entitled to any voting rights,
except as required by law. Dividends on the Series 3 Preferred
Stock accrue at a rate of six percent (6%) per annum, payable semi-
annually as and when declared by the Board of Directors, and such
dividends are cumulative. Dividends shall be paid, at the option
of the Company, in the form of cash or Common Stock of the Company.
If the Dividends are paid in Common Stock, each share of outstanding
Series 3 Preferred Stock shall receive shares of Common Stock equal
to the quotient of (i) six percent (6%) of $1,000 divided by (ii)
the average closing bid quotation of the Common Stock as reported
on the over-the-counter market, or the closing sale price if listed
on a national securities exchange, for the five (5) trading days
immediately prior to the applicable dividend declaration date.
The holder of the Series 3 Preferred Stock may convert into
Common Stock of the Company up to (i) 1,833 shares on or after
October 1, 1996, (ii) 1,833 shares on or after November 1, 1996, and
(iii) the balance on or after December 1, 1996. The conversion
price shall be the product of (i) the average closing bid quotation
for the five (5) trading days immediately preceding the conversion
date multiplied by (ii) seventy-five percent (75%). The conversion
price shall be a minimum of $.75 per share or a maximum of $1.50 per
share, with the minimum conversion price to be reduced by $.25 per
share each time, if any, after July 1, 1996, the Company sustains
a net loss, on a consolidated basis, in each of two (2) consecutive
quarters ("Minimum Conversion Price Reduction"). For the purpose
of determining whether the Company has had a net loss in each of two
(2) consecutive quarters, at no time shall a quarter that has
already been considered in such determination be considered in any
subsequent determination. Subject to the closing bid price of the
Company's Common Stock at the time of conversion and the other
<PAGE>
conditions which could increase the number of shares to be issued
upon conversion, the Series 3 Preferred Stock, if all were
converted, could be converted into between approximately 3,700,000
and approximately 7,300,000 shares of Common Stock, or more pursuant
to the Minimum Conversion Price Reduction. See "Summary of
Securities Being Offered." The Common Stock issuable on the
conversion of the Series 3 Preferred Stock is subject to certain
registration rights pursuant to the Subscription Agreement.
If the Company at any time or from time to time while shares
of Series 3 Class C Preferred Stock are issued and outstanding shall
declare or pay, without consideration, any dividend on the Common
Stock payable in Common Stock, or shall effect a subdivision of the
outstanding shares of Common Stock into a greater number of shares
of Common Stock (by stock split, reclassification or otherwise than
by payment of a dividend in Common Stock or in any right to acquire
Common Stock), or if the outstanding shares of Common Stock shall
be combined or consolidated, by reclassification or otherwise, into
a lesser number of shares of Common Stock, then the conversion price
in effect immediately before such event shall, concurrently with the
effectiveness of such event, be proportionately decreased or
increased, as appropriate. If the Company shall declare or pay,
without consideration, any dividend on the Common Stock payable in
any right to acquire Common stock for no consideration, then the
Company shall be deemed to have made a dividend payable in Common
Stock in an amount of shares equal to the maximum number of shares
issuable upon exercise of such rights to acquire Common Stock.
Under the terms of the RBB Warrants, if the Company at any time
while the warrant is outstanding shall declare or pay, without
consideration, any dividend on the Common Stock payable in Common
Stock, or shall effect a subdivision of the outstanding shares of
Common Stock into a greater number of shares of Common Stock (by
stock split, reclassification or otherwise than by payment of a
dividend in Common Stock or in any right to acquire Common Stock),
or if the outstanding shares of Common Stock shall be combined or
consolidated, by reclassification or otherwise, into a lesser number
of shares of Common Stock, then the number of shares of Common Stock
issuable upon the exercise of such warrant or the exercise price of
such warrant shall be appropriately adjusted such that immediately
after the happening of any such event, the proportionate number of
shares of Common Stock issuable immediately prior to the happening
of such event shall be the number of shares of Common Stock issuable
subsequent to the happening of such event.
The terms of the RBB Warrants also direct that in case of any
consolidation or merger of the Company in which the Company is not
the surviving entity, or in case of any sale or conveyance by the
Company to another entity of all or substantially all of the
property of the Company as an entirety or substantially as an
entirety, the holder shall have the right thereafter, upon exercise
of such warrant, to receive the kind and amount of securities, cash
or other property which the holder of the RBB Warrants would have
owned or been entitled to receive immediately after such
consolidation, merger, sale or conveyance had such warrant been
exercised in full immediately prior to the effective date of such
consolidation, merger, sale or conveyance.
Under the terms of the Subscription Agreement, from the net
proceeds from the Private Placement (approximately $5,100,000)
received by the Company after payment of placement fees to brokers,
legal fees and other expenses, the Company purchased from RBB Bank
920,000 shares of Common Stock of the Company acquired by RBB Bank
upon conversion of the Company's Series 1 Class A Preferred Stock
and Series 2 Class B Convertible Preferred Stock for $1,770,000.
The Company has or intends to use approximately $1,650,000 of the
net proceeds from the Private Placement for capital improvements at
its various facilities and the balance of the net proceeds to reduce
outstanding trade payables and for general working capital.
If RBB Bank were to acquire approximately 3,700,000 shares of
Common Stock upon conversion of the Series 3 Preferred Stock and
exercised all of the RBB Warrants, RBB Bank would own approximately
6,860,728 shares of Common Stock, or forty-two percent (42%) of the
outstanding shares of Common Stock of the Company, assuming no other
shares of Common Stock are issued by the Company, no other warrants
<PAGE>
or options to purchase Common Stock from the Company are exercised,
the Company does not acquire additional shares of Common Stock as
treasury stock, and RBB Bank does not dispose of any such shares.
If RBB Bank were to acquire 7,300,000 shares of Common Stock upon
conversion of the Series 3 Preferred Stock and exercised all of the
RBB Warrants, RBB Bank would own approximately 10,460,728 shares
of Common Stock, or approximately fifty-three percent (53%) of the
outstanding shares of Common Stock, assuming no other shares of
Common Stock are issued by the Company, no other warrants or options
are exercised, the Company does not acquire additional shares of
Common Stock as treasury shares, and RBB Bank does not dispose of
any such shares. See "Risk Factors--Voting Control; Ability to
Direct Management."
Availability of Company's Loss Carryovers
The Company anticipates that its cash flow in future years will
benefit to some extent from its ability to utilize net operating loss
("NOL") carryovers from prior periods to reduce the federal income
tax payments which it would otherwise be required to make with respect
to income generated in future years. As of December 31, 1995, the
Company estimates that it had on a consolidated basis available NOL
carryovers of approximately $8,100,000 for federal income tax purposes.
These NOL carryovers will expire in the years 2006 through 2010 if
not used by then.
The amount of these carryovers has not been audited or approved
by the Internal Revenue Service ("IRS") and, accordingly, no assurance
can be given that such carryovers will not be reduced as a result of
audits in the future. In addition, the ability of the Company to
utilize these carryovers in the future will be subject to a variety
of limitations applicable to corporate taxpayers generally under both
the Internal Revenue Code of 1986, as amended (the "Code"), and the
Treasury Regulations. These include, in particular, limitations
imposed by Code Section 382 ("382 Limitations").
Section 382 of the Code provides certain limitations on the
utilization of NOL carryovers following a more than fifty percent (50%)
change (by value) in the stock ownership of a loss company. In general,
the limitations imposed by Section 382 apply when, within a three (3)
year "testing period," there is more than a fifty (50) percentage
point increase in the stock of a company that has an NOL held by one
or more persons who own (directly or constructively) at least five
percent (5%) of such Company's stock (with persons who separately
are less than five percent (5%) shareholders generally being treated
in the aggregate as a single shareholder) over the lowest percentage of
stock of such company owned by such person(s) at any time during the
testing period. The amount of the percentage point increase in stock
ownership is calculated for each five percent (5%) shareholder, and the
increase of each five percent (5%) shareholder is aggregated with the
increases of other 5% shareholders to determine the total percentage
point increase in stock ownership. For purposes of these tests, stock
issuable upon the exercise of certain options and warrants or upon the
conversion of preferred stock may be treated as outstanding.
The use of approximately $4,500,000 of the approximate $8,100,000
in NOL carryovers as of December 31, 1995, is limited to a certain
extent in future years by reason of certain transactions effected
during 1996. The 1996 transactions that resulted in the 382
Limitations were the issuance of various series of preferred stock
of the Company, including, but not limited to, the Series 3 Preferred
Stock to RBB Bank. See "--Private Placement." Each year after 1996,
approximately $1,500,000 of the approximate $4,500,000 in 382
Limitations is no longer limited, and after 1999, all of the
approximate $8,100,000 in NOL carryovers will be available for use
by the Company for federal income tax purposes, except to the extent
such has been previously used to reduce the Company's federal income
tax payments or such has been reduced by the IRS in connection with
audits conducted by the IRS.
<PAGE>
RECENT DEVELOPMENTS
The following are all material changes in the Company's affairs
which have occurred since the end of December 31, 1995, and which
have not been described in a report on Form 10-Q or Form 8-K filed
under the Exchange Act or as otherwise discussed in other sections
of this Prospectus:
Ohio Attorney General Negotiations:
The Ohio Attorney General has advised PFD that it is
considering filing a complaint (the "Complaint") against PFD
alleging that PFD had violated certain of Ohio's hazardous waste
laws regarding ordered compliance with an EPA approved "Closure
Plan" for the Leased Property. The Ohio Attorney General alleges
that PFD has not met either timetables or financial assurance
requirements which were part of the Closure Plan. The Company is
currently negotiating a consent order with the Attorney General of
Ohio under which the Company believes it will agree to undertake
closure of the Leased Property in an EPA approved manner. The
Company believes that the consent order will also require PFD to pay
a civil penalty to the State of Ohio in an amount which has not yet
been determined ("Civil Penalty"), and to supply financial
assurance, in the form of a bond or similar trust agreement, of
approximately $350,000 to ensure adequate funding for completing the
Closure Plan. The Company currently maintains such a trust fund,
which trust fund presently has approximately $325,000 in funds
therein. See "The Company--Certain Environmental Expenditures."
The Company believes that the Civil Penalty assessed pursuant to the
consent order will not be of sufficient size that payment thereof
by the Company will have a material adverse effect upon the Company.
This is a forward looking statement and is subject to certain
factors that could cause variation from what is described in such
forward looking statement, including, but not limited to, the
Company's inability to come to a suitable agreement with the
Attorney General of Ohio or the Ohio EPA, the Company's inability
to provide adequate financial assurance due to lack of liquidity,
credit difficulties or lack of available external financing, or the
applicable court's refusal to accept the consent order as drafted.
Anti-Dilution Adjustments to Certain Previous Outstanding Warrants:
In addition to the Common Stock issuable upon conversion of the
Series 3 Preferred Stock and upon exercise of the warrants for
Common Stock covered by this Prospectus, there are other outstanding
warrants for the purchase of Common Stock which have been previously
issued by the Company ("Previous Warrants"). The terms of certain
of the Previous Warrants contain certain anti-dilution provisions
("Anti-Dilution Provisions") which are triggered upon the Company's
issuance of additional Common Stock for less than the exercise price
per share of such Previous Warrants or upon the Company's issuance
of warrants or convertible securities which are exercisable or
convertible into Common Stock of the Company for a price per share
less than the exercise price per share of such Previous Warrants.
The Anti-Dilution Provisions of certain of the Previous Warrants
have been triggered by the Company's issuance, subsequent to the
issuance of such Previous Warrants, of Common Stock, warrants, and
convertible preferred stock, including, but not limited to, the
Series 3 Preferred Stock and the warrants exercisable for Common
Stock covered by this Prospectus. The exercise of the Previous
Warrants, as originally issued, would have resulted in the issuance
of approximately 5,092,060 shares of Common Stock at exercise prices
ranging from approximately $2.375 to approximately $6.025 per share.
As a result of the application of the Anti-Dilution Provisions, the
exercise of the Previous Warrants would now result in the issuance
of approximately 6,893,697 shares of Common Stock at prices ranging
from approximately $1.98 to approximately $4.12 per share as of the
date of this Prospectus. Further adjustments to the Previous
Warrants may be necessary under the Anti-Dilution Provisions of the
Previous Warrants. As of October 15, 1996 the closing bid price
of the Company's Common Stock on the NASDAQ was $1.9375 per share.
<PAGE>
USE OF PROCEEDS
The Company will not receive any part of the proceeds of the
sale or transactions (other than the exercise price of the
outstanding warrants discussed in this Prospectus) made by the
Selling Shareholders. The Company would receive approximately
[$7,575,000] if all outstanding warrants held by all of the Selling
Shareholders covering that portion of the shares of Common Stock
included in this Prospectus were exercised. See "Plan Of
Distribution." Any proceeds received by the Company from the
exercise of such warrants, less the Company's share of the estimated
expenses of the cost of this Offering, will be used by the Company
for general corporate purposes.
The Company has agreed to pay all costs and fees relating to
the registration of the Common Stock covered by this Prospectus,
except for any discounts, concessions or commissions payable to
underwriters, dealers or agents incident to the offering of the
securities covered by this Prospectus and any legal fees incurred
by any Selling Shareholders relating to this offering.
SUMMARY OF SECURITIES BEING OFFERED
This Prospectus covers approximately 3,700,000 shares of Common
Stock which may be issued upon conversion of the 5,500 shares of
Series 3 Preferred Stock issued by the Company to RBB Bank in
connection with the Private Placement ("Conversion Shares"),
2,000,000 shares of Common Stock issuable upon the exercise of the
RBB Warrants, each for 1,000,000 shares of Common Stock, which were
also previously issued by the Company to RBB Bank in connection with
the Private Placement ("Warrant Shares"), and 330,000 shares that
the Company may issue in payment of dividends that accrue on the
Series 3 Preferred Stock pursuant to the Subscription Agreement
("Dividend Shares") for a twenty-four (24) month period from the
date of issuance of the Series 3 Preferred Stock pursuant to the
terms of the Series 3 Preferred Stock, assuming the price of the
Common Stock is $2.00 per share at the time of such dividends. This
Prospectus also covers the 1,420,000 shares issuable upon the
exercise of nine warrants which were previously issued to Carey,
Charles, Search, Rosen, Blair, and Gorlin ("Additional Warrant
Shares").
Under the terms of the Private Placement, the Company agreed
to use reasonable efforts to register the Conversion Shares and the
Warrant Shares under the Act. The Series 3 Preferred Stock and the
RBB Warrants were issued pursuant to the terms of the Subscription
Agreement. The 5,500 shares of Series 3 Preferred Stock were issued
at a price of $1,000 per share and, in connection therewith, the
Company granted to RBB Bank the RBB Warrants to purchase up to
2,000,000 shares of the Company's Common Stock, with 1,000,000
shares of Common Stock exercisable at $2.00 per share and 1,000,000
shares of Common Stock exercisable at $3.50 per share. The number
of shares of Common Stock that may be acquired upon conversion of
the Series 3 Preferred Stock or upon exercise of the RBB Warrants
and the exercise price thereof are subject to adjustment under the
anti-dilution provisions of the Series 3 Preferred Stock and the RBB
Warrants. See "The Company--Private Placement." The RBB Warrants
are for a term of five (5) years. The Series 3 Preferred Stock is
not entitled to any voting rights, except as required by law.
Dividends on the Series 3 Preferred Stock accrue at a rate of six
percent (6%) per annum, payable semi-annually as and when declared
by the Board of Directors, and such dividends are cumulative.
Dividends shall be paid, at the option of the Company, in the form
of cash or Common Stock of the Company, and, as a result, this
Prospectus also covers the Dividend Shares. See "The Company--
Private Placement." While the conversion of the Series 3 Preferred
Stock could result in the issuance of up to approximately 7,300,000
shares of Common Stock, or more under certain limited circumstances,
the terms of the Private Placement require the Company to use
reasonable efforts to register only approximately 3,700,000 shares
to be issued upon such conversion, which 3,700,000 shares would be
the approximate amount issued upon such conversion, assuming the
<PAGE>
average of the closing bid prices of the Company's Common Stock over
the five (5) trading days immediately preceding the conversion date
or dates equals or exceeds $2.00 per share.
Also covered by this Prospectus are the Additional Warrant
Shares, all issuable upon the exercise of the various warrants
described hereafter and at the various prices indicated and subject
to the described terms of these warrants, including: (i) 295,000
shares of Common Stock issuable upon the exercise of two (2)
warrants previously issued by the Company to Carey, one for 195,000
shares issued in connection with a previous offshore transaction to
RBB Bank and exercisable at $0.73 per share and one for 100,000
shares issued in connection with the Private Placement and
exercisable at $1.75 per share; (ii) 450,000 shares of Common Stock
issuable upon the exercise of one (1) warrant previously issued by
the Company to Charles in connection with the Private Placement and
exercisable at $1.50 per share; (iii) 175,000 shares of Common Stock
issuable upon the exercise of three (3) warrants previously issued
by the Company to Search in connection with services rendered by
Search for the Company, of which 125,000 are exercisable at $1.06
per share, and 50,000 are exercisable at $1.50 per share; (iv)
100,000 shares of Common Stock issuable upon the exercise of one (1)
warrant previously issued by the Company to Rosen in connection with
services rendered by Rosen to the Company and exercisable at $1.75
per share; (v) 200,000 shares of Common Stock issuable upon the
exercise of one (1) warrant previously issued by the Company to
Blair in connection with the Private Placement and exercisable at
$1.75 per share; and (vi) 200,000 shares of Common Stock issuable
upon the exercise of one (1) warrant previously issued by the
Company to Gorlin, a director of the Company, exercisable at $1.75
per share.
Under the terms of the warrants covering the Additional Warrant
Shares, if, at any time or from time to time after the date of each
warrant, the Company shall (a) pay a dividend on its Common Stock
in shares of Common Stock, (b) subdivide its outstanding shares of
Common Stock into a greater number of shares, (c) combine its
outstanding shares of Common Stock into a smaller number of shares,
or (d) issue by reclassification of its Common Stock any shares of
any other class of capital stock of the Company, the number of
shares to issue pursuant to the warrant and the exercise price of
the warrant in effect immediately prior to such event shall be
adjusted so that, upon exercise of such warrant, the holder shall
be entitled to purchase under such warrant, without additional
consideration therefor, the number of shares of Common Stock or
other capital stock of the Company which he would have owned or been
entitled to purchase immediately following the happening of any of
the events described in this paragraph as (a), (b) or (c) had such
warrant been exercised and the holder become the holder of record
of the shares purchased pursuant to the warrant immediately prior
to the record date fixed for the determination of stockholders
entitled to receive such dividend or distribution or the effective
date of such subdivision, combination or reclassification at a
exercise price equal to the aggregate consideration which the
holder would have had to pay for such shares issued pursuant to the
warrant immediately prior to such event divided by the number of
shares issued pursuant to the warrant the holder is entitled to
receive immediately after such event. If, as a result of an
adjustment made as described in this paragraph, the holder of this
warrant thereafter surrendered for exercise shall become entitled
to receive shares of two or more classes of capital stock or shares
of Common Stock and any other class of capital stock of the company,
the Board of Directors (whose determination shall be conclusive and
shall be described in a written notice to all holders of the
warrants promptly after such adjustment) shall determine the
allocation of the adjusted exercise price of the warrant between or
among shares of such classes of capital stock or shares of Common
Stock and such other class of capital stock.
The terms of the warrants covering the Additional Warrant
Shares also direct that in case of any consolidation or merger to
which the Company is a party, other than a merger or consolidation
in which the Company is the continuing or surviving corporation, or
in case of any sale or conveyance to another entity of all or
substantially all of the property of the Company as an entirety or
substantially as an entirety, the holder of the warrant shall have
the right thereafter, upon exercise of this warrant, to receive the
kind and amount of securities, cash or other property which he would
have owned or been entitled to receive immediately after such
consolidation, merger, sale or conveyance had this warrant been
exercised immediately prior to the effective date of such
<PAGE>
consolidation, merger, sale or conveyance and in any such case, if
necessary, appropriate adjustment shall be made in the application
thereafter with respect to the rights and interests of the holder
of this warrant to the end that the provisions of this paragraph and
the preceding paragraph thereafter shall be correspondingly
applicable, as nearly as may reasonably be, to such securities and
other property.
Additionally, under the terms of the warrants covering the
Additional Warrant Shares, if the Company shall distribute pro rata
to all of the holders of its then outstanding shares of Common Stock
(a) securities, other than shares of Common Stock or stock options,
or (b) property, other than cash, without payment therefor, then,
and in each such case, the holder of this warrant, upon its
exercise, shall be entitled to receive the securities and property
which such holder would hold on the date of such exercise if, on the
date of this warrant, the holder had been the holder of record of
the number of shares of the Common Stock subscribed for upon such
exercise and, during the period from the date of this warrant to and
including the date of such exercise, had retained such shares and
the securities and properties receivable by the holder during such
period.
<TABLE>
<CAPTION>
SELLING SECURITY HOLDERS
The following table sets forth, as of September 30, 1996, the
name of each Selling Shareholder, the amount of shares beneficially
owned prior to the Offering, the number of shares of Common Stock
offered hereby, and the amount of shares beneficially owned after
the Offering (assuming that all shares of Common Stock being offered
hereby are sold and that such are outstanding) and the percentage
of Common Stock beneficially owned after completion of the Offering
(assuming that all shares of Common Stock being offered hereby are
sold and that such are outstanding).
Percent-
age of
Common Common
Stock Stock
Common Benefic- Benefic-
Stock ially ially
Benefic- Owned Owned
ially Common After After
Owned Stock Completion Completion
Prior to Being of of
Selling Stockholder Offering(1) Offered Offering(9) Offering(9)
__________________________ _________ _________ __________ ___________
<S> <C> <C> <C> <C>
RBB Bank
Aktiengesellschaft(2) 6,861,728 6,030,000 830,728 4.9%
J. P. Carey Enterprises,
Inc.(3) 295,000 295,000 - -
J W Charles Financial
Services, Inc.(4) 450,000 450,000 - -
Search Group Capital,
Inc.(5) 175,000 175,000 - -
Marvin S. Rosen(6) 100,000 100,000 - -
D. H. Blair Investment
Banking Corp.(7) 698,117 200,000 498,117 3.0%
Steve Gorlin(8) 808,024 200,000 608,024 3.6%
___________________________
<PAGE>
<FN>
(1) Includes shares to be acquired upon the exercise of outstanding warrants,
whether or not such may be acquired during the next sixty (60) days.
(2) The shares of Common Stock included as beneficially owned by RBB Bank in
this table are shares that RBB Bank would be entitled to receive upon
exercise of all of the RBB Warrants and conversion of all of the Series
3 Preferred Stock held by RBB Bank (assuming that the average of the
closing bid prices of the Common Stock for the five (5) trading days
prior to conversion equals or exceeds $2.00 per share), and the number
of shares of Common Stock noted is based on the assumption that RBB Bank
converted such shares of Series 3 Preferred Stock into the maximum
number possible. Does not include shares of Common Stock that RBB Bank
may receive in payment of the accrued dividends on the Series 3
Preferred Stock.
(3) J. P. Carey Enterprises, Inc. currently provides investment banking
services to the Company.
(4) J W Charles Financial Services, Inc. ("Charles") currently provides
investment banking services to the Company. In August, 1996, the
Company and Charles entered into a Financial Consulting Agreement,
whereby Charles agreed to provide certain financial consulting services
for the Company. The Company agreed, pursuant to the Financial
Consulting Agreement, to pay to Charles $12,000 per month and to grant
to Charles the warrant to purchase up to 450,000 shares of Common Stock,
which Common Stock covered by such warrant is included with the coverage
of this Prospectus. The Financial Consulting Agreement is for a term of
one (1) year, subject to earlier termination by either party upon thirty
(30) days written notice.
(5) Search Group Capital, Inc. currently provides consulting services to the
Company.
(6) Marvin S. Rosen currently provides consulting services to the Company.
(7) D. H. Blair Investment Banking Corp. currently provides investment
banking services to the Company.
(8) Mr. Gorlin is a director of the Company and beneficially owns more than
five percent (5%) of the Company's outstanding shares of Common Stock as
of the date of this Prospectus.
(9) Assumes (i) all shares of Common Stock covered by this Offering are sold,
including, but not limited to, the approximate 3,700,000 shares of Common
Stock to be acquired upon the conversion of the Series 3 Preferred Stock
and Common Stock to be acquired upon the exercise of warrants outstanding
as of the date of this Prospectus, (ii) that such Selling Shareholders do
not acquire beneficial ownership of any additional shares of Common Stock
after the date of this Prospectus, and (iii) that the Company does not
issue any additional shares of Common Stock after the date of this
Prospectus other than in connection with the conversion of the Series 3
Preferred Stock and the exercise of the warrants covering the shares of
Common Stock included within this Prospectus. Based on outstanding Common
Stock of 16,816,035 shares.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
Shares of Common Stock covered hereby may be offered and sold
from time to time by the Selling Shareholders. The Selling
Shareholders will act independently of the Company in making
decisions with respect to the timing, market, or otherwise at prices
related to the then current market price or in negotiated
transactions. The Common Stock covered by this Prospectus may be
sold by the Selling Shareholders in one or more transactions on the
NASDAQ and the BSE or otherwise at market prices then prevailing or
<PAGE>
in privately negotiated transactions. The shares may be sold by one
or more of the following: (i) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; (ii) purchases
and resale by a broker-dealer for its account pursuant to this
Prospectus, and (iii) a block trade in which the broker-dealer so
engaged will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the
transaction. The Company has not been advised by the Selling
Shareholders that they have, as of the date hereof, made any
arrangements relating to the distribution of the Securities covered
by this Prospectus, except that certain of the Selling Shareholders
are broker-dealers. See "Selling Security Holders." In effecting
sales, broker-dealers engaged by the Selling Shareholders may
arrange for other broker-dealers to participate, and, in such case,
broker-dealers will receive commissions or discounts from the
Selling Shareholders in amounts to be negotiated immediately prior
to sale.
In offering the Securities, the Selling Shareholders and any
broker-dealers and any other participating broker-dealers who
execute sales for the Selling Shareholders may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Act") in connection with such sales, and any profits
realized by the Selling Shareholders and the compensation of such
broker-dealer may be deemed to be underwriting discounts and
commissions. In addition, any shares covered by this Prospectus
which qualify for sale pursuant to Rule 144 may be sold under Rule
144 rather than pursuant to this Prospectus.
During such time as the Selling Shareholders may be engaged in
a distribution of Common Stock included herein such Shareholder is
required to comply with Rules 10b-6 and 10b-7 under the Exchange Act
(as those Rules are described in more detail below) and, in
connection therewith, that they may not engage in any stabilization
activity, except as permitted under the Exchange Act, are required
to furnish each broker-dealer through which Common Stock included
herein may be offered copies of this Prospectus, and may not bid for
or purchase any securities of the Company or attempt to induce any
person to purchase any securities except as permitted under the
Exchange Act.
Rule 10b-6 under the Exchange Act prohibits, with certain
exceptions, participants in a distribution from bidding for or
purchasing, for an account in which the participant has a beneficial
interest, any of the securities that are subject of the
distribution. Rule 10b-7 governs bids and purchases made in order
to stabilize the price of a security in connection with a
distribution of the security.
The Company will pay only that portion of the expenses incident
to this offering as described in the "Use of Proceeds."
LEGAL OPINION
Certain legal matters in connection with the Common Stock
offered hereby will be passed upon for the Company by Conner &
Winters, a Professional Corporation, Oklahoma City, Oklahoma.
EXPERTS
The financial statements and schedules incorporated by
reference in this Prospectus and elsewhere in the Registration
Statement, to the extent and for the periods indicated in their
reports, have been audited by Arthur Andersen LLP and Coopers &
Lybrand LLP, independent public accountants, and are included herein
in reliance upon the authority of said firms as experts in giving
such reports. Reference is made to the report for the year ended
December 31, 1995, issued by Arthur Andersen LLP, which contains a
going concern modification.
<PAGE>
No dealer, salesman or other
person has been authorized to
give any information not con-
tained in this Prospectus and,
if given or made, such infor-
mation or representations must
not be relied upon as having
been authorized by the Company.
This Prospectus does not con-
stitute an offer to sell or a 7,450,000 Shares
solicitation of an offer to of Common Stock
buy any of the securities
offered hereby in any juris-
diction to any person to whom Perma-Fix Environmental
it is unlawful to make such Services, Inc.
offer in such jurisdiction.
Neither the delivery of this
Prospectus nor any sale here-
under shall under any circum-
stances create any implication
that there has been no change
in the affairs of the Company
since the date hereof.
_______________________
Table of Contents Common Stock
Page
____
Available Information . . . . . 3
Incorporation by
Reference . . . . . . . . . . 3
Risk Factors. . . . . . . . .4-11 ______________
The Company . . . . . . . . 11-17 Prospectus
______________
Recent Developments . . . . . .18
Use of Proceeds . . . . . . . .18
Summary of Securities
Being Offered . . . . . . 19-21
Selling Security Holders. . 21-22
Plan of Distribution. . . . 22-23
Legal Opinion . . . . . . . . .23 October ___, 1996
Experts . . . . . . . . . . . .23
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Nature of Expense
SEC Registration Fee . . . . . . . . . . . . . . $ 4,814.87
Legal Fees (Including Blue Sky). . . . . . . . . $25,000.00
Accounting Fees and Expenses . . . . . . . . . . $13,000.00
Printing . . . . . . . . . . . . . . . . . . . . $ 5,000.00
Miscellaneous. . . . . . . . . . . . . . . . . . $ 2,500.00
__________
Total $50,314.87
The foregoing expenses, except for the registration fee, are estimated
pursuant to Item 511 of Regulation S-K.
Item 15. Indemnification of Officers and Directors
Section 145 of the Delaware Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee
or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against amounts paid
and expenses incurred in connection with an action or proceeding to
which he is or is threatened to be made a party by reason of such
position, if such person shall have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such
person had no reasonable cause to believe his conduct was unlawful;
provided that, no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable
to the corporation unless and only to the extent that the adjudicating
court determines that, despite the adjudication of liability but in
view of all the circumstance of the case, such person is fairly and
reasonably entitled to indemnification.
Article EIGHTH of the Company's Restated Certificate of
Incorporation provides as follows with respect to the indemnification
of officers and directors of the Company:
All persons who the Corporation is empowered to indemnify
pursuant to the provisions of Section 145 of the General
Corporation Law of the State of Delaware (or any similar
provision or provisions of applicable law at the time in
effect), shall be indemnified by the Corporation to the
full extent permitted thereby. The foregoing right of
indemnification shall not be deemed to be exclusive of any
other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. No repeal or
amendment of this Article EIGHTH shall adversely affect any
rights of any person pursuant to this Article EIGHTH which
existed at the time of such repeal or amendment with
respect to acts or omissions occurring prior to such repeal
or amendment.
The Company's Restated Certificate of Incorporation provides that
no director of the Company shall be personally liable to the Company
or its stockholders for any monetary damages for breaches of fiduciary
duty as a director, provided that this provision shall not eliminate
or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the Company or its stockholders; (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) under Section 174 of
<PAGE>
the General Corporation Law of the State of Delaware; or (iv) for any
transaction from which the director derived an improper personal
benefit.
Item 16. Exhibits
Exhibit
No. Description
_______ ____________
4.1 Offshore Securities Subscription Agreement, dated
February 9, 1996, between the Company and RBB Bank
Aktiengesellschaft, as incorporated by reference from
Exhibit 4.10 to the Company's Form 10-K for the year ended
December 31, 1995.
4.2 Offshore Securities Subscription Agreement, dated
February 22, 1996, between the Company and RBB Bank
Aktiengesellschaft, as incorporated by reference from
Exhibit 4.11 to the Company's Form 10-K for the year ended
December 31, 1995.
4.3 Subscription and Purchase Agreement, dated July 17, 1996,
between the Company and RBB Bank Aktiengesellschaft, as
incorporated by reference from Exhibit 4.4 to the Company's
Form 10-Q for the quarter ended June 30, 1996.
4.4 Certificate of Designations relating to Series 3 Preferred
Stock, attached as part of Exhibit 4.9 hereof and
incorporated by reference from Exhibit 4.4 to the Company's
Form 10-Q for the quarter ended June 30, 1996.
4.5 Form of Certificate for Series 3 Preferred Stock, as
incorporated by reference from Exhibit 4.6 to the Company's
Form 10-Q for the quarter ended June 30, 1996.
4.6 Common Stock Purchase Warrant Certificate, dated July 19,
1996, granted to RBB Bank Aktiengesellschaft, as
incorporated by reference from Exhibit 10.1 to the
Company's Form 10-Q for the quarter ended June 30, 1996.
4.7 Common Stock Purchase Warrant Certificate, dated July 19,
1996, between the Company and RBB Bank Aktiengesellschaft,
as incorporated by reference from Exhibit 10.2 to the
Company's Form 10-Q for the quarter ended June 30, 1996.
4.8 Common Stock Purchase Warrant Certificate No. 1-9-96, dated
September 16, 1996, between the Company and J.P. Carey
Enterprises, Inc.
4.9 Common Stock Purchase Warrant Certificate No. 2-9-96, dated
September 16, 1996, between the Company and J.P. Carey
Enterprises, Inc.
4.10 Common Stock Purchase Warrant Certificate No. 3-9-96, dated
September 16, 1996, between the Company and J W Charles
Financial Services, Inc.
4.11 Common Stock Purchase Warrant Certificate No. 4-9-96, dated
September 16, 1996, between the Company and Search Group
Capital, Inc.
4.12 Common Stock Purchase Warrant Certificate No. 5-9-96, dated
September 16, 1996, between the Company and Search Group
Capital, Inc.
4.13 Common Stock Purchase Warrant Certificate No. 6-9-96, dated
September 16, 1996, between the Company and Search Group
Capital, Inc.
4.14 Common Stock Purchase Warrant Certificate No. 7-9-96, dated
September 16, 1996, between the Company and Marvin S.
Rosen.
4.15 Common Stock Purchase Warrant Certificate No. 8-9-96, dated
September 16, 1996, between the Company and D.H. Blair
Investment Banking Corporation.
<PAGE>
4.16 Common Stock Purchase Warrant Certificate No. 9-9-96, dated
September 16, 1996, between the Company and Steve Gorlin.
5.1 Opinion of Conner & Winters, a Professional Corporation.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Coopers & Lybrand LLP.
23.3 Consent of Conner & Winters, as contained in Exhibit 5.1
herein.
24.1 Power of Attorney (included on signature page).
99.1 Financial Consulting Agreement between the Company and J W
Charles Financial Services, Inc., dated August 6, 1996.
Item 17. Undertakings
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
<PAGE>
The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at the
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the indemnification provisions
described herein, or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES FOR S-3
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Gainesville,
State of Florida, on the 17th day of October, 1996.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By: /s/ Dr. Louis F. Centofanti
______________________________
Dr. Louis F. Centofanti
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose
signature appears below hereby constitutes and appoints Dr. Louis F.
Centofanti as his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as
he might or could do them in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or any of them, or their or
his substitute or substitutes, shall do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Dr. Louis F. Centofanti Chairman of the October 17, 1996
___________________________ Board of Directors,
Dr. Louis F. Centofanti President and Chief
Executive Officer
(Principal Execu-
tive Officer)
/s/ Richard T. Kelecy Chief Financial October 17, 1996
____________________________ Officer
Richard T. Kelecy (Principal Finan-
cial and Account-
ing Officer)
/s/ Mark A. Zwecker Director October 17, 1996
_____________________________
Mark A. Zwecker
/s/ Steve Gorlin Director October 17, 1996
_____________________________
Steve Gorlin
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
___________ ___________ ________
4.1 Offshore Securities Subscription Agreement,
dated February 9, 1996, between the Company
and RBB Bank Aktiengesellschaft, as incor-
porated by reference from Exhibit 4.10 to
the Company's Form 10-K for the year
ended December 31, 1995.
4.2 Offshore Securities Subscription Agreement,
dated February 22, 1996, between the Company
and RBB Bank Aktiengesellschaft, as incor-
porated by reference from Exhibit 4.11 to
the Company's Form 10-K for the year ended
December 31, 1995.
4.3 Subscription and Purchase Agreement, dated
July 17, 1996, between the Company and RBB
Bank Aktiengesellschaft, as incorporated by
reference from Exhibit 4.4 to the Company's
Form 10-Q for the quarter ended June 30, 1996.
4.4 Certificate of Designations relating to Series
3 Preferred Stock, attached as part of Exhibit
4.9 hereof and incorporated by reference from
Exhibit 4.4 to the Company's Form 10-Q for the
quarter ended June 30, 1996.
4.5 Form of Certificate for Series 3 Preferred Stock,
as incorporated by reference from Exhibit 4.6
to the Company's Form 10-Q for the quarter
ended June 30, 1996.
4.6 Common Stock Purchase Warrant Certificate,
dated July 19, 1996, granted to RBB Bank
Aktiengesellschaft, as incorporated by
reference from Exhibit 10.1 to the Company's
Form 10-Q for the quarter ended June 30, 1996.
4.7 Common Stock Purchase Warrant Certificate,
dated July 19, 1996, between the Company
and RBB Bank Aktiengesellschaft, as
incorporated by reference from Exhibit 10.2
to the Company's Form 10-Q for the quarter
ended June 30, 1996.
4.8 Common Stock Purchase Warrant Certificate No.
1-9-96, dated September 16, 1996, between
the Company and J.P. Carey Enterprises, Inc.
<PAGE>
4.9 Common Stock Purchase Warrant Certificate
No. 2-9-96, dated September 16, 1996,
between the Company and J.P. Carey
Enterprises, Inc.
4.10 Common Stock Purchase Warrant Certificate
No. 3-9-96, dated September 16, 1996,
between the Company and J W Charles
Financial Services, Inc.
4.11 Common Stock Purchase Warrant Certificate
No. 4-9-96, dated September 16, 1996,
between the Company and Search Group
Capital, Inc.
4.12 Common Stock Purchase Warrant Certificate
No. 5-9-96, dated September 16, 1996,
between the Company and Search Group
Capital, Inc.
4.13 Common Stock Purchase Warrant Certificate
No. 6-9-96, dated September 16, 1996,
between the Company and Search Group
Capital, Inc.
4.14 Common Stock Purchase Warrant Certificate
No. 7-9-96, dated September 16, 1996,
between the Company and Marvin S. Rosen.
4.15 Common Stock Purchase Warrant Certificate
No. 8-9-96, dated September 16, 1996,
between the Company and D.H. Blair
Investment Banking Corporation.
4.16 Common Stock Purchase Warrant Certificate
No. 9-9-96, dated September 16, 1996,
between the Company and Steve Gorlin.
5.1 Opinion of Conner & Winters, a Profes-
sional Corporation.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Coopers & Lybrand LLP.
23.3 Consent of Conner & Winters, as contained
in Exhibit 5.1 herein.
24.1 Power of Attorney (included on signature
page).
99.1 Financial Consulting Agreement between
the Company and J W Charles Financial
Services, Inc., dated August 6, 1996.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED
EXCEPT (i) UNDER COVER OF A REGISTRATION STATEMENT UNDER THE ACT
WHICH IS EFFECTIVE AND CURRENT WITH RESPECT TO THIS WARRANT OR SUCH
SHARES OF COMMON STOCK, AS THE CASE MAY BE, OR (ii) PURSUANT TO THE
WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO
THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH
RESPECT TO SUCH SALE OR TRANSFER.
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
Warrant for the Purchase of Shares of Common Stock
No. 1-9-96 195,000 shares of
September 16, 1996 Common Stock
FOR VALUE RECEIVED, PERMA-FIX ENVIRONMENTAL SERVICES, INC. (the
"Company"), a Delaware corporation, hereby certifies that J. P.
CAREY ENTERPRISES, INC., or any permitted assignee thereof (the
"Holder"), is entitled to purchase from the Company, at any time in
whole, or from time to time in part, during the period commencing
January 1, 1997, and ending at 5:00 p.m. Eastern Standard Time on
September 15, 1999 (the "Exercise Period"), up to one hundred
ninety-five thousand (195,000) fully paid and nonassessable shares
of common stock, $.001 par value, of the Company (the "Common
Stock"), at a purchase price of $0.73 per share; provided, however,
that the number of shares of Common Stock to be issued and delivered
by the Company upon any exercise of this Warrant and the purchase
price to be paid for each such share shall be subject to adjustment
from time to time as hereinafter provided in this Warrant. This
Warrant and all warrants of like tenor which may be issued by the
Company in exchange or substitution for, or upon the transfer or
partial exercise of, this Warrant are hereinafter collectively
referred to as the "Warrants"; the shares of Common Stock issuable
and issued upon exercise of the Warrants are hereinafter
collectively referred to as the "Warrant Shares" and the price
payable for each of the Warrant Shares upon such exercise is
hereinafter referred to as the "Warrant Price".
1. Exercise of Warrant. This Warrant may be exercised, as a whole
at any one time or in part from time to time, during the Exercise
Period, by the Holder by the surrender of this Warrant (with the
subscription form at the end hereof duly executed by the Holder) at
the address set forth in Section 9 hereof, together with payment in
the manner hereinafter set forth, of an amount equal to the Warrant
Price in effect at the date of such exercise multiplied by the total
number of Warrant Shares to be purchased upon such exercise.
Payment for Warrant Shares shall be made by a cashier's or certified
check or money order, payable in New York Clearing House funds, to
the order of the Company. If this Warrant is exercised in part,
such exercise shall be for a whole number of Warrant Shares and the
Holder shall be entitled to receive a new Warrant covering the
<PAGE>
number of Warrant Shares in respect of which this Warrant has not
been exercised. Upon any exercise and surrender of this Warrant,
the Company (a) will issue and deliver to the Holder a certificate
or certificates in the name of the Holder for the largest whole
number of Warrant Shares to which the Holder shall be entitled and,
if this Warrant is exercised in whole, in lieu of any fractional
Warrant Share to which the Holder otherwise might be entitled, cash
in an amount equal to the fair value of such fractional share
(determined in such reasonable manner as the Board of Directors of
the Company shall determine), and (b) will deliver to the Holder
such other securities and properties which the Holder may be
entitled to receive upon such exercise, or the proportionate part
thereof if this Warrant is exercised in part, pursuant to the
provisions of this Warrant.
2. Reservation of Warrant Shares.
2.1 The Company covenants and agrees that all Warrant Shares
which may be acquired by the Holder under this Warrant
will, when issued and upon delivery, be duly and validly
authorized and issued, fully paid and nonassessable, and
free from all restrictions on the sale or transfer
thereof, except such restrictions as may be imposed under
applicable federal and state securities laws and
applicable exchange on which the Common Stock may be
listed, and free and clear of all preemptive rights.
2.2 The Company covenants and agrees that it will, at all
times, reserve and keep available an authorized number of
shares of its Common Stock and other applicable
securities sufficient to permit the exercise in full of
this Warrant; and, if at the time the number of
authorized but unissued shares of Common Stock shall not
be sufficient to effect the exercise of this Warrant, the
Company will take such corporate action at its next
annual meeting of stockholders as may be necessary to
increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for
such purpose, including, without limitation, engaging in
reasonable efforts to obtain the requisite stockholder
approval of any necessary amendment to its Certificate of
Incorporation.
3. Protection Against Dilution.
3.1 If, at any time or from time to time after the date of
this Warrant, the Company shall distribute pro rata to
all of the holders of its then outstanding shares of
Common Stock (a) securities, other than shares of Common
Stock or stock options, or (b) property, other than cash,
without payment therefor, then, and in each such case,
<PAGE>
the Holder, upon the exercise of this Warrant, shall be
entitled to receive the securities and property which the
Holder would hold on the date of such exercise if, on the
date of this Warrant, the Holder had been the holder of
record of the number of shares of the Common Stock
subscribed for upon such exercise and, during the period
from the date of this Warrant to and including the date
of such exercise, had retained such shares and the
securities and properties receivable by the Holder during
such period.
3.2 If, at any time or from time to time after the date of
this Warrant, the Company shall (a) pay a dividend on its
Common Stock in shares of Common Stock, (b) subdivide its
outstanding shares of Common Stock into a greater number
of shares, (c) combine its outstanding shares of Common
Stock into a smaller number of shares, or (d) issue by
reclassification of its Common Stock any shares of any
other class of capital stock of the Company, the number
of Warrant Shares and the Warrant Price in effect
immediately prior to such event shall be adjusted so
that, upon exercise of this Warrant, the Holder shall be
entitled to purchase under this Warrant, without
additional consideration therefor, the number of shares
of Common Stock or other capital stock of the Company
which he would have owned or been entitled to purchase
immediately following the happening of any of the events
described above in this subsection 3.2 had this Warrant
been exercised and the Holder become the holder of record
of the Warrant Shares purchased upon such exercise
immediately prior to the record date fixed for the
determination of stockholders entitled to receive such
dividend or distribution or the effective date of such
subdivision, combination or reclassification at a Warrant
Price equal to the aggregate consideration which the
Holder would have had to pay for such Warrant Shares
immediately prior to such event divided by the number of
Warrant Shares the Holder is entitled to receive
immediately after such event. An adjustment made
pursuant to this subsection 3.2 shall become effective
immediately after the record date in the case of a
dividend or distribution and shall become effective
immediately after the effective date in the case of a
subdivision, combination or reclassification. If, as a
result of an adjustment made pursuant to this subsection
3.2, the Holder of this Warrant thereafter surrendered
for exercise shall become entitled to receive shares of
two or more classes of capital stock or shares of Common
Stock and any other class of capital stock of the
company, the Board of Directors (whose determination
shall be conclusive and shall be described in a written
<PAGE>
notice to all holders of the Warrants promptly after such
adjustment) shall determine the allocation of the
adjusted Warrant Price between or among shares of such
classes of capital stock or shares of Common Stock and
such other class of capital stock.
3.3 In case of any consolidation or merger to which the
Company is a party, other than a merger or consolidation
in which the Company is the continuing or surviving
corporation, or in case of any sale or conveyance to
another entity of all or substantially all of the
property of the Company as an entirety or substantially
as an entirety, the Holder of this Warrant shall have the
right thereafter, upon exercise of this Warrant, to
receive the kind and amount of securities, cash or other
property which he would have owned or been entitled to
receive immediately after such consolidation, merger,
sale or conveyance had this Warrant been exercised
immediately prior to the effective date of such
consolidation, merger, sale or conveyance and in any such
case, if necessary, appropriate adjustment shall be made
in the application thereafter of the provisions of this
Section 3 with respect to the rights and interests of the
Holder of this Warrant to the end that the provisions of
this Section 3 thereafter shall be correspondingly
applicable, as nearly as may reasonably be, to such
securities and other property. Notice of any such
consolidation, merger, sale or conveyance, and of said
provisions so proposed to be made, shall be mailed to the
Holder not less than thirty (30) days prior to such
event. A sale of all, or substantially all, of the
assets of the Company for a consideration consisting
primarily of securities shall be deemed a consolidation
or merger for the foregoing purposes.
4. Fully Paid Stock; Taxes. The Company agrees that the shares
of the Common Stock represented by each and every certificate for
Warrant Shares delivered upon the exercise of this Warrant shall,
at the time of such delivery, be validly issued and outstanding,
fully paid and nonassessable, and not subject to preemptive rights,
and the Company will take all such actions as may be necessary to
assure that the par value or stated value, if any, per share of the
Common Stock is at all times equal to or less than the Warrant
Price. The Company further covenants and agrees that it will pay,
when due and payable, any and all federal and state stamp, original
issue or similar taxes which may be payable in respect of the
issuance of any Warrant Share or certificate therefor.
<PAGE>
5. Registration Under Securities Act of 1933.
5.1 Subject to the terms of this Section 5, if, at any time
during the Exercise Period, the Company receives a
written request from the Holder (whether or not the
Holder theretofore shall have exercised this Warrant in
whole or in part), and provided that (a) at the time of
such request the Holder is the owner of, and/or has the
right pursuant to this Warrant to purchase, Warrant
Shares representing at least fifty percent (50%) of the
total number of Warrant Shares, and (b) the Company has
not theretofore included within the coverage of a
Registration Statement filed by the Company with the
Securities and Exchange Commission ("Commission") under
the Securities Act of 1933, as amended (the "Act"), which
Registration Statement has been declared effective by the
Commission, at least fifty percent (50%) of the Warrant
Shares, the Company promptly shall prepare and file with
the Commission a Registration Statement under the Act
covering all of the Warrant Shares theretofore issued and
which thereafter may be issuable upon the exercise of
Warrants (provided, that the audited financial statements
to be included in such Registration Statement shall be
the year-end financial statements customarily included in
the Company's Annual Report on Form 10-K under the
Securities Exchange Act of 1934 (the "Exchange Act"), and
provided further, that, if the request for registration
is received within three (3) months prior to the
commencement of a fiscal year of the Company, the Company
may delay the preparation and filing of such Registration
Statement for a period of not more than ninety (90) days
following the commencement of such fiscal year in order
to prepare and include in such Registration Statement
audited financial statements for the immediately
preceding fiscal year), shall use its reasonable efforts
to cause such Registration Statement to become effective
and to remain effective and current with respect to the
Warrant Shares for an aggregate period of one (1) year
(exclusive of any period during which the prospectus
included therein shall not meet the requirements of
Section 10 of the Act) and shall take all other action
necessary or appropriate to cause the prospectus included
therein to be available for the sale of Warrant Shares
from time to time during such period by the holders
thereof in ordinary brokerage transactions in the over-
the-counter market or on any national securities exchange
on which the Common Stock is then listed. The right to
demand the filing of a Registration Statement pursuant to
this subsection 5.1 shall be exercisable on one (1)
occasion only. The Holder's rights under this Section
5.1 shall expire and terminate at the earlier of (a) such
<PAGE>
time as the Holder shall receive from counsel for the
Company a written opinion of such counsel that the Holder
has the right, pursuant to Rule 144 promulgated under the
Act, to sell as of the date of such opinion, any portion
of the Warrant Shares then held and/or purchasable upon
the exercise of this Warrant by the Holder, or (b) upon
a Registration Statement being declared effective by the
Commission in which the Company has included at least
fifty percent (50%) of the Warrant Shares within the
coverage of such Registration Statement.
5.2 Whenever the Company includes Warrant Shares in a
Registration Statement, the Company shall (a) furnish the
Holder of Warrant Shares included in such Registration
Statement and each underwriter of such Warrant Shares
with such copies of a current prospectus, including the
preliminary prospectus, conforming to the requirements of
Section 10 of the Act (and such other documents as each
such Holder or each such underwriter may reasonably
request), as such Holder(s) and underwriter(s) may
reasonably require in order to effectuate the offer and
sale of the Warrant Shares included in such Registration
Statement; (b) use its reasonable efforts to register or
qualify such Warrant Shares under the blue sky laws (to
the extent applicable) of such jurisdiction or
jurisdictions which the Company deems appropriate or
necessary, provided, however, that the Company shall not
be obligated to register or qualify any Warrant Shares
under those "blue sky" securities laws which the Company
deems are unduly burdensome in connection with such
registration or qualification of Warrant Shares in such
state; and, (iii) take such other actions as may be
reasonably necessary or advisable to enable such
Holder(s) and such underwriters to consummate the sale or
distribution in such jurisdiction or jurisdictions in
which such Holder(s) shall have reasonably requested that
the Warrant Shares be sold; provided, however, that the
Company shall not be required to qualify as a foreign
corporation or broker-dealer in any jurisdiction or to
file a consent to service of process in any jurisdiction
in any action other than one arising out of the offering
or sale of the Warrant Shares.
5.3 The Company shall pay all expenses incurred in connection
with any registration of the Warrant Shares pursuant to
the provisions of this Section 5, except underwriting
discounts, brokerage commissions, and applicable
insurance and transfer taxes relating to the sale of the
Warrant Shares are to be paid by the Holder, and, should
the Holder elect to be separately represented by counsel,
<PAGE>
the fees and disbursements payable to such counsel for
the Holder shall be paid by the Holder.
5.4 In the event the Company includes any Warrant Shares in
a Registration Statement filed by the Company with the
Commission:
5.4.1 Except as otherwise provided in this Section
5.4, to the extent permitted by law, the
Company will indemnify and hold harmless the
Holder and each other entity or person, if any,
controlling the Holder within the meaning of
either Section 15 of the Act or Section 20 of
the Exchange Act (collectively, the
"Controlling Party"), against any losses,
claims, damages or liabilities to which the
Holder or the Controlling Party may become
subject under the Act, insofar as such losses,
claims, damage or liabilities (or actions in
respect thereof) arise out of, or are based on,
any untrue or alleged untrue statement of any
material fact contained in such Registration
Statement registering the Warrant Shares filed
by the Company with the Commission, including
any preliminary prospectus or final prospectus
contained therein or any amendments or
supplements thereto, or arise out of, or are
based upon, the omission or alleged omission to
state therein a material fact required to be
stated therein, or necessary to make the
statements therein not misleading or arise out
of any violation by the Company of any rule or
regulation promulgated under the Act applicable
to the Company and relating to action or
inaction required of the Company in connection
with any such registration; provided, however,
that the indemnity agreement contained in this
Section 5.4.1 shall not apply to amounts paid
in settlement of any such loss, claim, damage,
liability or action if such settlement is
effected without the consent of the Company
(which consent shall not be unreasonably
withheld) nor shall the Company be liable in
any such case for any such loss, claim, damage,
liability, or action to the extent that it
arises out of, or is based upon, any untrue
statement or alleged untrue statement or
omission or alleged omission made in connection
with such Registration Statement, preliminary
prospectus, final prospectus, or amendments or
supplements thereto, in reliance upon, and in
<PAGE>
conformity with, written information furnished
expressly for use in connection with such
Registration Statement by the Holder, any
underwriter or Controlling Party thereof.
5.4.2 Except as otherwise provided in this Section
5.4, to the extent permitted by law, the Holder
will indemnify and hold harmless the Company,
each of its directors, each of its officers who
have signed the Registration Statement that
includes Warrant Shares, each person, if any,
who controls the Company within the meaning of
the Act or the Exchange Act, and each agent for
the Company against any losses, claims,
damages, or liabilities to which the Company or
any such director, officer, controlling person,
agent, or underwriter may become subject under
the Act, insofar as such losses, claims,
damages or liabilities (or actions in respect
thereto) arise out of, or are based upon, any
untrue statement or alleged untrue statement of
a material fact contained in such Registration
Statement, including any preliminary prospectus
or final prospectus contained therein or any
amendments or supplements thereto, or arise out
of, or are based upon, the omission or alleged
omission to state therein a material fact
required to be stated therein or necessary to
make the statements therein not misleading, in
each case to the extent, but only to the
extent, that such untrue statement or omission
or alleged untrue statement or omission was
made in such Registration Statement,
preliminary or final prospectus or amendments
or supplements thereto, in reliance upon, and
in conformity with, written information
furnished by, or on behalf of, the Holder for
use in connection with such Registration
Statement; provided, however, that the
indemnity agreement contained in this section
5.4.2 shall not apply to amounts paid in
settlement of any such loss, claim, damage,
liability or action if such settlement is
effected without the consent of the Holder
(which consent shall not be unreasonably
withheld), and that the obligation of the
Holder hereunder shall be limited to an amount
equal to the proceeds to the Holder of Warrant
Shares sold pursuant thereto.
<PAGE>
5.4.3 Promptly after receipt by a person entitled to
indemnification pursuant to this Section 5.4
(an "Indemnified Party") of notice of the
commencement of any action, the Indemnified
Party will, if a claim in respect thereof is to
be made against the indemnifying party under
this Section 5.4, notify in writing the
indemnifying party of the commencement thereof,
but the omission so to notify the indemnifying
party will not relieve it from any liability
which it may have to the Indemnified Party
otherwise than under this Section. In case any
such claim or action is brought against an
Indemnified Party and it notifies the
indemnifying party of the commencement thereof,
the indemnifying party will be entitled to
participate in and, to the extent that it may
wish, jointly with any other indemnifying party
similarly notified, to assume the defense
thereof, subject to the provisions herein
stated, with counsel reasonably satisfactory to
the Indemnified Party, and after notice from
the indemnifying party to the Indemnified Party
of its election so to assume the defense
thereof, the indemnifying party will not be
liable to the Indemnified Party under this
Section 5.4 for any legal or other expenses
subsequently incurred by the Indemnified Party
in connection with the defense thereof. The
Indemnified Party shall have the right to
employ separate counsel in any such action and
to participate in the defense thereof, but the
fees and expenses of such counsel shall be paid
by the Indemnified Party, except that the
indemnifying party shall pay such reasonable
fees and expenses of such counsel only in the
event that (a) the employment of such counsel
has been specifically authorized in writing by
the indemnifying party and the indemnifying
party has agreed, in writing, to pay such fees
and expenses, or (b) the named parties to any
such action (including any impleaded parties)
include both the Indemnified Party or parties
and the indemnifying party and the Indemnified
Party has been advised by counsel for the
indemnifying party that there are defenses
available to it or them that the indemnifying
party or its counsel refuses to accept or
counsel for the indemnifying party reasonably
determines that there may be a conflict between
the position of the indemnifying party and the
<PAGE>
Indemnified Party in conducting the defense of
such action, then counsel for the Indemnified
Party (at the indemnifying party's expense)
shall be entitled to conduct only that part of
the Indemnified Party's or parties' defense
that counsel for the indemnifying party
declines to, or cannot, conduct because of the
foregoing reasons, it being understood,
however, that the indemnifying party or parties
shall not, in connection with any one such
action or separate, but substantially similar
or related actions in the same jurisdiction
arising out of the same general allegations or
circumstances, be liable for the reasonable
fees and expenses of more than one (1) separate
firm of attorneys for all such Indemnified
Party or parties.
6. Investment Representation and Transferability.
6.1 By acceptance hereof, the Holder represents and warrants
that this Warrant is being acquired, and all Warrant
Shares to be purchased upon the exercise of this Warrant
will be acquired, by the Holder solely for the account of
such Holder, and not with a view to the fractionalization
and distribution thereof, and will not be sold or
transferred except in accordance with the applicable
provisions of the Act and the rules and regulations of
the Commission promulgated thereunder. The Holder
covenants and agrees that this Warrant and the Warrant
Shares will not be sold or transferred except under cover
of a Registration Statement under the Act which the
Commission has declared effective and which is current
with respect to such Warrant and the Warrant Shares or
pursuant to an opinion of counsel reasonably satisfactory
to the Company that registration under the Act is not
required in connection with such sale or transfer. Any
Warrant Shares issued upon exercise of this Warrant shall
bear the following legend:
The securities represented by this certificate
have not been registered under the Securities
Act of 1933, as amended, and are restricted
securities within the meaning thereof. Such
securities may not be sold or transferred
except pursuant to a Registration Statement
under such Act which is effective and current
with respect to such securities or pursuant to
an opinion of counsel reasonably satisfactory
to the issuer of such securities that such sale
<PAGE>
or transfer is exempt from the registration
requirements of such Act.
6.2 The Holder agrees that the Company may refuse to permit
the sale, transfer or disposition of this Warrant or any
of the Warrant Shares unless there is in effect a
Registration Statement under the Act and any applicable
state securities law covering such transfer or the Holder
furnishes an opinion of counsel, reasonably satisfactory
to counsel for the Company, to the effect that such
registration is not required.
6.3 The Holder understands that under the Act, this Warrant
and the Warrant Shares must be held indefinitely unless
they are subsequently registered under the Act or unless
an exemption from such registration is available with
respect to any proposed transfer or disposition of the
Warrant or the Warrant Shares.
7. Loss, etc. of Warrant. Upon receipt of evidence satisfactory
to the Company of the loss, theft, destruction or mutilation of this
Warrant, and of indemnity reasonably satisfactory to the Company,
if lost, stolen or destroyed, and upon surrender and cancellation
of this Warrant, if mutilated, and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute
and deliver to the Holder a new Warrant of like date, tenor and
denomination.
8. Warrant Holder Not Shareholder. This Warrant shall not be
deemed to confer upon the Holder any right to vote or to consent to
or receive notice as a shareholder of the Company, as such, in
respect of any matters whatsoever, or any other rights or
liabilities as a shareholder, prior to the exercise hereof.
9. Notices. Except as otherwise specified herein to the contrary,
all notices, requests, demands and other communications required or
desired to be given hereunder shall only be effective if given in
writing, by hand or fax, by certified or registered mail, return
receipt requested, postage prepaid, or by U. S. Express Mail
service, or by private overnight mail service (e.g., Federal
Express). Any such notice shall be deemed to have been given (a)
on the business day actually received if given by hand or by fax,
(b) on the business day immediately subsequent to mailing, if sent
by U.S. Express Mail service or private overnight mail service, or
(c) five (5) business days following the mailing thereof, if mailed
by certified or registered mail, postage prepaid, return receipt
requested, and all such notices shall be sent to the following
addresses (or to such other address or addresses as a party may have
advised the other in the manner provided in this Section 9) to:
<PAGE>
If to the Company: Perma-Fix Environmental
Services, Inc.
1940 Northwest 67th Place
Gainesville, Florida 32606-1649
Attention: Dr. Louis F. Centofanti
Chief Executive Officer
Fax No.: (352) 373-0040
If to the Holder: J. P. Carey Enterprises, Inc.
3343 Peachtree Road, N.E., Suite 500
Atlanta, Georgia 30326
Attention: John C. Canouse
Fax No.: (404) 816-6268
10. Headings. The headings of this Warrant have been inserted as
a matter of convenience and shall not affect the construction
hereof.
11. Applicable Law. This Warrant shall be governed by, and
construed in accordance with, the laws of the State of Delaware,
without giving effect to the principles of conflicts of law thereof.
IN WITNESS WHEREOF, this Warrant has been signed by the
parties hereto this 16th day of September, 1996.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By
___________________________
Dr. Louis F. Centofanti
Chief Executive Officer
(the "Company")
J. P. CAREY ENTERPRISES, INC.
By
___________________________
Name:
_______________________
Title:
_______________________
(the "Holder")
BALL:\N-P\PESI\S-3\EXHIBIT4.8
<PAGE>
SUBSCRIPTION
The undersigned, ________________________, pursuant to the
provisions of the foregoing Warrant, hereby agrees to subscribe for
and purchase ____________________ shares of the Common Stock of
PERMA-FIX ENVIRONMENTAL SERVICES, INC., covered by said Warrant, and
makes payment therefor in full at the price per share provided by
said Warrant pursuant to the terms of said Warrant.
Dated:____________________ Signature_______________________
Address_________________________
ASSIGNMENT
FOR VALUE RECEIVED, _________________________________ hereby
sells, assigns and transfers unto _________________________________
the foregoing Warrant and all rights evidenced thereby, and does
irrevocably constitute and appoint _________________________,
attorney, to transfer said Warrant on the books of PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
Dated:____________________ Signature_______________________
Address_________________________
PARTIAL ASSIGNMENT
FOR VALUE RECEIVED, _________________________________ hereby
sells, assigns and transfers unto _________________________________
the right to purchase _________ shares of the Common Stock of PERMA-
FIX ENVIRONMENTAL SERVICES, INC. by the foregoing Warrant and all
rights evidenced thereby, and does irrevocably constitute and
appoint _________________________, attorney, to transfer that part
of said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES,
INC.
Dated:____________________ Signature_______________________
Address_________________________
BALL:\N-P\PESI\S-3\EXHIBIT4.8
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED
EXCEPT (i) UNDER COVER OF A REGISTRATION STATEMENT UNDER THE ACT
WHICH IS EFFECTIVE AND CURRENT WITH RESPECT TO THIS WARRANT OR SUCH
SHARES OF COMMON STOCK, AS THE CASE MAY BE, OR (ii) PURSUANT TO THE
WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO
THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH
RESPECT TO SUCH SALE OR TRANSFER.
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
Warrant for the Purchase of Shares of Common Stock
No. 2-9-96 100,000 shares of
September 16, 1996 Common Stock
FOR VALUE RECEIVED, PERMA-FIX ENVIRONMENTAL SERVICES, INC. (the
"Company"), a Delaware corporation, hereby certifies that J. P.
CAREY ENTERPRISES, INC., or any permitted assignee thereof (the
"Holder"), is entitled to purchase from the Company, at any time in
whole, or from time to time in part, during the period commencing
January 1, 1997, and ending at 5:00 p.m. Eastern Standard Time on
September 15, 1999 (the "Exercise Period"), up to one hundred
thousand (100,000) fully paid and nonassessable shares of common
stock, $.001 par value, of the Company (the "Common Stock"), at a
purchase price of $1.75 per share; provided, however, that the
number of shares of Common Stock to be issued and delivered by the
Company upon any exercise of this Warrant and the purchase price to
be paid for each such share shall be subject to adjustment from time
to time as hereinafter provided in this Warrant. This Warrant and
all warrants of like tenor which may be issued by the Company in
exchange or substitution for, or upon the transfer or partial
exercise of, this Warrant are hereinafter collectively referred to
as the "Warrants"; the shares of Common Stock issuable and issued
upon exercise of the Warrants are hereinafter collectively referred
to as the "Warrant Shares" and the price payable for each of the
Warrant Shares upon such exercise is hereinafter referred to as the
"Warrant Price".
1. Exercise of Warrant. This Warrant may be exercised, as a whole
at any one time or in part from time to time, during the Exercise
Period, by the Holder by the surrender of this Warrant (with the
subscription form at the end hereof duly executed by the Holder) at
the address set forth in Section 9 hereof, together with payment in
the manner hereinafter set forth, of an amount equal to the Warrant
Price in effect at the date of such exercise multiplied by the total
number of Warrant Shares to be purchased upon such exercise.
Payment for Warrant Shares shall be made by a cashier's or certified
check or money order, payable in New York Clearing House funds, to
the order of the Company. If this Warrant is exercised in part,
such exercise shall be for a whole number of Warrant Shares and the
Holder shall be entitled to receive a new Warrant covering the
<PAGE>
number of Warrant Shares in respect of which this Warrant has not
been exercised. Upon any exercise and surrender of this Warrant,
the Company (a) will issue and deliver to the Holder a certificate
or certificates in the name of the Holder for the largest whole
number of Warrant Shares to which the Holder shall be entitled and,
if this Warrant is exercised in whole, in lieu of any fractional
Warrant Share to which the Holder otherwise might be entitled, cash
in an amount equal to the fair value of such fractional share
(determined in such reasonable manner as the Board of Directors of
the Company shall determine), and (b) will deliver to the Holder
such other securities and properties which the Holder may be
entitled to receive upon such exercise, or the proportionate part
thereof if this Warrant is exercised in part, pursuant to the
provisions of this Warrant.
2. Reservation of Warrant Shares.
2.1 The Company covenants and agrees that all Warrant Shares
which may be acquired by the Holder under this Warrant
will, when issued and upon delivery, be duly and validly
authorized and issued, fully paid and nonassessable, and
free from all restrictions on the sale or transfer
thereof, except such restrictions as may be imposed under
applicable federal and state securities laws and
applicable exchange on which the Common Stock may be
listed, and free and clear of all preemptive rights.
2.2 The Company covenants and agrees that it will, at all
times, reserve and keep available an authorized number of
shares of its Common Stock and other applicable
securities sufficient to permit the exercise in full of
this Warrant; and, if at the time the number of
authorized but unissued shares of Common Stock shall not
be sufficient to effect the exercise of this Warrant, the
Company will take such corporate action at its next
annual meeting of stockholders as may be necessary to
increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for
such purpose, including, without limitation, engaging in
reasonable efforts to obtain the requisite stockholder
approval of any necessary amendment to its Certificate of
Incorporation.
3. Protection Against Dilution.
3.1 If, at any time or from time to time after the date of
this Warrant, the Company shall distribute pro rata to
all of the holders of its then outstanding shares of
Common Stock (a) securities, other than shares of Common
Stock or stock options, or (b) property, other than cash,
without payment therefor, then, and in each such case,
<PAGE>
the Holder, upon the exercise of this Warrant, shall be
entitled to receive the securities and property which the
Holder would hold on the date of such exercise if, on the
date of this Warrant, the Holder had been the holder of
record of the number of shares of the Common Stock
subscribed for upon such exercise and, during the period
from the date of this Warrant to and including the date
of such exercise, had retained such shares and the
securities and properties receivable by the Holder during
such period.
3.2 If, at any time or from time to time after the date of
this Warrant, the Company shall (a) pay a dividend on its
Common Stock in shares of Common Stock, (b) subdivide its
outstanding shares of Common Stock into a greater number
of shares, (c) combine its outstanding shares of Common
Stock into a smaller number of shares, or (d) issue by
reclassification of its Common Stock any shares of any
other class of capital stock of the Company, the number
of Warrant Shares and the Warrant Price in effect
immediately prior to such event shall be adjusted so
that, upon exercise of this Warrant, the Holder shall be
entitled to purchase under this Warrant, without
additional consideration therefor, the number of shares
of Common Stock or other capital stock of the Company
which he would have owned or been entitled to purchase
immediately following the happening of any of the events
described above in this subsection 3.2 had this Warrant
been exercised and the Holder become the holder of record
of the Warrant Shares purchased upon such exercise
immediately prior to the record date fixed for the
determination of stockholders entitled to receive such
dividend or distribution or the effective date of such
subdivision, combination or reclassification at a Warrant
Price equal to the aggregate consideration which the
Holder would have had to pay for such Warrant Shares
immediately prior to such event divided by the number of
Warrant Shares the Holder is entitled to receive
immediately after such event. An adjustment made
pursuant to this subsection 3.2 shall become effective
immediately after the record date in the case of a
dividend or distribution and shall become effective
immediately after the effective date in the case of a
subdivision, combination or reclassification. If, as a
result of an adjustment made pursuant to this subsection
3.2, the Holder of this Warrant thereafter surrendered
for exercise shall become entitled to receive shares of
two or more classes of capital stock or shares of Common
Stock and any other class of capital stock of the
company, the Board of Directors (whose determination
shall be conclusive and shall be described in a written
<PAGE>
notice to all holders of the Warrants promptly after such
adjustment) shall determine the allocation of the
adjusted Warrant Price between or among shares of such
classes of capital stock or shares of Common Stock and
such other class of capital stock.
3.3 In case of any consolidation or merger to which the
Company is a party, other than a merger or consolidation
in which the Company is the continuing or surviving
corporation, or in case of any sale or conveyance to
another entity of all or substantially all of the
property of the Company as an entirety or substantially
as an entirety, the Holder of this Warrant shall have the
right thereafter, upon exercise of this Warrant, to
receive the kind and amount of securities, cash or other
property which he would have owned or been entitled to
receive immediately after such consolidation, merger,
sale or conveyance had this Warrant been exercised
immediately prior to the effective date of such
consolidation, merger, sale or conveyance and in any such
case, if necessary, appropriate adjustment shall be made
in the application thereafter of the provisions of this
Section 3 with respect to the rights and interests of the
Holder of this Warrant to the end that the provisions of
this Section 3 thereafter shall be correspondingly
applicable, as nearly as may reasonably be, to such
securities and other property. Notice of any such
consolidation, merger, sale or conveyance, and of said
provisions so proposed to be made, shall be mailed to the
Holder not less than thirty (30) days prior to such
event. A sale of all, or substantially all, of the
assets of the Company for a consideration consisting
primarily of securities shall be deemed a consolidation
or merger for the foregoing purposes.
4. Fully Paid Stock; Taxes. The Company agrees that the shares
of the Common Stock represented by each and every certificate for
Warrant Shares delivered upon the exercise of this Warrant shall,
at the time of such delivery, be validly issued and outstanding,
fully paid and nonassessable, and not subject to preemptive rights,
and the Company will take all such actions as may be necessary to
assure that the par value or stated value, if any, per share of the
Common Stock is at all times equal to or less than the Warrant
Price. The Company further covenants and agrees that it will pay,
when due and payable, any and all federal and state stamp, original
issue or similar taxes which may be payable in respect of the
issuance of any Warrant Share or certificate therefor.
<PAGE>
5. Registration Under Securities Act of 1933.
5.1 Subject to the terms of this Section 5, if, at any time
during the Exercise Period, the Company receives a
written request from the Holder (whether or not the
Holder theretofore shall have exercised this Warrant in
whole or in part), and provided that (a) at the time of
such request the Holder is the owner of, and/or has the
right pursuant to this Warrant to purchase, Warrant
Shares representing at least fifty percent (50%) of the
total number of Warrant Shares, and (b) the Company has
not theretofore included within the coverage of a
Registration Statement filed by the Company with the
Securities and Exchange Commission ("Commission") under
the Securities Act of 1933, as amended (the "Act"), which
Registration Statement has been declared effective by the
Commission, at least fifty percent (50%) of the Warrant
Shares, the Company promptly shall prepare and file with
the Commission a Registration Statement under the Act
covering all of the Warrant Shares theretofore issued and
which thereafter may be issuable upon the exercise of
Warrants (provided, that the audited financial statements
to be included in such Registration Statement shall be
the year-end financial statements customarily included in
the Company's Annual Report on Form 10-K under the
Securities Exchange Act of 1934 (the "Exchange Act"), and
provided further, that, if the request for registration
is received within three (3) months prior to the
commencement of a fiscal year of the Company, the Company
may delay the preparation and filing of such Registration
Statement for a period of not more than ninety (90) days
following the commencement of such fiscal year in order
to prepare and include in such Registration Statement
audited financial statements for the immediately
preceding fiscal year), shall use its reasonable efforts
to cause such Registration Statement to become effective
and to remain effective and current with respect to the
Warrant Shares for an aggregate period of one (1) year
(exclusive of any period during which the prospectus
included therein shall not meet the requirements of
Section 10 of the Act) and shall take all other action
necessary or appropriate to cause the prospectus included
therein to be available for the sale of Warrant Shares
from time to time during such period by the holders
thereof in ordinary brokerage transactions in the over-
the-counter market or on any national securities exchange
on which the Common Stock is then listed. The right to
demand the filing of a Registration Statement pursuant to
this subsection 5.1 shall be exercisable on one (1)
occasion only. The Holder's rights under this Section
5.1 shall expire and terminate at the earlier of (a) such
<PAGE>
time as the Holder shall receive from counsel for the
Company a written opinion of such counsel that the Holder
has the right, pursuant to Rule 144 promulgated under the
Act, to sell as of the date of such opinion, any portion
of the Warrant Shares then held and/or purchasable upon
the exercise of this Warrant by the Holder, or (b) upon
a Registration Statement being declared effective by the
Commission in which the Company has included at least
fifty percent (50%) of the Warrant Shares within the
coverage of such Registration Statement.
5.2 Whenever the Company includes Warrant Shares in a
Registration Statement, the Company shall (a) furnish the
Holder of Warrant Shares included in such Registration
Statement and each underwriter of such Warrant Shares
with such copies of a current prospectus, including the
preliminary prospectus, conforming to the requirements of
Section 10 of the Act (and such other documents as each
such Holder or each such underwriter may reasonably
request), as such Holder(s) and underwriter(s) may
reasonably require in order to effectuate the offer and
sale of the Warrant Shares included in such Registration
Statement; (b) use its reasonable efforts to register or
qualify such Warrant Shares under the blue sky laws (to
the extent applicable) of such jurisdiction or
jurisdictions which the Company deems appropriate or
necessary, provided, however, that the Company shall not
be obligated to register or qualify any Warrant Shares
under those "blue sky" securities laws which the Company
deems are unduly burdensome in connection with such
registration or qualification of Warrant Shares in such
state; and, (iii) take such other actions as may be
reasonably necessary or advisable to enable such
Holder(s) and such underwriters to consummate the sale or
distribution in such jurisdiction or jurisdictions in
which such Holder(s) shall have reasonably requested that
the Warrant Shares be sold; provided, however, that the
Company shall not be required to qualify as a foreign
corporation or broker-dealer in any jurisdiction or to
file a consent to service of process in any jurisdiction
in any action other than one arising out of the offering
or sale of the Warrant Shares.
5.3 The Company shall pay all expenses incurred in connection
with any registration of the Warrant Shares pursuant to
the provisions of this Section 5, except underwriting
discounts, brokerage commissions, and applicable
insurance and transfer taxes relating to the sale of the
Warrant Shares are to be paid by the Holder, and, should
the Holder elect to be separately represented by counsel,
<PAGE>
the fees and disbursements payable to such counsel for
the Holder shall be paid by the Holder.
5.4 In the event the Company includes any Warrant Shares in
a Registration Statement filed by the Company with the
Commission:
5.4.1 Except as otherwise provided in this Section
5.4, to the extent permitted by law, the
Company will indemnify and hold harmless the
Holder and each other entity or person, if any,
controlling the Holder within the meaning of
either Section 15 of the Act or Section 20 of
the Exchange Act (collectively, the
"Controlling Party"), against any losses,
claims, damages or liabilities to which the
Holder or the Controlling Party may become
subject under the Act, insofar as such losses,
claims, damage or liabilities (or actions in
respect thereof) arise out of, or are based on,
any untrue or alleged untrue statement of any
material fact contained in such Registration
Statement registering the Warrant Shares filed
by the Company with the Commission, including
any preliminary prospectus or final prospectus
contained therein or any amendments or
supplements thereto, or arise out of, or are
based upon, the omission or alleged omission to
state therein a material fact required to be
stated therein, or necessary to make the
statements therein not misleading or arise out
of any violation by the Company of any rule or
regulation promulgated under the Act applicable
to the Company and relating to action or
inaction required of the Company in connection
with any such registration; provided, however,
that the indemnity agreement contained in this
Section 5.4.1 shall not apply to amounts paid
in settlement of any such loss, claim, damage,
liability or action if such settlement is
effected without the consent of the Company
(which consent shall not be unreasonably
withheld) nor shall the Company be liable in
any such case for any such loss, claim, damage,
liability, or action to the extent that it
arises out of, or is based upon, any untrue
statement or alleged untrue statement or
omission or alleged omission made in connection
with such Registration Statement, preliminary
prospectus, final prospectus, or amendments or
supplements thereto, in reliance upon, and in
<PAGE>
conformity with, written information furnished
expressly for use in connection with such
Registration Statement by the Holder, any
underwriter or Controlling Party thereof.
5.4.2 Except as otherwise provided in this Section
5.4, to the extent permitted by law, the Holder
will indemnify and hold harmless the Company,
each of its directors, each of its officers who
have signed the Registration Statement that
includes Warrant Shares, each person, if any,
who controls the Company within the meaning of
the Act or the Exchange Act, and each agent for
the Company against any losses, claims,
damages, or liabilities to which the Company or
any such director, officer, controlling person,
agent, or underwriter may become subject under
the Act, insofar as such losses, claims,
damages or liabilities (or actions in respect
thereto) arise out of, or are based upon, any
untrue statement or alleged untrue statement of
a material fact contained in such Registration
Statement, including any preliminary prospectus
or final prospectus contained therein or any
amendments or supplements thereto, or arise out
of, or are based upon, the omission or alleged
omission to state therein a material fact
required to be stated therein or necessary to
make the statements therein not misleading, in
each case to the extent, but only to the
extent, that such untrue statement or omission
or alleged untrue statement or omission was
made in such Registration Statement,
preliminary or final prospectus or amendments
or supplements thereto, in reliance upon, and
in conformity with, written information
furnished by, or on behalf of, the Holder for
use in connection with such Registration
Statement; provided, however, that the
indemnity agreement contained in this section
5.4.2 shall not apply to amounts paid in
settlement of any such loss, claim, damage,
liability or action if such settlement is
effected without the consent of the Holder
(which consent shall not be unreasonably
withheld), and that the obligation of the
Holder hereunder shall be limited to an amount
equal to the proceeds to the Holder of Warrant
Shares sold pursuant thereto.
<PAGE>
5.4.3 Promptly after receipt by a person entitled to
indemnification pursuant to this Section 5.4
(an "Indemnified Party") of notice of the
commencement of any action, the Indemnified
Party will, if a claim in respect thereof is to
be made against the indemnifying party under
this Section 5.4, notify in writing the
indemnifying party of the commencement thereof,
but the omission so to notify the indemnifying
party will not relieve it from any liability
which it may have to the Indemnified Party
otherwise than under this Section. In case any
such claim or action is brought against an
Indemnified Party and it notifies the
indemnifying party of the commencement thereof,
the indemnifying party will be entitled to
participate in and, to the extent that it may
wish, jointly with any other indemnifying party
similarly notified, to assume the defense
thereof, subject to the provisions herein
stated, with counsel reasonably satisfactory to
the Indemnified Party, and after notice from
the indemnifying party to the Indemnified Party
of its election so to assume the defense
thereof, the indemnifying party will not be
liable to the Indemnified Party under this
Section 5.4 for any legal or other expenses
subsequently incurred by the Indemnified Party
in connection with the defense thereof. The
Indemnified Party shall have the right to
employ separate counsel in any such action and
to participate in the defense thereof, but the
fees and expenses of such counsel shall be paid
by the Indemnified Party, except that the
indemnifying party shall pay such reasonable
fees and expenses of such counsel only in the
event that (a) the employment of such counsel
has been specifically authorized in writing by
the indemnifying party and the indemnifying
party has agreed, in writing, to pay such fees
and expenses, or (b) the named parties to any
such action (including any impleaded parties)
include both the Indemnified Party or parties
and the indemnifying party and the Indemnified
Party has been advised by counsel for the
indemnifying party that there are defenses
available to it or them that the indemnifying
party or its counsel refuses to accept or
counsel for the indemnifying party reasonably
determines that there may be a conflict between
the position of the indemnifying party and the
<PAGE>
Indemnified Party in conducting the defense of
such action, then counsel for the Indemnified
Party (at the indemnifying party's expense)
shall be entitled to conduct only that part of
the Indemnified Party's or parties' defense
that counsel for the indemnifying party
declines to, or cannot, conduct because of the
foregoing reasons, it being understood,
however, that the indemnifying party or parties
shall not, in connection with any one such
action or separate, but substantially similar
or related actions in the same jurisdiction
arising out of the same general allegations or
circumstances, be liable for the reasonable
fees and expenses of more than one (1) separate
firm of attorneys for all such Indemnified
Party or parties.
6. Investment Representation and Transferability.
6.1 By acceptance hereof, the Holder represents and warrants
that this Warrant is being acquired, and all Warrant
Shares to be purchased upon the exercise of this Warrant
will be acquired, by the Holder solely for the account of
such Holder, and not with a view to the fractionalization
and distribution thereof, and will not be sold or
transferred except in accordance with the applicable
provisions of the Act and the rules and regulations of
the Commission promulgated thereunder. The Holder
covenants and agrees that this Warrant and the Warrant
Shares will not be sold or transferred except under cover
of a Registration Statement under the Act which the
Commission has declared effective and which is current
with respect to such Warrant and the Warrant Shares or
pursuant to an opinion of counsel reasonably satisfactory
to the Company that registration under the Act is not
required in connection with such sale or transfer. Any
Warrant Shares issued upon exercise of this Warrant shall
bear the following legend:
The securities represented by this certificate
have not been registered under the Securities
Act of 1933, as amended, and are restricted
securities within the meaning thereof. Such
securities may not be sold or transferred
except pursuant to a Registration Statement
under such Act which is effective and current
with respect to such securities or pursuant to
an opinion of counsel reasonably satisfactory
to the issuer of such securities that such sale
<PAGE>
or transfer is exempt from the registration
requirements of such Act.
6.2 The Holder agrees that the Company may refuse to permit
the sale, transfer or disposition of this Warrant or any
of the Warrant Shares unless there is in effect a
Registration Statement under the Act and any applicable
state securities law covering such transfer or the Holder
furnishes an opinion of counsel, reasonably satisfactory
to counsel for the Company, to the effect that such
registration is not required.
6.3 The Holder understands that under the Act, this Warrant
and the Warrant Shares must be held indefinitely unless
they are subsequently registered under the Act or unless
an exemption from such registration is available with
respect to any proposed transfer or disposition of the
Warrant or the Warrant Shares.
7. Loss, etc. of Warrant. Upon receipt of evidence satisfactory
to the Company of the loss, theft, destruction or mutilation of this
Warrant, and of indemnity reasonably satisfactory to the Company,
if lost, stolen or destroyed, and upon surrender and cancellation
of this Warrant, if mutilated, and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute
and deliver to the Holder a new Warrant of like date, tenor and
denomination.
8. Warrant Holder Not Shareholder. This Warrant shall not be
deemed to confer upon the Holder any right to vote or to consent to
or receive notice as a shareholder of the Company, as such, in
respect of any matters whatsoever, or any other rights or
liabilities as a shareholder, prior to the exercise hereof.
9. Notices. Except as otherwise specified herein to the contrary,
all notices, requests, demands and other communications required or
desired to be given hereunder shall only be effective if given in
writing, by hand or fax, by certified or registered mail, return
receipt requested, postage prepaid, or by U. S. Express Mail
service, or by private overnight mail service (e.g., Federal
Express). Any such notice shall be deemed to have been given (a)
on the business day actually received if given by hand or by fax,
(b) on the business day immediately subsequent to mailing, if sent
by U.S. Express Mail service or private overnight mail service, or
(c) five (5) business days following the mailing thereof, if mailed
by certified or registered mail, postage prepaid, return receipt
requested, and all such notices shall be sent to the following
addresses (or to such other address or addresses as a party may have
advised the other in the manner provided in this Section 9) to:
<PAGE>
If to the Company: Perma-Fix Environmental
Services, Inc.
1940 Northwest 67th Place
Gainesville, Florida 32606-1649
Attention: Dr. Louis F. Centofanti
Chief Executive Officer
Fax No.: (352) 373-0040
If to the Holder: J. P. Carey Enterprises, Inc.
3343 Peachtree Road, N.E., Suite 500
Atlanta, Georgia 30326
Attention: John C. Canouse
Fax No.: (404) 816-6268
10. Headings. The headings of this Warrant have been inserted as
a matter of convenience and shall not affect the construction
hereof.
11. Applicable Law. This Warrant shall be governed by, and
construed in accordance with, the laws of the State of Delaware,
without giving effect to the principles of conflicts of law thereof.
IN WITNESS WHEREOF, this Warrant has been signed by the
parties hereto this 16th day of September, 1996.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By
______________________________
Dr. Louis F. Centofanti
Chief Executive Officer
(the "Company")
J. P. CAREY ENTERPRISES, INC.
By
______________________________
Name:
__________________________
Title:
_________________________
(the "Holder")
BALL:\N-P\PESI\S-3\EXHIBIT4.9
<PAGE>
SUBSCRIPTION
The undersigned, ________________________, pursuant to the
provisions of the foregoing Warrant, hereby agrees to subscribe for
and purchase ____________________ shares of the Common Stock of
PERMA-FIX ENVIRONMENTAL SERVICES, INC., covered by said Warrant, and
makes payment therefor in full at the price per share provided by
said Warrant pursuant to the terms of said Warrant.
Dated:____________________ Signature_______________________
Address_________________________
ASSIGNMENT
FOR VALUE RECEIVED, _________________________________ hereby
sells, assigns and transfers unto _________________________________
the foregoing Warrant and all rights evidenced thereby, and does
irrevocably constitute and appoint _________________________,
attorney, to transfer said Warrant on the books of PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
Dated:____________________ Signature_______________________
Address_________________________
PARTIAL ASSIGNMENT
FOR VALUE RECEIVED, _________________________________ hereby
sells, assigns and transfers unto _________________________________
the right to purchase _________ shares of the Common Stock of PERMA-
FIX ENVIRONMENTAL SERVICES, INC. by the foregoing Warrant and all
rights evidenced thereby, and does irrevocably constitute and
appoint _________________________, attorney, to transfer that part
of said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES,
INC.
Dated:____________________ Signature_______________________
Address_________________________
BALL:\N-P\PESI\S-3\EXHIBIT4.9
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED
EXCEPT (i) UNDER COVER OF A REGISTRATION STATEMENT UNDER THE ACT
WHICH IS EFFECTIVE AND CURRENT WITH RESPECT TO THIS WARRANT OR SUCH
SHARES OF COMMON STOCK, AS THE CASE MAY BE, OR (ii) PURSUANT TO THE
WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO
THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH
RESPECT TO SUCH SALE OR TRANSFER.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT ("FLORIDA ACT") AND ARE BEING
GRANTED AND SOLD IN RELIANCE UPON AN EXEMPTION CONTAINED IN SECTION
517.061 (11) THEREOF. THIS WARRANT AND THE SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE REOFFERED FOR SALE
OR RESOLD IN THE STATE OF FLORIDA UNLESS SUCH ARE REGISTERED OR THE
TRANSACTION IS EXEMPT UNDER THE FLORIDA ACT. ANY SALE MADE UNDER
THIS WARRANT TO A PERSON IN FLORIDA UNDER SUCH SUBSECTION IS
VOIDABLE AT THE OPTION OF SUCH PERSON WITHIN THREE (3) DAYS AFTER
THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PERSON TO THE
ISSUER OR ITS AGENT, OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF
THIS PRIVILEGE IS COMMUNICATED TO SUCH PERSON, WHICH EVER OCCURS
LATER.
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
Warrant for the Purchase of Shares of Common Stock
No. 3-9-96 450,000 shares of
September 16, 1996 Common Stock
FOR VALUE RECEIVED, PERMA-FIX ENVIRONMENTAL SERVICES, INC. (the
"Company"), a Delaware corporation, hereby certifies that J W
CHARLES FINANCIAL SERVICES, INC., or any permitted assignee thereof
(the "Holder"), is entitled to purchase from the Company, at any
time in whole, or from time to time in part, during the period
commencing January 1, 1997, and ending at 5:00 p.m. Eastern Standard
Time on December 31, 1999 (the "Exercise Period"), up to four
hundred fifty thousand (450,000) fully paid and nonassessable shares
of common stock, $.001 par value, of the Company (the "Common
Stock"), at a purchase price of $1.50 per share; provided, however,
that the number of shares of Common Stock to be issued and delivered
by the Company upon any exercise of this Warrant and the purchase
price to be paid for each such share shall be subject to adjustment
from time to time as hereinafter provided in this Warrant. This
Warrant and all warrants of like tenor which may be issued by the
Company in exchange or substitution for, or upon the transfer or
partial exercise of, this Warrant are hereinafter collectively
referred to as the "Warrants"; the shares of Common Stock issuable
and issued upon exercise of the Warrants are hereinafter
collectively referred to as the "Warrant Shares" and the price
<PAGE>
payable for each of the Warrant Shares upon such exercise is
hereinafter referred to as the "Warrant Price".
1. Exercise of Warrant. This Warrant may be exercised, as a whole
at any one time or in part from time to time, during the Exercise
Period, by the Holder by the surrender of this Warrant (with the
subscription form at the end hereof duly executed by the Holder) at
the address set forth in Section 9 hereof, together with payment in
the manner hereinafter set forth, of an amount equal to the Warrant
Price in effect at the date of such exercise multiplied by the total
number of Warrant Shares to be purchased upon such exercise.
Payment for Warrant Shares shall be made by a cashier's or certified
check or money order, payable in New York Clearing House funds, to
the order of the Company. If this Warrant is exercised in part,
such exercise shall be for a whole number of Warrant Shares and the
Holder shall be entitled to receive a new Warrant covering the
number of Warrant Shares in respect of which this Warrant has not
been exercised. Upon any exercise and surrender of this Warrant,
the Company (a) will issue and deliver to the Holder a certificate
or certificates in the name of the Holder for the largest whole
number of Warrant Shares to which the Holder shall be entitled and,
if this Warrant is exercised in whole, in lieu of any fractional
Warrant Share to which the Holder otherwise might be entitled, cash
in an amount equal to the fair value of such fractional share
(determined in such reasonable manner as the Board of Directors of
the Company shall determine), and (b) will deliver to the Holder
such other securities and properties which the Holder may be
entitled to receive upon such exercise, or the proportionate part
thereof if this Warrant is exercised in part, pursuant to the
provisions of this Warrant.
2. Reservation of Warrant Shares.
2.1 The Company covenants and agrees that all Warrant Shares
which may be acquired by the Holder under this Warrant
will, when issued and upon delivery, be duly and validly
authorized and issued, fully paid and nonassessable, and
free from all restrictions on the sale or transfer
thereof, except such restrictions as may be imposed under
applicable federal and state securities laws and
applicable exchange on which the Common Stock may be
listed, and free and clear of all preemptive rights.
2.2 The Company covenants and agrees that it will, at all
times, reserve and keep available an authorized number of
shares of its Common Stock and other applicable
securities sufficient to permit the exercise in full of
this Warrant; and, if at the time the number of
authorized but unissued shares of Common Stock shall not
be sufficient to effect the exercise of this Warrant, the
Company will take such corporate action at its next
<PAGE>
annual meeting of stockholders as may be necessary to
increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for
such purpose, including, without limitation, engaging in
reasonable efforts to obtain the requisite stockholder
approval of any necessary amendment to its Certificate of
Incorporation.
3. Protection Against Dilution.
3.1 If, at any time or from time to time after the date of
this Warrant, the Company shall distribute pro rata to
all of the holders of its then outstanding shares of
Common Stock (a) securities, other than shares of Common
Stock or stock options, or (b) property, other than cash,
without payment therefor, then, and in each such case,
the Holder, upon the exercise of this Warrant, shall be
entitled to receive the securities and property which the
Holder would hold on the date of such exercise if, on the
date of this Warrant, the Holder had been the holder of
record of the number of shares of the Common Stock
subscribed for upon such exercise and, during the period
from the date of this Warrant to and including the date
of such exercise, had retained such shares and the
securities and properties receivable by the Holder during
such period.
3.2 If, at any time or from time to time after the date of
this Warrant, the Company shall (a) pay a dividend on its
Common Stock in shares of Common Stock, (b) subdivide its
outstanding shares of Common Stock into a greater number
of shares, (c) combine its outstanding shares of Common
Stock into a smaller number of shares, or (d) issue by
reclassification of its Common Stock any shares of any
other class of capital stock of the Company, the number
of Warrant Shares and the Warrant Price in effect
immediately prior to such event shall be adjusted so
that, upon exercise of this Warrant, the Holder shall be
entitled to purchase under this Warrant, without
additional consideration therefor, the number of shares
of Common Stock or other capital stock of the Company
which he would have owned or been entitled to purchase
immediately following the happening of any of the events
described above in this subsection 3.2 had this Warrant
been exercised and the Holder become the holder of record
of the Warrant Shares purchased upon such exercise
immediately prior to the record date fixed for the
determination of stockholders entitled to receive such
dividend or distribution or the effective date of such
subdivision, combination or reclassification at a Warrant
Price equal to the aggregate consideration which the
<PAGE>
Holder would have had to pay for such Warrant Shares
immediately prior to such event divided by the number of
Warrant Shares the Holder is entitled to receive
immediately after such event. An adjustment made
pursuant to this subsection 3.2 shall become effective
immediately after the record date in the case of a
dividend or distribution and shall become effective
immediately after the effective date in the case of a
subdivision, combination or reclassification. If, as a
result of an adjustment made pursuant to this subsection
3.2, the Holder of this Warrant thereafter surrendered
for exercise shall become entitled to receive shares of
two or more classes of capital stock or shares of Common
Stock and any other class of capital stock of the
company, the Board of Directors (whose determination
shall be conclusive and shall be described in a written
notice to all holders of the Warrants promptly after such
adjustment) shall determine the allocation of the
adjusted Warrant Price between or among shares of such
classes of capital stock or shares of Common Stock and
such other class of capital stock.
3.3 In case of any consolidation or merger to which the
Company is a party, other than a merger or consolidation
in which the Company is the continuing or surviving
corporation, or in case of any sale or conveyance to
another entity of all or substantially all of the
property of the Company as an entirety or substantially
as an entirety, the Holder of this Warrant shall have the
right thereafter, upon exercise of this Warrant, to
receive the kind and amount of securities, cash or other
property which he would have owned or been entitled to
receive immediately after such consolidation, merger,
sale or conveyance had this Warrant been exercised
immediately prior to the effective date of such
consolidation, merger, sale or conveyance and in any such
case, if necessary, appropriate adjustment shall be made
in the application thereafter of the provisions of this
Section 3 with respect to the rights and interests of the
Holder of this Warrant to the end that the provisions of
this Section 3 thereafter shall be correspondingly
applicable, as nearly as may reasonably be, to such
securities and other property. Notice of any such
consolidation, merger, sale or conveyance, and of said
provisions so proposed to be made, shall be mailed to the
Holder not less than thirty (30) days prior to such
event. A sale of all, or substantially all, of the
assets of the Company for a consideration consisting
primarily of securities shall be deemed a consolidation
or merger for the foregoing purposes.
<PAGE>
4. Fully Paid Stock; Taxes. The Company agrees that the shares
of the Common Stock represented by each and every certificate for
Warrant Shares delivered upon the exercise of this Warrant shall,
at the time of such delivery, be validly issued and outstanding,
fully paid and nonassessable, and not subject to preemptive rights,
and the Company will take all such actions as may be necessary to
assure that the par value or stated value, if any, per share of the
Common Stock is at all times equal to or less than the Warrant
Price. The Company further covenants and agrees that it will pay,
when due and payable, any and all federal and state stamp, original
issue or similar taxes which may be payable in respect of the
issuance of any Warrant Share or certificate therefor.
5. Registration Under Securities Act of 1933.
5.1 Subject to the terms of this Section 5, if, at any time
during the Exercise Period, the Company receives a
written request from the Holder (whether or not the
Holder theretofore shall have exercised this Warrant in
whole or in part), and provided that (a) at the time of
such request the Holder is the owner of, and/or has the
right pursuant to this Warrant to purchase, Warrant
Shares representing at least fifty percent (50%) of the
total number of Warrant Shares, and (b) the Company has
not theretofore included within the coverage of a
Registration Statement filed by the Company with the
Securities and Exchange Commission ("Commission") under
the Securities Act of 1933, as amended (the "Act"), which
Registration Statement has been declared effective by the
Commission, at least fifty percent (50%) of the Warrant
Shares, the Company promptly shall prepare and file with
the Commission a Registration Statement under the Act
covering all of the Warrant Shares theretofore issued and
which thereafter may be issuable upon the exercise of
Warrants (provided, that the audited financial statements
to be included in such Registration Statement shall be
the year-end financial statements customarily included in
the Company's Annual Report on Form 10-K under the
Securities Exchange Act of 1934 (the "Exchange Act"), and
provided further, that, if the request for registration
is received within three (3) months prior to the
commencement of a fiscal year of the Company, the Company
may delay the preparation and filing of such Registration
Statement for a period of not more than ninety (90) days
following the commencement of such fiscal year in order
to prepare and include in such Registration Statement
audited financial statements for the immediately
preceding fiscal year), shall use its reasonable efforts
to cause such Registration Statement to become effective
and to remain effective and current with respect to the
Warrant Shares for an aggregate period of one (1) year
<PAGE>
(exclusive of any period during which the prospectus
included therein shall not meet the requirements of
Section 10 of the Act) and shall take all other action
necessary or appropriate to cause the prospectus included
therein to be available for the sale of Warrant Shares
from time to time during such period by the holders
thereof in ordinary brokerage transactions in the over-
the-counter market or on any national securities exchange
on which the Common Stock is then listed. The right to
demand the filing of a Registration Statement pursuant to
this subsection 5.1 shall be exercisable on one (1)
occasion only. The Holder's rights under this Section
5.1 shall expire and terminate at the earlier of (a) such
time as the Holder shall receive from counsel for the
Company a written opinion of such counsel that the Holder
has the right, pursuant to Rule 144 promulgated under the
Act, to sell as of the date of such opinion, any portion
of the Warrant Shares then held and/or purchasable upon
the exercise of this Warrant by the Holder, or (b) upon
a Registration Statement being declared effective by the
Commission in which the Company has included at least
fifty percent (50%) of the Warrant Shares within the
coverage of such Registration Statement.
5.2 Whenever the Company includes Warrant Shares in a
Registration Statement, the Company shall (a) furnish the
Holder of Warrant Shares included in such Registration
Statement and each underwriter of such Warrant Shares
with such copies of a current prospectus, including the
preliminary prospectus, conforming to the requirements of
Section 10 of the Act (and such other documents as each
such Holder or each such underwriter may reasonably
request), as such Holder(s) and underwriter(s) may
reasonably require in order to effectuate the offer and
sale of the Warrant Shares included in such Registration
Statement; (b) use its reasonable efforts to register or
qualify such Warrant Shares under the blue sky laws (to
the extent applicable) of such jurisdiction or
jurisdictions which the Company deems appropriate or
necessary, provided, however, that the Company shall not
be obligated to register or qualify any Warrant Shares
under those "blue sky" securities laws which the Company
deems are unduly burdensome in connection with such
registration or qualification of Warrant Shares in such
state; and, (iii) take such other actions as may be
reasonably necessary or advisable to enable such
Holder(s) and such underwriters to consummate the sale or
distribution in such jurisdiction or jurisdictions in
which such Holder(s) shall have reasonably requested that
the Warrant Shares be sold; provided, however, that the
Company shall not be required to qualify as a foreign
<PAGE>
corporation or broker-dealer in any jurisdiction or to
file a consent to service of process in any jurisdiction
in any action other than one arising out of the offering
or sale of the Warrant Shares.
5.3 The Company shall pay all expenses incurred in connection
with any registration of the Warrant Shares pursuant to
the provisions of this Section 5, except underwriting
discounts, brokerage commissions, and applicable
insurance and transfer taxes relating to the sale of the
Warrant Shares are to be paid by the Holder, and, should
the Holder elect to be separately represented by counsel,
the fees and disbursements payable to such counsel for
the Holder shall be paid by the Holder.
5.4 In the event the Company includes any Warrant Shares in
a Registration Statement filed by the Company with the
Commission:
5.4.1 Except as otherwise provided in this Section
5.4, to the extent permitted by law, the
Company will indemnify and hold harmless the
Holder and each other entity or person, if any,
controlling the Holder within the meaning of
either Section 15 of the Act or Section 20 of
the Exchange Act (collectively, the
"Controlling Party"), against any losses,
claims, damages or liabilities to which the
Holder or the Controlling Party may become
subject under the Act, insofar as such losses,
claims, damage or liabilities (or actions in
respect thereof) arise out of, or are based on,
any untrue or alleged untrue statement of any
material fact contained in such Registration
Statement registering the Warrant Shares filed
by the Company with the Commission, including
any preliminary prospectus or final prospectus
contained therein or any amendments or
supplements thereto, or arise out of, or are
based upon, the omission or alleged omission to
state therein a material fact required to be
stated therein, or necessary to make the
statements therein not misleading or arise out
of any violation by the Company of any rule or
regulation promulgated under the Act applicable
to the Company and relating to action or
inaction required of the Company in connection
with any such registration; provided, however,
that the indemnity agreement contained in this
Section 5.4.1 shall not apply to amounts paid
in settlement of any such loss, claim, damage,
<PAGE>
liability or action if such settlement is
effected without the consent of the Company
(which consent shall not be unreasonably
withheld) nor shall the Company be liable in
any such case for any such loss, claim, damage,
liability, or action to the extent that it
arises out of, or is based upon, any untrue
statement or alleged untrue statement or
omission or alleged omission made in connection
with such Registration Statement, preliminary
prospectus, final prospectus, or amendments or
supplements thereto, in reliance upon, and in
conformity with, written information furnished
expressly for use in connection with such
Registration Statement by the Holder, any
underwriter or Controlling Party thereof.
5.4.2 Except as otherwise provided in this Section
5.4, to the extent permitted by law, the Holder
will indemnify and hold harmless the Company,
each of its directors, each of its officers who
have signed the Registration Statement that
includes Warrant Shares, each person, if any,
who controls the Company within the meaning of
the Act or the Exchange Act, and each agent for
the Company against any losses, claims,
damages, or liabilities to which the Company or
any such director, officer, controlling person,
agent, or underwriter may become subject under
the Act, insofar as such losses, claims,
damages or liabilities (or actions in respect
thereto) arise out of, or are based upon, any
untrue statement or alleged untrue statement of
a material fact contained in such Registration
Statement, including any preliminary prospectus
or final prospectus contained therein or any
amendments or supplements thereto, or arise out
of, or are based upon, the omission or alleged
omission to state therein a material fact
required to be stated therein or necessary to
make the statements therein not misleading, in
each case to the extent, but only to the
extent, that such untrue statement or omission
or alleged untrue statement or omission was
made in such Registration Statement,
preliminary or final prospectus or amendments
or supplements thereto, in reliance upon, and
in conformity with, written information
furnished by, or on behalf of, the Holder for
use in connection with such Registration
Statement; provided, however, that the
<PAGE>
indemnity agreement contained in this section
5.4.2 shall not apply to amounts paid in
settlement of any such loss, claim, damage,
liability or action if such settlement is
effected without the consent of the Holder
(which consent shall not be unreasonably
withheld), and that the obligation of the
Holder hereunder shall be limited to an amount
equal to the proceeds to the Holder of Warrant
Shares sold pursuant thereto.
5.4.3 Promptly after receipt by a person entitled to
indemnification pursuant to this Section 5.4
(an "Indemnified Party") of notice of the
commencement of any action, the Indemnified
Party will, if a claim in respect thereof is to
be made against the indemnifying party under
this Section 5.4, notify in writing the
indemnifying party of the commencement thereof,
but the omission so to notify the indemnifying
party will not relieve it from any liability
which it may have to the Indemnified Party
otherwise than under this Section. In case any
such claim or action is brought against an
Indemnified Party and it notifies the
indemnifying party of the commencement thereof,
the indemnifying party will be entitled to
participate in and, to the extent that it may
wish, jointly with any other indemnifying party
similarly notified, to assume the defense
thereof, subject to the provisions herein
stated, with counsel reasonably satisfactory to
the Indemnified Party, and after notice from
the indemnifying party to the Indemnified Party
of its election so to assume the defense
thereof, the indemnifying party will not be
liable to the Indemnified Party under this
Section 5.4 for any legal or other expenses
subsequently incurred by the Indemnified Party
in connection with the defense thereof. The
Indemnified Party shall have the right to
employ separate counsel in any such action and
to participate in the defense thereof, but the
fees and expenses of such counsel shall be paid
by the Indemnified Party, except that the
indemnifying party shall pay such reasonable
fees and expenses of such counsel only in the
event that (a) the employment of such counsel
has been specifically authorized in writing by
the indemnifying party and the indemnifying
party has agreed, in writing, to pay such fees
<PAGE>
and expenses, or (b) the named parties to any
such action (including any impleaded parties)
include both the Indemnified Party or parties
and the indemnifying party and the Indemnified
Party has been advised by counsel for the
indemnifying party that there are defenses
available to it or them that the indemnifying
party or its counsel refuses to accept or
counsel for the indemnifying party reasonably
determines that there may be a conflict between
the position of the indemnifying party and the
Indemnified Party in conducting the defense of
such action, then counsel for the Indemnified
Party (at the indemnifying party's expense)
shall be entitled to conduct only that part of
the Indemnified Party's or parties' defense
that counsel for the indemnifying party
declines to, or cannot, conduct because of the
foregoing reasons, it being understood,
however, that the indemnifying party or parties
shall not, in connection with any one such
action or separate, but substantially similar
or related actions in the same jurisdiction
arising out of the same general allegations or
circumstances, be liable for the reasonable
fees and expenses of more than one (1) separate
firm of attorneys for all such Indemnified
Party or parties.
6. Investment Representation and Transferability.
6.1 By acceptance hereof, the Holder represents and warrants
that this Warrant is being acquired, and all Warrant
Shares to be purchased upon the exercise of this Warrant
will be acquired, by the Holder solely for the account of
such Holder, and not with a view to the fractionalization
and distribution thereof, and will not be sold or
transferred except in accordance with the applicable
provisions of the Act and the rules and regulations of
the Commission promulgated thereunder. The Holder
covenants and agrees that this Warrant and the Warrant
Shares will not be sold or transferred except under cover
of a Registration Statement under the Act which the
Commission has declared effective and the applicable
state securities laws and which is current with respect
to such Warrant and the Warrant Shares or pursuant to an
opinion of counsel reasonably satisfactory to the Company
that registration under the Act and the applicable state
securities laws is not required in connection with such
sale or transfer. Any Warrant Shares issued upon
exercise of this Warrant shall bear the following legend:
<PAGE>
The securities represented by this certificate
have not been registered under the Securities
Act of 1933, as amended, or any applicable
state securities laws, and are restricted
securities within the meaning thereof. Such
securities may not be sold or transferred
except pursuant to a Registration Statement
under such Act and applicable state securities
laws which is effective and current with
respect to such securities or pursuant to an
opinion of counsel reasonably satisfactory to
the issuer of such securities that such sale or
transfer is exempt from the registration
requirements of such Act and applicable state
securities laws.
6.2 The Holder agrees that the Company may refuse to permit
the sale, transfer or disposition of this Warrant or any
of the Warrant Shares unless there is in effect a
Registration Statement under the Act and any applicable
state securities law covering such transfer or the Holder
furnishes an opinion of counsel, reasonably satisfactory
to counsel for the Company, to the effect that such
registration is not required.
6.3 The Holder understands that under the Act, this Warrant
and the Warrant Shares must be held indefinitely unless
they are subsequently registered under the Act or unless
an exemption from such registration is available with
respect to any proposed transfer or disposition of the
Warrant or the Warrant Shares.
7. Loss, etc. of Warrant. Upon receipt of evidence satisfactory
to the Company of the loss, theft, destruction or mutilation of this
Warrant, and of indemnity reasonably satisfactory to the Company,
if lost, stolen or destroyed, and upon surrender and cancellation
of this Warrant, if mutilated, and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute
and deliver to the Holder a new Warrant of like date, tenor and
denomination.
8. Warrant Holder Not Shareholder. This Warrant shall not be
deemed to confer upon the Holder any right to vote or to consent to
or receive notice as a shareholder of the Company, as such, in
respect of any matters whatsoever, or any other rights or
liabilities as a shareholder, prior to the exercise hereof.
9. Notices. Except as otherwise specified herein to the contrary,
all notices, requests, demands and other communications required or
desired to be given hereunder shall only be effective if given in
writing, by hand or fax, by certified or registered mail, return
receipt requested, postage prepaid, or by U. S. Express Mail
service, or by private overnight mail service (e.g., Federal
Express). Any such notice shall be deemed to have been given (a)
on the business day actually received if given by hand or by fax,
(b) on the business day immediately subsequent to mailing, if sent
by U.S. Express Mail service or private overnight mail service, or
(c) five (5) business days following the mailing thereof, if mailed
by certified or registered mail, postage prepaid, return receipt
requested, and all such notices shall be sent to the following
addresses (or to such other address or addresses as a party may have
advised the other in the manner provided in this Section 9) to:
If to the Company: Perma-Fix Environmental
Services, Inc.
1940 Northwest 67th Place
Gainesville, Florida 32606-1649
Attention: Dr. Louis F. Centofanti
Chief Executive Officer
Fax No.: (352) 373-0040
If to the Holder: J W Charles Financial Services, Inc.
980 North Federal Highway, Suite 310
Boca Raton, Florida 33432
Attention: Mr. Joel Marks
Vice Chairman
Fax No.: (561) 338-2827
10. Headings. The headings of this Warrant have been inserted as
a matter of convenience and shall not affect the construction
hereof.
11. Applicable Law. This Warrant shall be governed by, and
construed in accordance with, the laws of the State of Delaware,
without giving effect to the principles of conflicts of law thereof.
<PAGE>
IN WITNESS WHEREOF, this Warrant has been signed by the
parties hereto this 16th day of September, 1996.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By
______________________________
Dr. Louis F. Centofanti
Chief Executive Officer
(the "Company")
J W CHARLES FINANCIAL
SERVICES, INC.
By
___________________________
Name:
_________________________
Title:
__________________________
(the "Holder")
BALL:\N-P\PESI\S-3\EXHIBIT4.10
<PAGE>
SUBSCRIPTION
The undersigned, ________________________, pursuant to the
provisions of the foregoing Warrant, hereby agrees to subscribe for
and purchase ____________________ shares of the Common Stock of
PERMA-FIX ENVIRONMENTAL SERVICES, INC., covered by said Warrant, and
makes payment therefor in full at the price per share provided by
said Warrant pursuant to the terms of said Warrant.
Dated:____________________ Signature_______________________
Address_________________________
ASSIGNMENT
FOR VALUE RECEIVED, _________________________________ hereby
sells, assigns and transfers unto _________________________________
the foregoing Warrant and all rights evidenced thereby, and does
irrevocably constitute and appoint _________________________,
attorney, to transfer said Warrant on the books of PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
Dated:____________________ Signature_______________________
Address_________________________
PARTIAL ASSIGNMENT
FOR VALUE RECEIVED, _________________________________ hereby
sells, assigns and transfers unto _________________________________
the right to purchase _________ shares of the Common Stock of PERMA-
FIX ENVIRONMENTAL SERVICES, INC. by the foregoing Warrant and all
rights evidenced thereby, and does irrevocably constitute and
appoint _________________________, attorney, to transfer that part
of said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES,
INC.
Dated:____________________ Signature_______________________
Address_________________________
BALL:\N-P\PESI\S-3\EXHIBIT4.10
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED
EXCEPT (i) UNDER COVER OF A REGISTRATION STATEMENT UNDER THE ACT
WHICH IS EFFECTIVE AND CURRENT WITH RESPECT TO THIS WARRANT OR SUCH
SHARES OF COMMON STOCK, AS THE CASE MAY BE, OR (ii) PURSUANT TO THE
WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO
THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH
RESPECT TO SUCH SALE OR TRANSFER.
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
Warrant for the Purchase of Shares of Common Stock
No. 4-9-96 75,000 shares of
September 16, 1996 Common Stock
FOR VALUE RECEIVED, PERMA-FIX ENVIRONMENTAL SERVICES, INC. (the
"Company"), a Delaware corporation, hereby certifies that SEARCH
GROUP CAPITAL, INC., or any permitted assignee thereof (the
"Holder"), is entitled to purchase from the Company, at any time in
whole, or from time to time in part, during the period commencing
January 1, 1997, and ending at 5:00 p.m. Eastern Standard Time on
September 15, 1999 (the "Exercise Period"), up to seventy-five
thousand (75,000) fully paid and nonassessable shares of common
stock, $.001 par value, of the Company (the "Common Stock"), at a
purchase price of $1.06 per share; provided, however, that the
number of shares of Common Stock to be issued and delivered by the
Company upon any exercise of this Warrant and the purchase price to
be paid for each such share shall be subject to adjustment from time
to time as hereinafter provided in this Warrant. This Warrant and
all warrants of like tenor which may be issued by the Company in
exchange or substitution for, or upon the transfer or partial
exercise of, this Warrant are hereinafter collectively referred to
as the "Warrants"; the shares of Common Stock issuable and issued
upon exercise of the Warrants are hereinafter collectively referred
to as the "Warrant Shares" and the price payable for each of the
Warrant Shares upon such exercise is hereinafter referred to as the
"Warrant Price".
1. Exercise of Warrant. This Warrant may be exercised, as a whole
at any one time or in part from time to time, during the Exercise
Period, by the Holder by the surrender of this Warrant (with the
subscription form at the end hereof duly executed by the Holder) at
the address set forth in Section 9 hereof, together with payment in
the manner hereinafter set forth, of an amount equal to the Warrant
Price in effect at the date of such exercise multiplied by the total
number of Warrant Shares to be purchased upon such exercise.
Payment for Warrant Shares shall be made by a cashier's or certified
check or money order, payable in New York Clearing House funds, to
the order of the Company. If this Warrant is exercised in part,
such exercise shall be for a whole number of Warrant Shares and the
Holder shall be entitled to receive a new Warrant covering the
<PAGE>
number of Warrant Shares in respect of which this Warrant has not
been exercised. Upon any exercise and surrender of this Warrant,
the Company (a) will issue and deliver to the Holder a certificate
or certificates in the name of the Holder for the largest whole
number of Warrant Shares to which the Holder shall be entitled and,
if this Warrant is exercised in whole, in lieu of any fractional
Warrant Share to which the Holder otherwise might be entitled, cash
in an amount equal to the fair value of such fractional share
(determined in such reasonable manner as the Board of Directors of
the Company shall determine), and (b) will deliver to the Holder
such other securities and properties which the Holder may be
entitled to receive upon such exercise, or the proportionate part
thereof if this Warrant is exercised in part, pursuant to the
provisions of this Warrant.
2. Reservation of Warrant Shares.
2.1 The Company covenants and agrees that all Warrant Shares
which may be acquired by the Holder under this Warrant
will, when issued and upon delivery, be duly and validly
authorized and issued, fully paid and nonassessable, and
free from all restrictions on the sale or transfer
thereof, except such restrictions as may be imposed under
applicable federal and state securities laws and
applicable exchange on which the Common Stock may be
listed, and free and clear of all preemptive rights.
2.2 The Company covenants and agrees that it will, at all
times, reserve and keep available an authorized number of
shares of its Common Stock and other applicable
securities sufficient to permit the exercise in full of
this Warrant; and, if at the time the number of
authorized but unissued shares of Common Stock shall not
be sufficient to effect the exercise of this Warrant, the
Company will take such corporate action at its next
annual meeting of stockholders as may be necessary to
increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for
such purpose, including, without limitation, engaging in
reasonable efforts to obtain the requisite stockholder
approval of any necessary amendment to its Certificate of
Incorporation.
3. Protection Against Dilution.
3.1 If, at any time or from time to time after the date of
this Warrant, the Company shall distribute pro rata to
all of the holders of its then outstanding shares of
Common Stock (a) securities, other than shares of Common
Stock or stock options, or (b) property, other than cash,
without payment therefor, then, and in each such case,
<PAGE>
the Holder, upon the exercise of this Warrant, shall be
entitled to receive the securities and property which the
Holder would hold on the date of such exercise if, on the
date of this Warrant, the Holder had been the holder of
record of the number of shares of the Common Stock
subscribed for upon such exercise and, during the period
from the date of this Warrant to and including the date
of such exercise, had retained such shares and the
securities and properties receivable by the Holder during
such period.
3.2 If, at any time or from time to time after the date of
this Warrant, the Company shall (a) pay a dividend on its
Common Stock in shares of Common Stock, (b) subdivide its
outstanding shares of Common Stock into a greater number
of shares, (c) combine its outstanding shares of Common
Stock into a smaller number of shares, or (d) issue by
reclassification of its Common Stock any shares of any
other class of capital stock of the Company, the number
of Warrant Shares and the Warrant Price in effect
immediately prior to such event shall be adjusted so
that, upon exercise of this Warrant, the Holder shall be
entitled to purchase under this Warrant, without
additional consideration therefor, the number of shares
of Common Stock or other capital stock of the Company
which he would have owned or been entitled to purchase
immediately following the happening of any of the events
described above in this subsection 3.2 had this Warrant
been exercised and the Holder become the holder of record
of the Warrant Shares purchased upon such exercise
immediately prior to the record date fixed for the
determination of stockholders entitled to receive such
dividend or distribution or the effective date of such
subdivision, combination or reclassification at a Warrant
Price equal to the aggregate consideration which the
Holder would have had to pay for such Warrant Shares
immediately prior to such event divided by the number of
Warrant Shares the Holder is entitled to receive
immediately after such event. An adjustment made
pursuant to this subsection 3.2 shall become effective
immediately after the record date in the case of a
dividend or distribution and shall become effective
immediately after the effective date in the case of a
subdivision, combination or reclassification. If, as a
result of an adjustment made pursuant to this subsection
3.2, the Holder of this Warrant thereafter surrendered
for exercise shall become entitled to receive shares of
two or more classes of capital stock or shares of Common
Stock and any other class of capital stock of the
company, the Board of Directors (whose determination
shall be conclusive and shall be described in a written
<PAGE>
notice to all holders of the Warrants promptly after such
adjustment) shall determine the allocation of the
adjusted Warrant Price between or among shares of such
classes of capital stock or shares of Common Stock and
such other class of capital stock.
3.3 In case of any consolidation or merger to which the
Company is a party, other than a merger or consolidation
in which the Company is the continuing or surviving
corporation, or in case of any sale or conveyance to
another entity of all or substantially all of the
property of the Company as an entirety or substantially
as an entirety, the Holder of this Warrant shall have the
right thereafter, upon exercise of this Warrant, to
receive the kind and amount of securities, cash or other
property which he would have owned or been entitled to
receive immediately after such consolidation, merger,
sale or conveyance had this Warrant been exercised
immediately prior to the effective date of such
consolidation, merger, sale or conveyance and in any such
case, if necessary, appropriate adjustment shall be made
in the application thereafter of the provisions of this
Section 3 with respect to the rights and interests of the
Holder of this Warrant to the end that the provisions of
this Section 3 thereafter shall be correspondingly
applicable, as nearly as may reasonably be, to such
securities and other property. Notice of any such
consolidation, merger, sale or conveyance, and of said
provisions so proposed to be made, shall be mailed to the
Holder not less than thirty (30) days prior to such
event. A sale of all, or substantially all, of the
assets of the Company for a consideration consisting
primarily of securities shall be deemed a consolidation
or merger for the foregoing purposes.
4. Fully Paid Stock; Taxes. The Company agrees that the shares
of the Common Stock represented by each and every certificate for
Warrant Shares delivered upon the exercise of this Warrant shall,
at the time of such delivery, be validly issued and outstanding,
fully paid and nonassessable, and not subject to preemptive rights,
and the Company will take all such actions as may be necessary to
assure that the par value or stated value, if any, per share of the
Common Stock is at all times equal to or less than the Warrant
Price. The Company further covenants and agrees that it will pay,
when due and payable, any and all federal and state stamp, original
issue or similar taxes which may be payable in respect of the
issuance of any Warrant Share or certificate therefor.
<PAGE>
5. Registration Under Securities Act of 1933.
5.1 Subject to the terms of this Section 5, if, at any time
during the Exercise Period, the Company receives a
written request from the Holder (whether or not the
Holder theretofore shall have exercised this Warrant in
whole or in part), and provided that (a) at the time of
such request the Holder is the owner of, and/or has the
right pursuant to this Warrant to purchase, Warrant
Shares representing at least fifty percent (50%) of the
total number of Warrant Shares, and (b) the Company has
not theretofore included within the coverage of a
Registration Statement filed by the Company with the
Securities and Exchange Commission ("Commission") under
the Securities Act of 1933, as amended (the "Act"), which
Registration Statement has been declared effective by the
Commission, at least fifty percent (50%) of the Warrant
Shares, the Company promptly shall prepare and file with
the Commission a Registration Statement under the Act
covering all of the Warrant Shares theretofore issued and
which thereafter may be issuable upon the exercise of
Warrants (provided, that the audited financial statements
to be included in such Registration Statement shall be
the year-end financial statements customarily included in
the Company's Annual Report on Form 10-K under the
Securities Exchange Act of 1934 (the "Exchange Act"), and
provided further, that, if the request for registration
is received within three (3) months prior to the
commencement of a fiscal year of the Company, the Company
may delay the preparation and filing of such Registration
Statement for a period of not more than ninety (90) days
following the commencement of such fiscal year in order
to prepare and include in such Registration Statement
audited financial statements for the immediately
preceding fiscal year), shall use its reasonable efforts
to cause such Registration Statement to become effective
and to remain effective and current with respect to the
Warrant Shares for an aggregate period of one (1) year
(exclusive of any period during which the prospectus
included therein shall not meet the requirements of
Section 10 of the Act) and shall take all other action
necessary or appropriate to cause the prospectus included
therein to be available for the sale of Warrant Shares
from time to time during such period by the holders
thereof in ordinary brokerage transactions in the over-
the-counter market or on any national securities exchange
on which the Common Stock is then listed. The right to
demand the filing of a Registration Statement pursuant to
this subsection 5.1 shall be exercisable on one (1)
occasion only. The Holder's rights under this Section
5.1 shall expire and terminate at the earlier of (a) such
<PAGE>
time as the Holder shall receive from counsel for the
Company a written opinion of such counsel that the Holder
has the right, pursuant to Rule 144 promulgated under the
Act, to sell as of the date of such opinion, any portion
of the Warrant Shares then held and/or purchasable upon
the exercise of this Warrant by the Holder, or (b) upon
a Registration Statement being declared effective by the
Commission in which the Company has included at least
fifty percent (50%) of the Warrant Shares within the
coverage of such Registration Statement.
5.2 Whenever the Company includes Warrant Shares in a
Registration Statement, the Company shall (a) furnish the
Holder of Warrant Shares included in such Registration
Statement and each underwriter of such Warrant Shares
with such copies of a current prospectus, including the
preliminary prospectus, conforming to the requirements of
Section 10 of the Act (and such other documents as each
such Holder or each such underwriter may reasonably
request), as such Holder(s) and underwriter(s) may
reasonably require in order to effectuate the offer and
sale of the Warrant Shares included in such Registration
Statement; (b) use its reasonable efforts to register or
qualify such Warrant Shares under the blue sky laws (to
the extent applicable) of such jurisdiction or
jurisdictions which the Company deems appropriate or
necessary, provided, however, that the Company shall not
be obligated to register or qualify any Warrant Shares
under those "blue sky" securities laws which the Company
deems are unduly burdensome in connection with such
registration or qualification of Warrant Shares in such
state; and, (iii) take such other actions as may be
reasonably necessary or advisable to enable such
Holder(s) and such underwriters to consummate the sale or
distribution in such jurisdiction or jurisdictions in
which such Holder(s) shall have reasonably requested that
the Warrant Shares be sold; provided, however, that the
Company shall not be required to qualify as a foreign
corporation or broker-dealer in any jurisdiction or to
file a consent to service of process in any jurisdiction
in any action other than one arising out of the offering
or sale of the Warrant Shares.
5.3 The Company shall pay all expenses incurred in connection
with any registration of the Warrant Shares pursuant to
the provisions of this Section 5, except underwriting
discounts, brokerage commissions, and applicable
insurance and transfer taxes relating to the sale of the
Warrant Shares are to be paid by the Holder, and, should
the Holder elect to be separately represented by counsel,
<PAGE>
the fees and disbursements payable to such counsel for
the Holder shall be paid by the Holder.
5.4 In the event the Company includes any Warrant Shares in
a Registration Statement filed by the Company with the
Commission:
5.4.1 Except as otherwise provided in this Section
5.4, to the extent permitted by law, the
Company will indemnify and hold harmless the
Holder and each other entity or person, if any,
controlling the Holder within the meaning of
either Section 15 of the Act or Section 20 of
the Exchange Act (collectively, the
"Controlling Party"), against any losses,
claims, damages or liabilities to which the
Holder or the Controlling Party may become
subject under the Act, insofar as such losses,
claims, damage or liabilities (or actions in
respect thereof) arise out of, or are based on,
any untrue or alleged untrue statement of any
material fact contained in such Registration
Statement registering the Warrant Shares filed
by the Company with the Commission, including
any preliminary prospectus or final prospectus
contained therein or any amendments or
supplements thereto, or arise out of, or are
based upon, the omission or alleged omission to
state therein a material fact required to be
stated therein, or necessary to make the
statements therein not misleading or arise out
of any violation by the Company of any rule or
regulation promulgated under the Act applicable
to the Company and relating to action or
inaction required of the Company in connection
with any such registration; provided, however,
that the indemnity agreement contained in this
Section 5.4.1 shall not apply to amounts paid
in settlement of any such loss, claim, damage,
liability or action if such settlement is
effected without the consent of the Company
(which consent shall not be unreasonably
withheld) nor shall the Company be liable in
any such case for any such loss, claim, damage,
liability, or action to the extent that it
arises out of, or is based upon, any untrue
statement or alleged untrue statement or
omission or alleged omission made in connection
with such Registration Statement, preliminary
prospectus, final prospectus, or amendments or
supplements thereto, in reliance upon, and in
<PAGE>
conformity with, written information furnished
expressly for use in connection with such
Registration Statement by the Holder, any
underwriter or Controlling Party thereof.
5.4.2 Except as otherwise provided in this Section
5.4, to the extent permitted by law, the Holder
will indemnify and hold harmless the Company,
each of its directors, each of its officers who
have signed the Registration Statement that
includes Warrant Shares, each person, if any,
who controls the Company within the meaning of
the Act or the Exchange Act, and each agent for
the Company against any losses, claims,
damages, or liabilities to which the Company or
any such director, officer, controlling person,
agent, or underwriter may become subject under
the Act, insofar as such losses, claims,
damages or liabilities (or actions in respect
thereto) arise out of, or are based upon, any
untrue statement or alleged untrue statement of
a material fact contained in such Registration
Statement, including any preliminary prospectus
or final prospectus contained therein or any
amendments or supplements thereto, or arise out
of, or are based upon, the omission or alleged
omission to state therein a material fact
required to be stated therein or necessary to
make the statements therein not misleading, in
each case to the extent, but only to the
extent, that such untrue statement or omission
or alleged untrue statement or omission was
made in such Registration Statement,
preliminary or final prospectus or amendments
or supplements thereto, in reliance upon, and
in conformity with, written information
furnished by, or on behalf of, the Holder for
use in connection with such Registration
Statement; provided, however, that the
indemnity agreement contained in this section
5.4.2 shall not apply to amounts paid in
settlement of any such loss, claim, damage,
liability or action if such settlement is
effected without the consent of the Holder
(which consent shall not be unreasonably
withheld), and that the obligation of the
Holder hereunder shall be limited to an amount
equal to the proceeds to the Holder of Warrant
Shares sold pursuant thereto.
<PAGE>
5.4.3 Promptly after receipt by a person entitled to
indemnification pursuant to this Section 5.4
(an "Indemnified Party") of notice of the
commencement of any action, the Indemnified
Party will, if a claim in respect thereof is to
be made against the indemnifying party under
this Section 5.4, notify in writing the
indemnifying party of the commencement thereof,
but the omission so to notify the indemnifying
party will not relieve it from any liability
which it may have to the Indemnified Party
otherwise than under this Section. In case any
such claim or action is brought against an
Indemnified Party and it notifies the
indemnifying party of the commencement thereof,
the indemnifying party will be entitled to
participate in and, to the extent that it may
wish, jointly with any other indemnifying party
similarly notified, to assume the defense
thereof, subject to the provisions herein
stated, with counsel reasonably satisfactory to
the Indemnified Party, and after notice from
the indemnifying party to the Indemnified Party
of its election so to assume the defense
thereof, the indemnifying party will not be
liable to the Indemnified Party under this
Section 5.4 for any legal or other expenses
subsequently incurred by the Indemnified Party
in connection with the defense thereof. The
Indemnified Party shall have the right to
employ separate counsel in any such action and
to participate in the defense thereof, but the
fees and expenses of such counsel shall be paid
by the Indemnified Party, except that the
indemnifying party shall pay such reasonable
fees and expenses of such counsel only in the
event that (a) the employment of such counsel
has been specifically authorized in writing by
the indemnifying party and the indemnifying
party has agreed, in writing, to pay such fees
and expenses, or (b) the named parties to any
such action (including any impleaded parties)
include both the Indemnified Party or parties
and the indemnifying party and the Indemnified
Party has been advised by counsel for the
indemnifying party that there are defenses
available to it or them that the indemnifying
party or its counsel refuses to accept or
counsel for the indemnifying party reasonably
determines that there may be a conflict between
the position of the indemnifying party and the
<PAGE>
Indemnified Party in conducting the defense of
such action, then counsel for the Indemnified
Party (at the indemnifying party's expense)
shall be entitled to conduct only that part of
the Indemnified Party's or parties' defense
that counsel for the indemnifying party
declines to, or cannot, conduct because of the
foregoing reasons, it being understood,
however, that the indemnifying party or parties
shall not, in connection with any one such
action or separate, but substantially similar
or related actions in the same jurisdiction
arising out of the same general allegations or
circumstances, be liable for the reasonable
fees and expenses of more than one (1) separate
firm of attorneys for all such Indemnified
Party or parties.
6. Investment Representation and Transferability.
6.1 By acceptance hereof, the Holder represents and warrants
that this Warrant is being acquired, and all Warrant
Shares to be purchased upon the exercise of this Warrant
will be acquired, by the Holder solely for the account of
such Holder, and not with a view to the fractionalization
and distribution thereof, and will not be sold or
transferred except in accordance with the applicable
provisions of the Act and the rules and regulations of
the Commission promulgated thereunder. The Holder
covenants and agrees that this Warrant and the Warrant
Shares will not be sold or transferred except under cover
of a Registration Statement under the Act which the
Commission has declared effective and which is current
with respect to such Warrant and the Warrant Shares or
pursuant to an opinion of counsel reasonably satisfactory
to the Company that registration under the Act is not
required in connection with such sale or transfer. Any
Warrant Shares issued upon exercise of this Warrant shall
bear the following legend:
The securities represented by this certificate
have not been registered under the Securities
Act of 1933, as amended, and are restricted
securities within the meaning thereof. Such
securities may not be sold or transferred
except pursuant to a Registration Statement
under such Act which is effective and current
with respect to such securities or pursuant to
an opinion of counsel reasonably satisfactory
to the issuer of such securities that such sale
<PAGE>
or transfer is exempt from the registration
requirements of such Act.
6.2 The Holder agrees that the Company may refuse to permit
the sale, transfer or disposition of this Warrant or any
of the Warrant Shares unless there is in effect a
Registration Statement under the Act and any applicable
state securities law covering such transfer or the Holder
furnishes an opinion of counsel, reasonably satisfactory
to counsel for the Company, to the effect that such
registration is not required.
6.3 The Holder understands that under the Act, this Warrant
and the Warrant Shares must be held indefinitely unless
they are subsequently registered under the Act or unless
an exemption from such registration is available with
respect to any proposed transfer or disposition of the
Warrant or the Warrant Shares.
7. Loss, etc. of Warrant. Upon receipt of evidence satisfactory
to the Company of the loss, theft, destruction or mutilation of this
Warrant, and of indemnity reasonably satisfactory to the Company,
if lost, stolen or destroyed, and upon surrender and cancellation
of this Warrant, if mutilated, and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute
and deliver to the Holder a new Warrant of like date, tenor and
denomination.
8. Warrant Holder Not Shareholder. This Warrant shall not be
deemed to confer upon the Holder any right to vote or to consent to
or receive notice as a shareholder of the Company, as such, in
respect of any matters whatsoever, or any other rights or
liabilities as a shareholder, prior to the exercise hereof.
9. Notices. Except as otherwise specified herein to the contrary,
all notices, requests, demands and other communications required or
desired to be given hereunder shall only be effective if given in
writing, by hand or fax, by certified or registered mail, return
receipt requested, postage prepaid, or by U. S. Express Mail
service, or by private overnight mail service (e.g., Federal
Express). Any such notice shall be deemed to have been given (a)
on the business day actually received if given by hand or by fax,
(b) on the business day immediately subsequent to mailing, if sent
by U.S. Express Mail service or private overnight mail service, or
(c) five (5) business days following the mailing thereof, if mailed
by certified or registered mail, postage prepaid, return receipt
requested, and all such notices shall be sent to the following
addresses (or to such other address or addresses as a party may have
advised the other in the manner provided in this Section 9) to:
<PAGE>
If to the Company: Perma-Fix Environmental
Services, Inc.
1940 Northwest 67th Place
Gainesville, Florida 32606-1649
Attention: Dr. Louis F. Centofanti
Chief Executive Officer
Fax No.: (352) 373-0040
If to the Holder: Search Group Capital, Inc.
3131 Piedmont Road, Suite 205
Atlanta, Georgia 30305
Attention: R. Keith Fetter
Fax No.: (404) 233-0440
10. Headings. The headings of this Warrant have been inserted as
a matter of convenience and shall not affect the construction
hereof.
11. Applicable Law. This Warrant shall be governed by, and
construed in accordance with, the laws of the State of Delaware,
without giving effect to the principles of conflicts of law thereof.
IN WITNESS WHEREOF, this Warrant has been signed by the parties
hereto this 16th day of September, 1996.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By
______________________________
Dr. Louis F. Centofanti
Chief Executive Officer
(the "Company")
SEARCH GROUP CAPITAL, INC.
By
______________________________
R. Keith Fetter
President
(the "Holder")
BALL:\N-P\PESI\S-3\EXHIBIT4.11
<PAGE>
SUBSCRIPTION
The undersigned, ________________________, pursuant to the
provisions of the foregoing Warrant, hereby agrees to subscribe for
and purchase ____________________ shares of the Common Stock of
PERMA-FIX ENVIRONMENTAL SERVICES, INC., covered by said Warrant, and
makes payment therefor in full at the price per share provided by
said Warrant pursuant to the terms of said Warrant.
Dated:____________________ Signature_______________________
Address_________________________
ASSIGNMENT
FOR VALUE RECEIVED, _________________________________ hereby
sells, assigns and transfers unto _________________________________
the foregoing Warrant and all rights evidenced thereby, and does
irrevocably constitute and appoint _________________________,
attorney, to transfer said Warrant on the books of PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
Dated:____________________ Signature______________________
Address_________________________
PARTIAL ASSIGNMENT
FOR VALUE RECEIVED, _________________________________ hereby
sells, assigns and transfers unto _________________________________
the right to purchase _________ shares of the Common Stock of PERMA-
FIX ENVIRONMENTAL SERVICES, INC. by the foregoing Warrant and all
rights evidenced thereby, and does irrevocably constitute and
appoint _________________________, attorney, to transfer that part
of said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES,
INC.
Dated:____________________ Signature_______________________
Address_________________________
BALL:\N-P\PESI\S-3\EXHIBIT4.11
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED
EXCEPT (i) UNDER COVER OF A REGISTRATION STATEMENT UNDER THE ACT
WHICH IS EFFECTIVE AND CURRENT WITH RESPECT TO THIS WARRANT OR SUCH
SHARES OF COMMON STOCK, AS THE CASE MAY BE, OR (ii) PURSUANT TO THE
WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO
THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH
RESPECT TO SUCH SALE OR TRANSFER.
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
Warrant for the Purchase of Shares of Common Stock
No. 5-9-96 50,000 shares of
September 16, 1996 Common Stock
FOR VALUE RECEIVED, PERMA-FIX ENVIRONMENTAL SERVICES, INC. (the
"Company"), a Delaware corporation, hereby certifies that SEARCH
GROUP CAPITAL, INC., or any permitted assignee thereof (the
"Holder"), is entitled to purchase from the Company, at any time in
whole, or from time to time in part, during the period commencing
January 1, 1997, and ending at 5:00 p.m. Eastern Standard Time on
September 15, 1999 (the "Exercise Period"), up to fifty thousand
(50,000) fully paid and nonassessable shares of common stock, $.001
par value, of the Company (the "Common Stock"), at a purchase price
of $1.50 per share; provided, however, that the number of shares of
Common Stock to be issued and delivered by the Company upon any
exercise of this Warrant and the purchase price to be paid for each
such share shall be subject to adjustment from time to time as
hereinafter provided in this Warrant. This Warrant and all warrants
of like tenor which may be issued by the Company in exchange or
substitution for, or upon the transfer or partial exercise of, this
Warrant are hereinafter collectively referred to as the "Warrants";
the shares of Common Stock issuable and issued upon exercise of the
Warrants are hereinafter collectively referred to as the "Warrant
Shares" and the price payable for each of the Warrant Shares upon
such exercise is hereinafter referred to as the "Warrant Price".
1. Exercise of Warrant. This Warrant may be exercised, as a whole
at any one time or in part from time to time, during the Exercise
Period, by the Holder by the surrender of this Warrant (with the
subscription form at the end hereof duly executed by the Holder) at
the address set forth in Section 9 hereof, together with payment in
the manner hereinafter set forth, of an amount equal to the Warrant
Price in effect at the date of such exercise multiplied by the total
number of Warrant Shares to be purchased upon such exercise.
<PAGE>
Payment for Warrant Shares shall be made by a cashier's or certified
check or money order, payable in New York Clearing House funds, to
the order of the Company. If this Warrant is exercised in part,
such exercise shall be for a whole number of Warrant Shares and the
Holder shall be entitled to receive a new Warrant covering the
number of Warrant Shares in respect of which this Warrant has not
been exercised. Upon any exercise and surrender of this Warrant,
the Company (a) will issue and deliver to the Holder a certificate
or certificates in the name of the Holder for the largest whole
number of Warrant Shares to which the Holder shall be entitled and,
if this Warrant is exercised in whole, in lieu of any fractional
Warrant Share to which the Holder otherwise might be entitled, cash
in an amount equal to the fair value of such fractional share
(determined in such reasonable manner as the Board of Directors of
the Company shall determine), and (b) will deliver to the Holder
such other securities and properties which the Holder may be
entitled to receive upon such exercise, or the proportionate part
thereof if this Warrant is exercised in part, pursuant to the
provisions of this Warrant.
2. Reservation of Warrant Shares.
2.1 The Company covenants and agrees that all Warrant Shares
which may be acquired by the Holder under this Warrant
will, when issued and upon delivery, be duly and validly
authorized and issued, fully paid and nonassessable, and
free from all restrictions on the sale or transfer
thereof, except such restrictions as may be imposed under
applicable federal and state securities laws and
applicable exchange on which the Common Stock may be
listed, and free and clear of all preemptive rights.
2.2 The Company covenants and agrees that it will, at all
times, reserve and keep available an authorized number of
shares of its Common Stock and other applicable
securities sufficient to permit the exercise in full of
this Warrant; and, if at the time the number of
authorized but unissued shares of Common Stock shall not
be sufficient to effect the exercise of this Warrant, the
Company will take such corporate action at its next
annual meeting of stockholders as may be necessary to
increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for
such purpose, including, without limitation, engaging in
reasonable efforts to obtain the requisite stockholder
approval of any necessary amendment to its Certificate of
Incorporation.
3. Protection Against Dilution.
3.1 If, at any time or from time to time after the date of
this Warrant, the Company shall distribute pro rata to
all of the holders of its then outstanding shares of
Common Stock (a) securities, other than shares of Common
Stock or stock options, or (b) property, other than cash,
without payment therefor, then, and in each such case,
the Holder, upon the exercise of this Warrant, shall be
<PAGE>
entitled to receive the securities and property which the
Holder would hold on the date of such exercise if, on the
date of this Warrant, the Holder had been the holder of
record of the number of shares of the Common Stock
subscribed for upon such exercise and, during the period
from the date of this Warrant to and including the date
of such exercise, had retained such shares and the
securities and properties receivable by the Holder during
such period.
3.2 If, at any time or from time to time after the date of
this Warrant, the Company shall (a) pay a dividend on its
Common Stock in shares of Common Stock, (b) subdivide its
outstanding shares of Common Stock into a greater number
of shares, (c) combine its outstanding shares of Common
Stock into a smaller number of shares, or (d) issue by
reclassification of its Common Stock any shares of any
other class of capital stock of the Company, the number
of Warrant Shares and the Warrant Price in effect
immediately prior to such event shall be adjusted so
that, upon exercise of this Warrant, the Holder shall be
entitled to purchase under this Warrant, without
additional consideration therefor, the number of shares
of Common Stock or other capital stock of the Company
which he would have owned or been entitled to purchase
immediately following the happening of any of the events
described above in this subsection 3.2 had this Warrant
been exercised and the Holder become the holder of record
of the Warrant Shares purchased upon such exercise
immediately prior to the record date fixed for the
determination of stockholders entitled to receive such
dividend or distribution or the effective date of such
subdivision, combination or reclassification at a Warrant
Price equal to the aggregate consideration which the
Holder would have had to pay for such Warrant Shares
immediately prior to such event divided by the number of
Warrant Shares the Holder is entitled to receive
immediately after such event. An adjustment made
pursuant to this subsection 3.2 shall become effective
immediately after the record date in the case of a
dividend or distribution and shall become effective
immediately after the effective date in the case of a
subdivision, combination or reclassification. If, as a
result of an adjustment made pursuant to this subsection
3.2, the Holder of this Warrant thereafter surrendered
for exercise shall become entitled to receive shares of
two or more classes of capital stock or shares of Common
Stock and any other class of capital stock of the
company, the Board of Directors (whose determination
shall be conclusive and shall be described in a written
notice to all holders of the Warrants promptly after such
<PAGE>
adjustment) shall determine the allocation of the
adjusted Warrant Price between or among shares of such
classes of capital stock or shares of Common Stock and
such other class of capital stock.
3.3 In case of any consolidation or merger to which the
Company is a party, other than a merger or consolidation
in which the Company is the continuing or surviving
corporation, or in case of any sale or conveyance to
another entity of all or substantially all of the
property of the Company as an entirety or substantially
as an entirety, the Holder of this Warrant shall have the
right thereafter, upon exercise of this Warrant, to
receive the kind and amount of securities, cash or other
property which he would have owned or been entitled to
receive immediately after such consolidation, merger,
sale or conveyance had this Warrant been exercised
immediately prior to the effective date of such
consolidation, merger, sale or conveyance and in any such
case, if necessary, appropriate adjustment shall be made
in the application thereafter of the provisions of this
Section 3 with respect to the rights and interests of the
Holder of this Warrant to the end that the provisions of
this Section 3 thereafter shall be correspondingly
applicable, as nearly as may reasonably be, to such
securities and other property. Notice of any such
consolidation, merger, sale or conveyance, and of said
provisions so proposed to be made, shall be mailed to the
Holder not less than thirty (30) days prior to such
event. A sale of all, or substantially all, of the
assets of the Company for a consideration consisting
primarily of securities shall be deemed a consolidation
or merger for the foregoing purposes.
4. Fully Paid Stock; Taxes. The Company agrees that the shares
of the Common Stock represented by each and every certificate for
Warrant Shares delivered upon the exercise of this Warrant shall,
at the time of such delivery, be validly issued and outstanding,
fully paid and nonassessable, and not subject to preemptive rights,
and the Company will take all such actions as may be necessary to
assure that the par value or stated value, if any, per share of the
Common Stock is at all times equal to or less than the Warrant
Price. The Company further covenants and agrees that it will pay,
when due and payable, any and all federal and state stamp, original
issue or similar taxes which may be payable in respect of the
issuance of any Warrant Share or certificate therefor.
5. Registration Under Securities Act of 1933.
5.1 Subject to the terms of this Section 5, if, at any time
during the Exercise Period, the Company receives a
<PAGE>
written request from the Holder (whether or not the
Holder theretofore shall have exercised this Warrant in
whole or in part), and provided that (a) at the time of
such request the Holder is the owner of, and/or has the
right pursuant to this Warrant to purchase, Warrant
Shares representing at least fifty percent (50%) of the
total number of Warrant Shares, and (b) the Company has
not theretofore included within the coverage of a
Registration Statement filed by the Company with the
Securities and Exchange Commission ("Commission") under
the Securities Act of 1933, as amended (the "Act"), which
Registration Statement has been declared effective by the
Commission, at least fifty percent (50%) of the Warrant
Shares, the Company promptly shall prepare and file with
the Commission a Registration Statement under the Act
covering all of the Warrant Shares theretofore issued and
which thereafter may be issuable upon the exercise of
Warrants (provided, that the audited financial statements
to be included in such Registration Statement shall be
the year-end financial statements customarily included in
the Company's Annual Report on Form 10-K under the
Securities Exchange Act of 1934 (the "Exchange Act"), and
provided further, that, if the request for registration
is received within three (3) months prior to the
commencement of a fiscal year of the Company, the Company
may delay the preparation and filing of such Registration
Statement for a period of not more than ninety (90) days
following the commencement of such fiscal year in order
to prepare and include in such Registration Statement
audited financial statements for the immediately
preceding fiscal year), shall use its reasonable efforts
to cause such Registration Statement to become effective
and to remain effective and current with respect to the
Warrant Shares for an aggregate period of one (1) year
(exclusive of any period during which the prospectus
included therein shall not meet the requirements of
Section 10 of the Act) and shall take all other action
necessary or appropriate to cause the prospectus included
therein to be available for the sale of Warrant Shares
from time to time during such period by the holders
thereof in ordinary brokerage transactions in the over-
the-counter market or on any national securities exchange
on which the Common Stock is then listed. The right to
demand the filing of a Registration Statement pursuant to
this subsection 5.1 shall be exercisable on one (1)
occasion only. The Holder's rights under this Section
5.1 shall expire and terminate at the earlier of (a) such
time as the Holder shall receive from counsel for the
Company a written opinion of such counsel that the Holder
has the right, pursuant to Rule 144 promulgated under the
Act, to sell as of the date of such opinion, any portion
<PAGE>
of the Warrant Shares then held and/or purchasable upon
the exercise of this Warrant by the Holder, or (b) upon
a Registration Statement being declared effective by the
Commission in which the Company has included at least
fifty percent (50%) of the Warrant Shares within the
coverage of such Registration Statement.
5.2 Whenever the Company includes Warrant Shares in a
Registration Statement, the Company shall (a) furnish the
Holder of Warrant Shares included in such Registration
Statement and each underwriter of such Warrant Shares
with such copies of a current prospectus, including the
preliminary prospectus, conforming to the requirements of
Section 10 of the Act (and such other documents as each
such Holder or each such underwriter may reasonably
request), as such Holder(s) and underwriter(s) may
reasonably require in order to effectuate the offer and
sale of the Warrant Shares included in such Registration
Statement; (b) use its reasonable efforts to register or
qualify such Warrant Shares under the blue sky laws (to
the extent applicable) of such jurisdiction or
jurisdictions which the Company deems appropriate or
necessary, provided, however, that the Company shall not
be obligated to register or qualify any Warrant Shares
under those "blue sky" securities laws which the Company
deems are unduly burdensome in connection with such
registration or qualification of Warrant Shares in such
state; and, (iii) take such other actions as may be
reasonably necessary or advisable to enable such
Holder(s) and such underwriters to consummate the sale or
distribution in such jurisdiction or jurisdictions in
which such Holder(s) shall have reasonably requested that
the Warrant Shares be sold; provided, however, that the
Company shall not be required to qualify as a foreign
corporation or broker-dealer in any jurisdiction or to
file a consent to service of process in any jurisdiction
in any action other than one arising out of the offering
or sale of the Warrant Shares.
5.3 The Company shall pay all expenses incurred in connection
with any registration of the Warrant Shares pursuant to
the provisions of this Section 5, except underwriting
discounts, brokerage commissions, and applicable
insurance and transfer taxes relating to the sale of the
Warrant Shares are to be paid by the Holder, and, should
the Holder elect to be separately represented by counsel,
the fees and disbursements payable to such counsel for
the Holder shall be paid by the Holder.
<PAGE>
5.4 In the event the Company includes any Warrant Shares in
a Registration Statement filed by the Company with the
Commission:
5.4.1 Except as otherwise provided in this Section
5.4, to the extent permitted by law, the
Company will indemnify and hold harmless the
Holder and each other entity or person, if any,
controlling the Holder within the meaning of
either Section 15 of the Act or Section 20 of
the Exchange Act (collectively, the
"Controlling Party"), against any losses,
claims, damages or liabilities to which the
Holder or the Controlling Party may become
subject under the Act, insofar as such losses,
claims, damage or liabilities (or actions in
respect thereof) arise out of, or are based on,
any untrue or alleged untrue statement of any
material fact contained in such Registration
Statement registering the Warrant Shares filed
by the Company with the Commission, including
any preliminary prospectus or final prospectus
contained therein or any amendments or
supplements thereto, or arise out of, or are
based upon, the omission or alleged omission to
state therein a material fact required to be
stated therein, or necessary to make the
statements therein not misleading or arise out
of any violation by the Company of any rule or
regulation promulgated under the Act applicable
to the Company and relating to action or
inaction required of the Company in connection
with any such registration; provided, however,
that the indemnity agreement contained in this
Section 5.4.1 shall not apply to amounts paid
in settlement of any such loss, claim, damage,
liability or action if such settlement is
effected without the consent of the Company
(which consent shall not be unreasonably
withheld) nor shall the Company be liable in
any such case for any such loss, claim, damage,
liability, or action to the extent that it
arises out of, or is based upon, any untrue
statement or alleged untrue statement or
omission or alleged omission made in connection
with such Registration Statement, preliminary
prospectus, final prospectus, or amendments or
supplements thereto, in reliance upon, and in
conformity with, written information furnished
expressly for use in connection with such
<PAGE>
Registration Statement by the Holder, any
underwriter or Controlling Party thereof.
5.4.2 Except as otherwise provided in this Section
5.4, to the extent permitted by law, the Holder
will indemnify and hold harmless the Company,
each of its directors, each of its officers who
have signed the Registration Statement that
includes Warrant Shares, each person, if any,
who controls the Company within the meaning of
the Act or the Exchange Act, and each agent for
the Company against any losses, claims,
damages, or liabilities to which the Company or
any such director, officer, controlling person,
agent, or underwriter may become subject under
the Act, insofar as such losses, claims,
damages or liabilities (or actions in respect
thereto) arise out of, or are based upon, any
untrue statement or alleged untrue statement of
a material fact contained in such Registration
Statement, including any preliminary prospectus
or final prospectus contained therein or any
amendments or supplements thereto, or arise out
of, or are based upon, the omission or alleged
omission to state therein a material fact
required to be stated therein or necessary to
make the statements therein not misleading, in
each case to the extent, but only to the
extent, that such untrue statement or omission
or alleged untrue statement or omission was
made in such Registration Statement,
preliminary or final prospectus or amendments
or supplements thereto, in reliance upon, and
in conformity with, written information
furnished by, or on behalf of, the Holder for
use in connection with such Registration
Statement; provided, however, that the
indemnity agreement contained in this section
5.4.2 shall not apply to amounts paid in
settlement of any such loss, claim, damage,
liability or action if such settlement is
effected without the consent of the Holder
(which consent shall not be unreasonably
withheld), and that the obligation of the
Holder hereunder shall be limited to an amount
equal to the proceeds to the Holder of Warrant
Shares sold pursuant thereto.
5.4.3 Promptly after receipt by a person entitled to
indemnification pursuant to this Section 5.4
(an "Indemnified Party") of notice of the
<PAGE>
commencement of any action, the Indemnified
Party will, if a claim in respect thereof is to
be made against the indemnifying party under
this Section 5.4, notify in writing the
indemnifying party of the commencement thereof,
but the omission so to notify the indemnifying
party will not relieve it from any liability
which it may have to the Indemnified Party
otherwise than under this Section. In case any
such claim or action is brought against an
Indemnified Party and it notifies the
indemnifying party of the commencement thereof,
the indemnifying party will be entitled to
participate in and, to the extent that it may
wish, jointly with any other indemnifying party
similarly notified, to assume the defense
thereof, subject to the provisions herein
stated, with counsel reasonably satisfactory to
the Indemnified Party, and after notice from
the indemnifying party to the Indemnified Party
of its election so to assume the defense
thereof, the indemnifying party will not be
liable to the Indemnified Party under this
Section 5.4 for any legal or other expenses
subsequently incurred by the Indemnified Party
in connection with the defense thereof. The
Indemnified Party shall have the right to
employ separate counsel in any such action and
to participate in the defense thereof, but the
fees and expenses of such counsel shall be paid
by the Indemnified Party, except that the
indemnifying party shall pay such reasonable
fees and expenses of such counsel only in the
event that (a) the employment of such counsel
has been specifically authorized in writing by
the indemnifying party and the indemnifying
party has agreed, in writing, to pay such fees
and expenses, or (b) the named parties to any
such action (including any impleaded parties)
include both the Indemnified Party or parties
and the indemnifying party and the Indemnified
Party has been advised by counsel for the
indemnifying party that there are defenses
available to it or them that the indemnifying
party or its counsel refuses to accept or
counsel for the indemnifying party reasonably
determines that there may be a conflict between
the position of the indemnifying party and the
Indemnified Party in conducting the defense of
such action, then counsel for the Indemnified
Party (at the indemnifying party's expense)
<PAGE>
shall be entitled to conduct only that part of
the Indemnified Party's or parties' defense
that counsel for the indemnifying party
declines to, or cannot, conduct because of the
foregoing reasons, it being understood,
however, that the indemnifying party or parties
shall not, in connection with any one such
action or separate, but substantially similar
or related actions in the same jurisdiction
arising out of the same general allegations or
circumstances, be liable for the reasonable
fees and expenses of more than one (1) separate
firm of attorneys for all such Indemnified
Party or parties.
6. Investment Representation and Transferability.
6.1 By acceptance hereof, the Holder represents and warrants
that this Warrant is being acquired, and all Warrant
Shares to be purchased upon the exercise of this Warrant
will be acquired, by the Holder solely for the account of
such Holder, and not with a view to the fractionalization
and distribution thereof, and will not be sold or
transferred except in accordance with the applicable
provisions of the Act and the rules and regulations of
the Commission promulgated thereunder. The Holder
covenants and agrees that this Warrant and the Warrant
Shares will not be sold or transferred except under cover
of a Registration Statement under the Act which the
Commission has declared effective and which is current
with respect to such Warrant and the Warrant Shares or
pursuant to an opinion of counsel reasonably satisfactory
to the Company that registration under the Act is not
required in connection with such sale or transfer. Any
Warrant Shares issued upon exercise of this Warrant shall
bear the following legend:
The securities represented by this certificate
have not been registered under the Securities
Act of 1933, as amended, and are restricted
securities within the meaning thereof. Such
securities may not be sold or transferred
except pursuant to a Registration Statement
under such Act which is effective and current
with respect to such securities or pursuant to
an opinion of counsel reasonably satisfactory
to the issuer of such securities that such sale
or transfer is exempt from the registration
requirements of such Act.
<PAGE>
6.2 The Holder agrees that the Company may refuse to permit
the sale, transfer or disposition of this Warrant or any
of the Warrant Shares unless there is in effect a
Registration Statement under the Act and any applicable
state securities law covering such transfer or the Holder
furnishes an opinion of counsel, reasonably satisfactory
to counsel for the Company, to the effect that such
registration is not required.
6.3 The Holder understands that under the Act, this Warrant
and the Warrant Shares must be held indefinitely unless
they are subsequently registered under the Act or unless
an exemption from such registration is available with
respect to any proposed transfer or disposition of the
Warrant or the Warrant Shares.
7. Loss, etc. of Warrant. Upon receipt of evidence satisfactory
to the Company of the loss, theft, destruction or mutilation of this
Warrant, and of indemnity reasonably satisfactory to the Company,
if lost, stolen or destroyed, and upon surrender and cancellation
of this Warrant, if mutilated, and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute
and deliver to the Holder a new Warrant of like date, tenor and
denomination.
8. Warrant Holder Not Shareholder. This Warrant shall not be
deemed to confer upon the Holder any right to vote or to consent to
or receive notice as a shareholder of the Company, as such, in
respect of any matters whatsoever, or any other rights or
liabilities as a shareholder, prior to the exercise hereof.
9. Notices. Except as otherwise specified herein to the contrary,
all notices, requests, demands and other communications required or
desired to be given hereunder shall only be effective if given in
writing, by hand or fax, by certified or registered mail, return
receipt requested, postage prepaid, or by U. S. Express Mail
service, or by private overnight mail service (e.g., Federal
Express). Any such notice shall be deemed to have been given (a)
on the business day actually received if given by hand or by fax,
(b) on the business day immediately subsequent to mailing, if sent
by U.S. Express Mail service or private overnight mail service, or
(c) five (5) business days following the mailing thereof, if mailed
by certified or registered mail, postage prepaid, return receipt
requested, and all such notices shall be sent to the following
addresses (or to such other address or addresses as a party may have
advised the other in the manner provided in this Section 9) to:
<PAGE>
If to the Company: Perma-Fix Environmental
Services, Inc.
1940 Northwest 67th Place
Gainesville, Florida 32606-1649
Attention: Dr. Louis F. Centofanti
Chief Executive Officer
Fax No.: (352) 373-0040
If to the Holder: Search Group Capital, Inc.
3131 Piedmont Road, Suite 205
Atlanta, Georgia 30305
Attention: R. Keith Fetter
Fax No.: (404) 233-6999
10. Headings. The headings of this Warrant have been inserted as
a matter of convenience and shall not affect the construction
hereof.
11. Applicable Law. This Warrant shall be governed by, and
construed in accordance with, the laws of the State of Delaware,
without giving effect to the principles of conflicts of law thereof.
<PAGE>
IN WITNESS WHEREOF, this Warrant has been signed by the parties
hereto this 16th day of September, 1996.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By
______________________________
Dr. Louis F. Centofanti
Chief Executive Officer
(the "Company")
SEARCH GROUP CAPITAL, INC.
By
______________________________
R. Keith Fetter
President
(the "Holder")
BALL:\N-P\PESI\S-3\EXHIBIT4.12
<PAGE>
SUBSCRIPTION
The undersigned, ________________________, pursuant to the
provisions of the foregoing Warrant, hereby agrees to subscribe for
and purchase ____________________ shares of the Common Stock of
PERMA-FIX ENVIRONMENTAL SERVICES, INC., covered by said Warrant, and
makes payment therefor in full at the price per share provided by
said Warrant pursuant to the terms of said Warrant.
Dated:____________________ Signature_______________________
Address_________________________
ASSIGNMENT
FOR VALUE RECEIVED, _________________________________ hereby
sells, assigns and transfers unto _________________________________
the foregoing Warrant and all rights evidenced thereby, and does
irrevocably constitute and appoint _________________________,
attorney, to transfer said Warrant on the books of PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
Dated:____________________ Signature_______________________
Address________________________
PARTIAL ASSIGNMENT
FOR VALUE RECEIVED, _________________________________ hereby
sells, assigns and transfers unto _________________________________
the right to purchase _________ shares of the Common Stock of PERMA-
FIX ENVIRONMENTAL SERVICES, INC. by the foregoing Warrant and all
rights evidenced thereby, and does irrevocably constitute and
appoint _________________________, attorney, to transfer that part
of said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES,
INC.
Dated:____________________ Signature_______________________
Address_________________________
BALL:\N-P\PESI\S-3\EXHIBIT4.12
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED
EXCEPT (i) UNDER COVER OF A REGISTRATION STATEMENT UNDER THE ACT
WHICH IS EFFECTIVE AND CURRENT WITH RESPECT TO THIS WARRANT OR SUCH
SHARES OF COMMON STOCK, AS THE CASE MAY BE, OR (ii) PURSUANT TO THE
WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO
THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH
RESPECT TO SUCH SALE OR TRANSFER.
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
Warrant for the Purchase of Shares of Common Stock
No. 6-9-96 50,000 shares of
September 16, 1996 Common Stock
FOR VALUE RECEIVED, PERMA-FIX ENVIRONMENTAL SERVICES, INC. (the
"Company"), a Delaware corporation, hereby certifies that SEARCH
GROUP CAPITAL, INC., or any permitted assignee thereof (the
"Holder"), is entitled to purchase from the Company, at any time in
whole, or from time to time in part, during the period commencing
January 1, 1997, and ending at 5:00 p.m. Eastern Standard Time on
September 15, 1999 (the "Exercise Period"), up to fifty thousand
(50,000) fully paid and nonassessable shares of common stock, $.001
par value, of the Company (the "Common Stock"), at a purchase price
of $1.06 per share; provided, however, that the number of shares of
Common Stock to be issued and delivered by the Company upon any
exercise of this Warrant and the purchase price to be paid for each
such share shall be subject to adjustment from time to time as
hereinafter provided in this Warrant. This Warrant and all warrants
of like tenor which may be issued by the Company in exchange or
substitution for, or upon the transfer or partial exercise of, this
Warrant are hereinafter collectively referred to as the "Warrants";
the shares of Common Stock issuable and issued upon exercise of the
Warrants are hereinafter collectively referred to as the "Warrant
Shares" and the price payable for each of the Warrant Shares upon
such exercise is hereinafter referred to as the "Warrant Price".
1. Exercise of Warrant. This Warrant may be exercised, as a whole
at any one time or in part from time to time, during the Exercise
Period, by the Holder by the surrender of this Warrant (with the
subscription form at the end hereof duly executed by the Holder) at
the address set forth in Section 9 hereof, together with payment in
the manner hereinafter set forth, of an amount equal to the Warrant
Price in effect at the date of such exercise multiplied by the total
number of Warrant Shares to be purchased upon such exercise.
<PAGE>
Payment for Warrant Shares shall be made by a cashier's or certified
check or money order, payable in New York Clearing House funds, to
the order of the Company. If this Warrant is exercised in part,
such exercise shall be for a whole number of Warrant Shares and the
Holder shall be entitled to receive a new Warrant covering the
number of Warrant Shares in respect of which this Warrant has not
been exercised. Upon any exercise and surrender of this Warrant,
the Company (a) will issue and deliver to the Holder a certificate
or certificates in the name of the Holder for the largest whole
number of Warrant Shares to which the Holder shall be entitled and,
if this Warrant is exercised in whole, in lieu of any fractional
Warrant Share to which the Holder otherwise might be entitled, cash
in an amount equal to the fair value of such fractional share
(determined in such reasonable manner as the Board of Directors of
the Company shall determine), and (b) will deliver to the Holder
such other securities and properties which the Holder may be
entitled to receive upon such exercise, or the proportionate part
thereof if this Warrant is exercised in part, pursuant to the
provisions of this Warrant.
2. Reservation of Warrant Shares.
2.1 The Company covenants and agrees that all Warrant Shares
which may be acquired by the Holder under this Warrant
will, when issued and upon delivery, be duly and validly
authorized and issued, fully paid and nonassessable, and
free from all restrictions on the sale or transfer
thereof, except such restrictions as may be imposed under
applicable federal and state securities laws and
applicable exchange on which the Common Stock may be
listed, and free and clear of all preemptive rights.
2.2 The Company covenants and agrees that it will, at all
times, reserve and keep available an authorized number of
shares of its Common Stock and other applicable
securities sufficient to permit the exercise in full of
this Warrant; and, if at the time the number of
authorized but unissued shares of Common Stock shall not
be sufficient to effect the exercise of this Warrant, the
Company will take such corporate action at its next
annual meeting of stockholders as may be necessary to
increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for
such purpose, including, without limitation, engaging in
reasonable efforts to obtain the requisite stockholder
approval of any necessary amendment to its Certificate of
Incorporation.
3. Protection Against Dilution.
3.1 If, at any time or from time to time after the date of
this Warrant, the Company shall distribute pro rata to
all of the holders of its then outstanding shares of
Common Stock (a) securities, other than shares of Common
Stock or stock options, or (b) property, other than cash,
without payment therefor, then, and in each such case,
the Holder, upon the exercise of this Warrant, shall be
<PAGE>
entitled to receive the securities and property which the
Holder would hold on the date of such exercise if, on the
date of this Warrant, the Holder had been the holder of
record of the number of shares of the Common Stock
subscribed for upon such exercise and, during the period
from the date of this Warrant to and including the date
of such exercise, had retained such shares and the
securities and properties receivable by the Holder during
such period.
3.2 If, at any time or from time to time after the date of
this Warrant, the Company shall (a) pay a dividend on its
Common Stock in shares of Common Stock, (b) subdivide its
outstanding shares of Common Stock into a greater number
of shares, (c) combine its outstanding shares of Common
Stock into a smaller number of shares, or (d) issue by
reclassification of its Common Stock any shares of any
other class of capital stock of the Company, the number
of Warrant Shares and the Warrant Price in effect
immediately prior to such event shall be adjusted so
that, upon exercise of this Warrant, the Holder shall be
entitled to purchase under this Warrant, without
additional consideration therefor, the number of shares
of Common Stock or other capital stock of the Company
which he would have owned or been entitled to purchase
immediately following the happening of any of the events
described above in this subsection 3.2 had this Warrant
been exercised and the Holder become the holder of record
of the Warrant Shares purchased upon such exercise
immediately prior to the record date fixed for the
determination of stockholders entitled to receive such
dividend or distribution or the effective date of such
subdivision, combination or reclassification at a Warrant
Price equal to the aggregate consideration which the
Holder would have had to pay for such Warrant Shares
immediately prior to such event divided by the number of
Warrant Shares the Holder is entitled to receive
immediately after such event. An adjustment made
pursuant to this subsection 3.2 shall become effective
immediately after the record date in the case of a
dividend or distribution and shall become effective
immediately after the effective date in the case of a
subdivision, combination or reclassification. If, as a
result of an adjustment made pursuant to this subsection
3.2, the Holder of this Warrant thereafter surrendered
for exercise shall become entitled to receive shares of
two or more classes of capital stock or shares of Common
Stock and any other class of capital stock of the
company, the Board of Directors (whose determination
shall be conclusive and shall be described in a written
notice to all holders of the Warrants promptly after such
<PAGE>
adjustment) shall determine the allocation of the
adjusted Warrant Price between or among shares of such
classes of capital stock or shares of Common Stock and
such other class of capital stock.
3.3 In case of any consolidation or merger to which the
Company is a party, other than a merger or consolidation
in which the Company is the continuing or surviving
corporation, or in case of any sale or conveyance to
another entity of all or substantially all of the
property of the Company as an entirety or substantially
as an entirety, the Holder of this Warrant shall have the
right thereafter, upon exercise of this Warrant, to
receive the kind and amount of securities, cash or other
property which he would have owned or been entitled to
receive immediately after such consolidation, merger,
sale or conveyance had this Warrant been exercised
immediately prior to the effective date of such
consolidation, merger, sale or conveyance and in any such
case, if necessary, appropriate adjustment shall be made
in the application thereafter of the provisions of this
Section 3 with respect to the rights and interests of the
Holder of this Warrant to the end that the provisions of
this Section 3 thereafter shall be correspondingly
applicable, as nearly as may reasonably be, to such
securities and other property. Notice of any such
consolidation, merger, sale or conveyance, and of said
provisions so proposed to be made, shall be mailed to the
Holder not less than thirty (30) days prior to such
event. A sale of all, or substantially all, of the
assets of the Company for a consideration consisting
primarily of securities shall be deemed a consolidation
or merger for the foregoing purposes.
4. Fully Paid Stock; Taxes. The Company agrees that the shares
of the Common Stock represented by each and every certificate for
Warrant Shares delivered upon the exercise of this Warrant shall,
at the time of such delivery, be validly issued and outstanding,
fully paid and nonassessable, and not subject to preemptive rights,
and the Company will take all such actions as may be necessary to
assure that the par value or stated value, if any, per share of the
Common Stock is at all times equal to or less than the Warrant
Price. The Company further covenants and agrees that it will pay,
when due and payable, any and all federal and state stamp, original
issue or similar taxes which may be payable in respect of the
issuance of any Warrant Share or certificate therefor.
5. Registration Under Securities Act of 1933.
5.1 Subject to the terms of this Section 5, if, at any time
during the Exercise Period, the Company receives a
<PAGE>
written request from the Holder (whether or not the
Holder theretofore shall have exercised this Warrant in
whole or in part), and provided that (a) at the time of
such request the Holder is the owner of, and/or has the
right pursuant to this Warrant to purchase, Warrant
Shares representing at least fifty percent (50%) of the
total number of Warrant Shares, and (b) the Company has
not theretofore included within the coverage of a
Registration Statement filed by the Company with the
Securities and Exchange Commission ("Commission") under
the Securities Act of 1933, as amended (the "Act"), which
Registration Statement has been declared effective by the
Commission, at least fifty percent (50%) of the Warrant
Shares, the Company promptly shall prepare and file with
the Commission a Registration Statement under the Act
covering all of the Warrant Shares theretofore issued and
which thereafter may be issuable upon the exercise of
Warrants (provided, that the audited financial statements
to be included in such Registration Statement shall be
the year-end financial statements customarily included in
the Company's Annual Report on Form 10-K under the
Securities Exchange Act of 1934 (the "Exchange Act"), and
provided further, that, if the request for registration
is received within three (3) months prior to the
commencement of a fiscal year of the Company, the Company
may delay the preparation and filing of such Registration
Statement for a period of not more than ninety (90) days
following the commencement of such fiscal year in order
to prepare and include in such Registration Statement
audited financial statements for the immediately
preceding fiscal year), shall use its reasonable efforts
to cause such Registration Statement to become effective
and to remain effective and current with respect to the
Warrant Shares for an aggregate period of one (1) year
(exclusive of any period during which the prospectus
included therein shall not meet the requirements of
Section 10 of the Act) and shall take all other action
necessary or appropriate to cause the prospectus included
therein to be available for the sale of Warrant Shares
from time to time during such period by the holders
thereof in ordinary brokerage transactions in the over-
the-counter market or on any national securities exchange
on which the Common Stock is then listed. The right to
demand the filing of a Registration Statement pursuant to
this subsection 5.1 shall be exercisable on one (1)
occasion only. The Holder's rights under this Section
5.1 shall expire and terminate at the earlier of (a) such
time as the Holder shall receive from counsel for the
Company a written opinion of such counsel that the Holder
has the right, pursuant to Rule 144 promulgated under the
Act, to sell as of the date of such opinion, any portion
<PAGE>
of the Warrant Shares then held and/or purchasable upon
the exercise of this Warrant by the Holder, or (b) upon
a Registration Statement being declared effective by the
Commission in which the Company has included at least
fifty percent (50%) of the Warrant Shares within the
coverage of such Registration Statement.
5.2 Whenever the Company includes Warrant Shares in a
Registration Statement, the Company shall (a) furnish the
Holder of Warrant Shares included in such Registration
Statement and each underwriter of such Warrant Shares
with such copies of a current prospectus, including the
preliminary prospectus, conforming to the requirements of
Section 10 of the Act (and such other documents as each
such Holder or each such underwriter may reasonably
request), as such Holder(s) and underwriter(s) may
reasonably require in order to effectuate the offer and
sale of the Warrant Shares included in such Registration
Statement; (b) use its reasonable efforts to register or
qualify such Warrant Shares under the blue sky laws (to
the extent applicable) of such jurisdiction or
jurisdictions which the Company deems appropriate or
necessary, provided, however, that the Company shall not
be obligated to register or qualify any Warrant Shares
under those "blue sky" securities laws which the Company
deems are unduly burdensome in connection with such
registration or qualification of Warrant Shares in such
state; and, (iii) take such other actions as may be
reasonably necessary or advisable to enable such
Holder(s) and such underwriters to consummate the sale or
distribution in such jurisdiction or jurisdictions in
which such Holder(s) shall have reasonably requested that
the Warrant Shares be sold; provided, however, that the
Company shall not be required to qualify as a foreign
corporation or broker-dealer in any jurisdiction or to
file a consent to service of process in any jurisdiction
in any action other than one arising out of the offering
or sale of the Warrant Shares.
5.3 The Company shall pay all expenses incurred in connection
with any registration of the Warrant Shares pursuant to
the provisions of this Section 5, except underwriting
discounts, brokerage commissions, and applicable
insurance and transfer taxes relating to the sale of the
Warrant Shares are to be paid by the Holder, and, should
the Holder elect to be separately represented by counsel,
the fees and disbursements payable to such counsel for
the Holder shall be paid by the Holder.
<PAGE>
5.4 In the event the Company includes any Warrant Shares in
a Registration Statement filed by the Company with the
Commission:
5.4.1 Except as otherwise provided in this Section
5.4, to the extent permitted by law, the
Company will indemnify and hold harmless the
Holder and each other entity or person, if any,
controlling the Holder within the meaning of
either Section 15 of the Act or Section 20 of
the Exchange Act (collectively, the
"Controlling Party"), against any losses,
claims, damages or liabilities to which the
Holder or the Controlling Party may become
subject under the Act, insofar as such losses,
claims, damage or liabilities (or actions in
respect thereof) arise out of, or are based on,
any untrue or alleged untrue statement of any
material fact contained in such Registration
Statement registering the Warrant Shares filed
by the Company with the Commission, including
any preliminary prospectus or final prospectus
contained therein or any amendments or
supplements thereto, or arise out of, or are
based upon, the omission or alleged omission to
state therein a material fact required to be
stated therein, or necessary to make the
statements therein not misleading or arise out
of any violation by the Company of any rule or
regulation promulgated under the Act applicable
to the Company and relating to action or
inaction required of the Company in connection
with any such registration; provided, however,
that the indemnity agreement contained in this
Section 5.4.1 shall not apply to amounts paid
in settlement of any such loss, claim, damage,
liability or action if such settlement is
effected without the consent of the Company
(which consent shall not be unreasonably
withheld) nor shall the Company be liable in
any such case for any such loss, claim, damage,
liability, or action to the extent that it
arises out of, or is based upon, any untrue
statement or alleged untrue statement or
omission or alleged omission made in connection
with such Registration Statement, preliminary
prospectus, final prospectus, or amendments or
supplements thereto, in reliance upon, and in
conformity with, written information furnished
expressly for use in connection with such
<PAGE>
Registration Statement by the Holder, any
underwriter or Controlling Party thereof.
5.4.2 Except as otherwise provided in this Section
5.4, to the extent permitted by law, the Holder
will indemnify and hold harmless the Company,
each of its directors, each of its officers who
have signed the Registration Statement that
includes Warrant Shares, each person, if any,
who controls the Company within the meaning of
the Act or the Exchange Act, and each agent for
the Company against any losses, claims,
damages, or liabilities to which the Company or
any such director, officer, controlling person,
agent, or underwriter may become subject under
the Act, insofar as such losses, claims,
damages or liabilities (or actions in respect
thereto) arise out of, or are based upon, any
untrue statement or alleged untrue statement of
a material fact contained in such Registration
Statement, including any preliminary prospectus
or final prospectus contained therein or any
amendments or supplements thereto, or arise out
of, or are based upon, the omission or alleged
omission to state therein a material fact
required to be stated therein or necessary to
make the statements therein not misleading, in
each case to the extent, but only to the
extent, that such untrue statement or omission
or alleged untrue statement or omission was
made in such Registration Statement,
preliminary or final prospectus or amendments
or supplements thereto, in reliance upon, and
in conformity with, written information
furnished by, or on behalf of, the Holder for
use in connection with such Registration
Statement; provided, however, that the
indemnity agreement contained in this section
5.4.2 shall not apply to amounts paid in
settlement of any such loss, claim, damage,
liability or action if such settlement is
effected without the consent of the Holder
(which consent shall not be unreasonably
withheld), and that the obligation of the
Holder hereunder shall be limited to an amount
equal to the proceeds to the Holder of Warrant
Shares sold pursuant thereto.
5.4.3 Promptly after receipt by a person entitled to
indemnification pursuant to this Section 5.4
(an "Indemnified Party") of notice of the
<PAGE>
commencement of any action, the Indemnified
Party will, if a claim in respect thereof is to
be made against the indemnifying party under
this Section 5.4, notify in writing the
indemnifying party of the commencement thereof,
but the omission so to notify the indemnifying
party will not relieve it from any liability
which it may have to the Indemnified Party
otherwise than under this Section. In case any
such claim or action is brought against an
Indemnified Party and it notifies the
indemnifying party of the commencement thereof,
the indemnifying party will be entitled to
participate in and, to the extent that it may
wish, jointly with any other indemnifying party
similarly notified, to assume the defense
thereof, subject to the provisions herein
stated, with counsel reasonably satisfactory to
the Indemnified Party, and after notice from
the indemnifying party to the Indemnified Party
of its election so to assume the defense
thereof, the indemnifying party will not be
liable to the Indemnified Party under this
Section 5.4 for any legal or other expenses
subsequently incurred by the Indemnified Party
in connection with the defense thereof. The
Indemnified Party shall have the right to
employ separate counsel in any such action and
to participate in the defense thereof, but the
fees and expenses of such counsel shall be paid
by the Indemnified Party, except that the
indemnifying party shall pay such reasonable
fees and expenses of such counsel only in the
event that (a) the employment of such counsel
has been specifically authorized in writing by
the indemnifying party and the indemnifying
party has agreed, in writing, to pay such fees
and expenses, or (b) the named parties to any
such action (including any impleaded parties)
include both the Indemnified Party or parties
and the indemnifying party and the Indemnified
Party has been advised by counsel for the
indemnifying party that there are defenses
available to it or them that the indemnifying
party or its counsel refuses to accept or
counsel for the indemnifying party reasonably
determines that there may be a conflict between
the position of the indemnifying party and the
Indemnified Party in conducting the defense of
such action, then counsel for the Indemnified
Party (at the indemnifying party's expense)
<PAGE>
shall be entitled to conduct only that part of
the Indemnified Party's or parties' defense
that counsel for the indemnifying party
declines to, or cannot, conduct because of the
foregoing reasons, it being understood,
however, that the indemnifying party or parties
shall not, in connection with any one such
action or separate, but substantially similar
or related actions in the same jurisdiction
arising out of the same general allegations or
circumstances, be liable for the reasonable
fees and expenses of more than one (1) separate
firm of attorneys for all such Indemnified
Party or parties.
6. Investment Representation and Transferability.
6.1 By acceptance hereof, the Holder represents and warrants
that this Warrant is being acquired, and all Warrant
Shares to be purchased upon the exercise of this Warrant
will be acquired, by the Holder solely for the account of
such Holder, and not with a view to the fractionalization
and distribution thereof, and will not be sold or
transferred except in accordance with the applicable
provisions of the Act and the rules and regulations of
the Commission promulgated thereunder. The Holder
covenants and agrees that this Warrant and the Warrant
Shares will not be sold or transferred except under cover
of a Registration Statement under the Act which the
Commission has declared effective and which is current
with respect to such Warrant and the Warrant Shares or
pursuant to an opinion of counsel reasonably satisfactory
to the Company that registration under the Act is not
required in connection with such sale or transfer. Any
Warrant Shares issued upon exercise of this Warrant shall
bear the following legend:
The securities represented by this certificate
have not been registered under the Securities
Act of 1933, as amended, and are restricted
securities within the meaning thereof. Such
securities may not be sold or transferred
except pursuant to a Registration Statement
under such Act which is effective and current
with respect to such securities or pursuant to
an opinion of counsel reasonably satisfactory
to the issuer of such securities that such sale
or transfer is exempt from the registration
requirements of such Act.
<PAGE>
6.2 The Holder agrees that the Company may refuse to permit
the sale, transfer or disposition of this Warrant or any
of the Warrant Shares unless there is in effect a
Registration Statement under the Act and any applicable
state securities law covering such transfer or the Holder
furnishes an opinion of counsel, reasonably satisfactory
to counsel for the Company, to the effect that such
registration is not required.
6.3 The Holder understands that under the Act, this Warrant
and the Warrant Shares must be held indefinitely unless
they are subsequently registered under the Act or unless
an exemption from such registration is available with
respect to any proposed transfer or disposition of the
Warrant or the Warrant Shares.
7. Loss, etc. of Warrant. Upon receipt of evidence satisfactory
to the Company of the loss, theft, destruction or mutilation of this
Warrant, and of indemnity reasonably satisfactory to the Company,
if lost, stolen or destroyed, and upon surrender and cancellation
of this Warrant, if mutilated, and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute
and deliver to the Holder a new Warrant of like date, tenor and
denomination.
8. Warrant Holder Not Shareholder. This Warrant shall not be
deemed to confer upon the Holder any right to vote or to consent to
or receive notice as a shareholder of the Company, as such, in
respect of any matters whatsoever, or any other rights or
liabilities as a shareholder, prior to the exercise hereof.
9. Notices. Except as otherwise specified herein to the contrary,
all notices, requests, demands and other communications required or
desired to be given hereunder shall only be effective if given in
writing, by hand or fax, by certified or registered mail, return
receipt requested, postage prepaid, or by U. S. Express Mail
service, or by private overnight mail service (e.g., Federal
Express). Any such notice shall be deemed to have been given (a)
on the business day actually received if given by hand or by fax,
(b) on the business day immediately subsequent to mailing, if sent
by U.S. Express Mail service or private overnight mail service, or
(c) five (5) business days following the mailing thereof, if mailed
by certified or registered mail, postage prepaid, return receipt
requested, and all such notices shall be sent to the following
addresses (or to such other address or addresses as a party may have
advised the other in the manner provided in this Section 9) to:
<PAGE>
If to the Company: Perma-Fix Environmental
Services, Inc.
1940 Northwest 67th Place
Gainesville, Florida 32606-1649
Attention: Dr. Louis F. Centofanti
Chief Executive Officer
Fax No.: (352) 373-0040
If to the Holder: Search Group Capital, Inc.
3131 Piedmont Road, Suite 205
Atlanta, Georgia 30305
Attention: R. Keith Fetter
Fax No.: (404) 233-6999
10. Headings. The headings of this Warrant have been inserted as
a matter of convenience and shall not affect the construction
hereof.
11. Applicable Law. This Warrant shall be governed by, and
construed in accordance with, the laws of the State of Delaware,
without giving effect to the principles of conflicts of law thereof.
<PAGE>
IN WITNESS WHEREOF, this Warrant has been signed by the parties
hereto this 16th day of September, 1996.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By
______________________________
Dr. Louis F. Centofanti
Chief Executive Officer
(the "Company")
SEARCH GROUP CAPITAL, INC.
By
______________________________
R. Keith Fetter
President
(the "Holder")
BALL:\N-P\PESI\S-3\EXHIBIT4.13
<PAGE>
SUBSCRIPTION
The undersigned, ________________________, pursuant to the
provisions of the foregoing Warrant, hereby agrees to subscribe for
and purchase ____________________ shares of the Common Stock of
PERMA-FIX ENVIRONMENTAL SERVICES, INC., covered by said Warrant, and
makes payment therefor in full at the price per share provided by
said Warrant pursuant to the terms of said Warrant.
Dated:____________________ Signature_______________________
Address________________________
ASSIGNMENT
FOR VALUE RECEIVED, _________________________________ hereby
sells, assigns and transfers unto _________________________________
the foregoing Warrant and all rights evidenced thereby, and does
irrevocably constitute and appoint _________________________,
attorney, to transfer said Warrant on the books of PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
Dated:____________________ Signature_______________________
Address_________________________
PARTIAL ASSIGNMENT
FOR VALUE RECEIVED, _________________________________ hereby
sells, assigns and transfers unto _________________________________
the right to purchase _________ shares of the Common Stock of PERMA-
FIX ENVIRONMENTAL SERVICES, INC. by the foregoing Warrant and all
rights evidenced thereby, and does irrevocably constitute and
appoint _________________________, attorney, to transfer that part
of said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES,
INC.
Dated:____________________ Signature_______________________
Address_________________________
BALL:\N-P\PESI\S-3\EXHIBIT4.13
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED
EXCEPT (i) UNDER COVER OF A REGISTRATION STATEMENT UNDER THE ACT
WHICH IS EFFECTIVE AND CURRENT WITH RESPECT TO THIS WARRANT OR SUCH
SHARES OF COMMON STOCK, AS THE CASE MAY BE, OR (ii) PURSUANT TO THE
WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO
THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH
RESPECT TO SUCH SALE OR TRANSFER.
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
Warrant for the Purchase of Shares of Common Stock
No. 7-9-96 100,000 shares of
September 16, 1996 Common Stock
FOR VALUE RECEIVED, PERMA-FIX ENVIRONMENTAL SERVICES, INC. (the
"Company"), a Delaware corporation, hereby certifies that MARVIN S.
ROSEN, or any permitted assignee thereof (the "Holder"), is entitled
to purchase from the Company, at any time in whole, or from time
to time in part, during the period commencing January 1, 1997, and
ending at 5:00 p.m. Eastern Standard Time on September 15, 1999 (the
"Exercise Period"), up to one hundred thousand (100,000) fully paid
and nonassessable shares of common stock, $.001 par value, of the
Company (the "Common Stock"), at a purchase price of $1.75 per
share; provided, however, that the number of shares of Common Stock
to be issued and delivered by the Company upon any exercise of this
Warrant and the purchase price to be paid for each such share shall
be subject to adjustment from time to time as hereinafter provided
in this Warrant. This Warrant and all warrants of like tenor which
may be issued by the Company in exchange or substitution for, or
upon the transfer or partial exercise of, this Warrant are
hereinafter collectively referred to as the "Warrants"; the shares
of Common Stock issuable and issued upon exercise of the Warrants
are hereinafter collectively referred to as the "Warrant Shares" and
the price payable for each of the Warrant Shares upon such exercise
is hereinafter referred to as the "Warrant Price".
1. Exercise of Warrant. This Warrant may be exercised, as a whole
at any one time or in part from time to time, during the Exercise
Period, by the Holder by the surrender of this Warrant (with the
subscription form at the end hereof duly executed by the Holder) at
the address set forth in Section 9 hereof, together with payment in
the manner hereinafter set forth, of an amount equal to the Warrant
Price in effect at the date of such exercise multiplied by the total
number of Warrant Shares to be purchased upon such exercise.
Payment for Warrant Shares shall be made by a cashier's or certified
check or money order, payable in New York Clearing House funds, to
the order of the Company. If this Warrant is exercised in part,
such exercise shall be for a whole number of Warrant Shares and the
Holder shall be entitled to receive a new Warrant covering the
number of Warrant Shares in respect of which this Warrant has not
<PAGE>
been exercised. Upon any exercise and surrender of this Warrant,
the Company (a) will issue and deliver to the Holder a certificate
or certificates in the name of the Holder for the largest whole
number of Warrant Shares to which the Holder shall be entitled and,
if this Warrant is exercised in whole, in lieu of any fractional
Warrant Share to which the Holder otherwise might be entitled, cash
in an amount equal to the fair value of such fractional share
(determined in such reasonable manner as the Board of Directors of
the Company shall determine), and (b) will deliver to the Holder
such other securities and properties which the Holder may be
entitled to receive upon such exercise, or the proportionate part
thereof if this Warrant is exercised in part, pursuant to the
provisions of this Warrant.
2. Reservation of Warrant Shares.
2.1 The Company covenants and agrees that all Warrant Shares
which may be acquired by the Holder under this Warrant
will, when issued and upon delivery, be duly and validly
authorized and issued, fully paid and nonassessable, and
free from all restrictions on the sale or transfer
thereof, except such restrictions as may be imposed under
applicable federal and state securities laws and
applicable exchange on which the Common Stock may be
listed, and free and clear of all preemptive rights.
2.2 The Company covenants and agrees that it will, at all
times, reserve and keep available an authorized number of
shares of its Common Stock and other applicable
securities sufficient to permit the exercise in full of
this Warrant; and, if at the time the number of
authorized but unissued shares of Common Stock shall not
be sufficient to effect the exercise of this Warrant, the
Company will take such corporate action at its next
annual meeting of stockholders as may be necessary to
increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for
such purpose, including, without limitation, engaging in
reasonable efforts to obtain the requisite stockholder
approval of any necessary amendment to its Certificate of
Incorporation.
3. Protection Against Dilution.
3.1 If, at any time or from time to time after the date of
this Warrant, the Company shall distribute pro rata to
all of the holders of its then outstanding shares of
Common Stock (a) securities, other than shares of Common
Stock or stock options, or (b) property, other than cash,
without payment therefor, then, and in each such case,
the Holder, upon the exercise of this Warrant, shall be
<PAGE>
entitled to receive the securities and property which the
Holder would hold on the date of such exercise if, on the
date of this Warrant, the Holder had been the holder of
record of the number of shares of the Common Stock
subscribed for upon such exercise and, during the period
from the date of this Warrant to and including the date
of such exercise, had retained such shares and the
securities and properties receivable by the Holder during
such period.
3.2 If, at any time or from time to time after the date of
this Warrant, the Company shall (a) pay a dividend on its
Common Stock in shares of Common Stock, (b) subdivide its
outstanding shares of Common Stock into a greater number
of shares, (c) combine its outstanding shares of Common
Stock into a smaller number of shares, or (d) issue by
reclassification of its Common Stock any shares of any
other class of capital stock of the Company, the number
of Warrant Shares and the Warrant Price in effect
immediately prior to such event shall be adjusted so
that, upon exercise of this Warrant, the Holder shall be
entitled to purchase under this Warrant, without
additional consideration therefor, the number of shares
of Common Stock or other capital stock of the Company
which he would have owned or been entitled to purchase
immediately following the happening of any of the events
described above in this subsection 3.2 had this Warrant
been exercised and the Holder become the holder of record
of the Warrant Shares purchased upon such exercise
immediately prior to the record date fixed for the
determination of stockholders entitled to receive such
dividend or distribution or the effective date of such
subdivision, combination or reclassification at a Warrant
Price equal to the aggregate consideration which the
Holder would have had to pay for such Warrant Shares
immediately prior to such event divided by the number of
Warrant Shares the Holder is entitled to receive
immediately after such event. An adjustment made
pursuant to this subsection 3.2 shall become effective
immediately after the record date in the case of a
dividend or distribution and shall become effective
immediately after the effective date in the case of a
subdivision, combination or reclassification. If, as a
result of an adjustment made pursuant to this subsection
3.2, the Holder of this Warrant thereafter surrendered
for exercise shall become entitled to receive shares of
two or more classes of capital stock or shares of Common
Stock and any other class of capital stock of the
company, the Board of Directors (whose determination
shall be conclusive and shall be described in a written
notice to all holders of the Warrants promptly after such
<PAGE>
adjustment) shall determine the allocation of the
adjusted Warrant Price between or among shares of such
classes of capital stock or shares of Common Stock and
such other class of capital stock.
3.3 In case of any consolidation or merger to which the
Company is a party, other than a merger or consolidation
in which the Company is the continuing or surviving
corporation, or in case of any sale or conveyance to
another entity of all or substantially all of the
property of the Company as an entirety or substantially
as an entirety, the Holder of this Warrant shall have the
right thereafter, upon exercise of this Warrant, to
receive the kind and amount of securities, cash or other
property which he would have owned or been entitled to
receive immediately after such consolidation, merger,
sale or conveyance had this Warrant been exercised
immediately prior to the effective date of such
consolidation, merger, sale or conveyance and in any such
case, if necessary, appropriate adjustment shall be made
in the application thereafter of the provisions of this
Section 3 with respect to the rights and interests of the
Holder of this Warrant to the end that the provisions of
this Section 3 thereafter shall be correspondingly
applicable, as nearly as may reasonably be, to such
securities and other property. Notice of any such
consolidation, merger, sale or conveyance, and of said
provisions so proposed to be made, shall be mailed to the
Holder not less than thirty (30) days prior to such
event. A sale of all, or substantially all, of the
assets of the Company for a consideration consisting
primarily of securities shall be deemed a consolidation
or merger for the foregoing purposes.
4. Fully Paid Stock; Taxes. The Company agrees that the shares
of the Common Stock represented by each and every certificate for
Warrant Shares delivered upon the exercise of this Warrant shall,
at the time of such delivery, be validly issued and outstanding,
fully paid and nonassessable, and not subject to preemptive rights,
and the Company will take all such actions as may be necessary to
assure that the par value or stated value, if any, per share of the
Common Stock is at all times equal to or less than the Warrant
Price. The Company further covenants and agrees that it will pay,
when due and payable, any and all federal and state stamp, original
issue or similar taxes which may be payable in respect of the
issuance of any Warrant Share or certificate therefor.
5. Registration Under Securities Act of 1933.
5.1 Subject to the terms of this Section 5, if, at any time
during the Exercise Period, the Company receives a
<PAGE>
written request from the Holder (whether or not the
Holder theretofore shall have exercised this Warrant in
whole or in part), and provided that (a) at the time of
such request the Holder is the owner of, and/or has the
right pursuant to this Warrant to purchase, Warrant
Shares representing at least fifty percent (50%) of the
total number of Warrant Shares, and (b) the Company has
not theretofore included within the coverage of a
Registration Statement filed by the Company with the
Securities and Exchange Commission ("Commission") under
the Securities Act of 1933, as amended (the "Act"), which
Registration Statement has been declared effective by the
Commission, at least fifty percent (50%) of the Warrant
Shares, the Company promptly shall prepare and file with
the Commission a Registration Statement under the Act
covering all of the Warrant Shares theretofore issued and
which thereafter may be issuable upon the exercise of
Warrants (provided, that the audited financial statements
to be included in such Registration Statement shall be
the year-end financial statements customarily included in
the Company's Annual Report on Form 10-K under the
Securities Exchange Act of 1934 (the "Exchange Act"), and
provided further, that, if the request for registration
is received within three (3) months prior to the
commencement of a fiscal year of the Company, the Company
may delay the preparation and filing of such Registration
Statement for a period of not more than ninety (90) days
following the commencement of such fiscal year in order
to prepare and include in such Registration Statement
audited financial statements for the immediately
preceding fiscal year), shall use its reasonable efforts
to cause such Registration Statement to become effective
and to remain effective and current with respect to the
Warrant Shares for an aggregate period of one (1) year
(exclusive of any period during which the prospectus
included therein shall not meet the requirements of
Section 10 of the Act) and shall take all other action
necessary or appropriate to cause the prospectus included
therein to be available for the sale of Warrant Shares
from time to time during such period by the holders
thereof in ordinary brokerage transactions in the over-
the-counter market or on any national securities exchange
on which the Common Stock is then listed. The right to
demand the filing of a Registration Statement pursuant to
this subsection 5.1 shall be exercisable on one (1)
occasion only. The Holder's rights under this Section
5.1 shall expire and terminate at the earlier of (a) such
time as the Holder shall receive from counsel for the
Company a written opinion of such counsel that the Holder
has the right, pursuant to Rule 144 promulgated under the
Act, to sell as of the date of such opinion, any portion
<PAGE>
of the Warrant Shares then held and/or purchasable upon
the exercise of this Warrant by the Holder, or (b) upon
a Registration Statement being declared effective by the
Commission in which the Company has included at least
fifty percent (50%) of the Warrant Shares within the
coverage of such Registration Statement.
5.2 Whenever the Company includes Warrant Shares in a
Registration Statement, the Company shall (a) furnish the
Holder of Warrant Shares included in such Registration
Statement and each underwriter of such Warrant Shares
with such copies of a current prospectus, including the
preliminary prospectus, conforming to the requirements of
Section 10 of the Act (and such other documents as each
such Holder or each such underwriter may reasonably
request), as such Holder(s) and underwriter(s) may
reasonably require in order to effectuate the offer and
sale of the Warrant Shares included in such Registration
Statement; (b) use its reasonable efforts to register or
qualify such Warrant Shares under the blue sky laws (to
the extent applicable) of such jurisdiction or
jurisdictions which the Company deems appropriate or
necessary, provided, however, that the Company shall not
be obligated to register or qualify any Warrant Shares
under those "blue sky" securities laws which the Company
deems are unduly burdensome in connection with such
registration or qualification of Warrant Shares in such
state; and, (iii) take such other actions as may be
reasonably necessary or advisable to enable such
Holder(s) and such underwriters to consummate the sale or
distribution in such jurisdiction or jurisdictions in
which such Holder(s) shall have reasonably requested that
the Warrant Shares be sold; provided, however, that the
Company shall not be required to qualify as a foreign
corporation or broker-dealer in any jurisdiction or to
file a consent to service of process in any jurisdiction
in any action other than one arising out of the offering
or sale of the Warrant Shares.
5.3 The Company shall pay all expenses incurred in connection
with any registration of the Warrant Shares pursuant to
the provisions of this Section 5, except underwriting
discounts, brokerage commissions, and applicable
insurance and transfer taxes relating to the sale of the
Warrant Shares are to be paid by the Holder, and, should
the Holder elect to be separately represented by counsel,
the fees and disbursements payable to such counsel for
the Holder shall be paid by the Holder.
<PAGE>
5.4 In the event the Company includes any Warrant Shares in
a Registration Statement filed by the Company with the
Commission:
5.4.1 Except as otherwise provided in this Section
5.4, to the extent permitted by law, the
Company will indemnify and hold harmless the
Holder and each other entity or person, if any,
controlling the Holder within the meaning of
either Section 15 of the Act or Section 20 of
the Exchange Act (collectively, the
"Controlling Party"), against any losses,
claims, damages or liabilities to which the
Holder or the Controlling Party may become
subject under the Act, insofar as such losses,
claims, damage or liabilities (or actions in
respect thereof) arise out of, or are based on,
any untrue or alleged untrue statement of any
material fact contained in such Registration
Statement registering the Warrant Shares filed
by the Company with the Commission, including
any preliminary prospectus or final prospectus
contained therein or any amendments or
supplements thereto, or arise out of, or are
based upon, the omission or alleged omission to
state therein a material fact required to be
stated therein, or necessary to make the
statements therein not misleading or arise out
of any violation by the Company of any rule or
regulation promulgated under the Act applicable
to the Company and relating to action or
inaction required of the Company in connection
with any such registration; provided, however,
that the indemnity agreement contained in this
Section 5.4.1 shall not apply to amounts paid
in settlement of any such loss, claim, damage,
liability or action if such settlement is
effected without the consent of the Company
(which consent shall not be unreasonably
withheld) nor shall the Company be liable in
any such case for any such loss, claim, damage,
liability, or action to the extent that it
arises out of, or is based upon, any untrue
statement or alleged untrue statement or
omission or alleged omission made in connection
with such Registration Statement, preliminary
prospectus, final prospectus, or amendments or
supplements thereto, in reliance upon, and in
conformity with, written information furnished
expressly for use in connection with such
<PAGE>
Registration Statement by the Holder, any
underwriter or Controlling Party thereof.
5.4.2 Except as otherwise provided in this Section
5.4, to the extent permitted by law, the Holder
will indemnify and hold harmless the Company,
each of its directors, each of its officers who
have signed the Registration Statement that
includes Warrant Shares, each person, if any,
who controls the Company within the meaning of
the Act or the Exchange Act, and each agent for
the Company against any losses, claims,
damages, or liabilities to which the Company or
any such director, officer, controlling person,
agent, or underwriter may become subject under
the Act, insofar as such losses, claims,
damages or liabilities (or actions in respect
thereto) arise out of, or are based upon, any
untrue statement or alleged untrue statement of
a material fact contained in such Registration
Statement, including any preliminary prospectus
or final prospectus contained therein or any
amendments or supplements thereto, or arise out
of, or are based upon, the omission or alleged
omission to state therein a material fact
required to be stated therein or necessary to
make the statements therein not misleading, in
each case to the extent, but only to the
extent, that such untrue statement or omission
or alleged untrue statement or omission was
made in such Registration Statement,
preliminary or final prospectus or amendments
or supplements thereto, in reliance upon, and
in conformity with, written information
furnished by, or on behalf of, the Holder for
use in connection with such Registration
Statement; provided, however, that the
indemnity agreement contained in this section
5.4.2 shall not apply to amounts paid in
settlement of any such loss, claim, damage,
liability or action if such settlement is
effected without the consent of the Holder
(which consent shall not be unreasonably
withheld), and that the obligation of the
Holder hereunder shall be limited to an amount
equal to the proceeds to the Holder of Warrant
Shares sold pursuant thereto.
5.4.3 Promptly after receipt by a person entitled to
indemnification pursuant to this Section 5.4
(an "Indemnified Party") of notice of the
<PAGE>
commencement of any action, the Indemnified
Party will, if a claim in respect thereof is to
be made against the indemnifying party under
this Section 5.4, notify in writing the
indemnifying party of the commencement thereof,
but the omission so to notify the indemnifying
party will not relieve it from any liability
which it may have to the Indemnified Party
otherwise than under this Section. In case any
such claim or action is brought against an
Indemnified Party and it notifies the
indemnifying party of the commencement thereof,
the indemnifying party will be entitled to
participate in and, to the extent that it may
wish, jointly with any other indemnifying party
similarly notified, to assume the defense
thereof, subject to the provisions herein
stated, with counsel reasonably satisfactory to
the Indemnified Party, and after notice from
the indemnifying party to the Indemnified Party
of its election so to assume the defense
thereof, the indemnifying party will not be
liable to the Indemnified Party under this
Section 5.4 for any legal or other expenses
subsequently incurred by the Indemnified Party
in connection with the defense thereof. The
Indemnified Party shall have the right to
employ separate counsel in any such action and
to participate in the defense thereof, but the
fees and expenses of such counsel shall be paid
by the Indemnified Party, except that the
indemnifying party shall pay such reasonable
fees and expenses of such counsel only in the
event that (a) the employment of such counsel
has been specifically authorized in writing by
the indemnifying party and the indemnifying
party has agreed, in writing, to pay such fees
and expenses, or (b) the named parties to any
such action (including any impleaded parties)
include both the Indemnified Party or parties
and the indemnifying party and the Indemnified
Party has been advised by counsel for the
indemnifying party that there are defenses
available to it or them that the indemnifying
party or its counsel refuses to accept or
counsel for the indemnifying party reasonably
determines that there may be a conflict between
the position of the indemnifying party and the
Indemnified Party in conducting the defense of
such action, then counsel for the Indemnified
Party (at the indemnifying party's expense)
<PAGE>
shall be entitled to conduct only that part of
the Indemnified Party's or parties' defense
that counsel for the indemnifying party
declines to, or cannot, conduct because of the
foregoing reasons, it being understood,
however, that the indemnifying party or parties
shall not, in connection with any one such
action or separate, but substantially similar
or related actions in the same jurisdiction
arising out of the same general allegations or
circumstances, be liable for the reasonable
fees and expenses of more than one (1) separate
firm of attorneys for all such Indemnified
Party or parties.
6. Investment Representation and Transferability.
6.1 By acceptance hereof, the Holder represents and warrants
that this Warrant is being acquired, and all Warrant
Shares to be purchased upon the exercise of this Warrant
will be acquired, by the Holder solely for the account of
such Holder, and not with a view to the fractionalization
and distribution thereof, and will not be sold or
transferred except in accordance with the applicable
provisions of the Act and the rules and regulations of
the Commission promulgated thereunder. The Holder
covenants and agrees that this Warrant and the Warrant
Shares will not be sold or transferred except under cover
of a Registration Statement under the Act which the
Commission has declared effective and which is current
with respect to such Warrant and the Warrant Shares or
pursuant to an opinion of counsel reasonably satisfactory
to the Company that registration under the Act is not
required in connection with such sale or transfer. Any
Warrant Shares issued upon exercise of this Warrant shall
bear the following legend:
The securities represented by this certificate
have not been registered under the Securities
Act of 1933, as amended, and are restricted
securities within the meaning thereof. Such
securities may not be sold or transferred
except pursuant to a Registration Statement
under such Act which is effective and current
with respect to such securities or pursuant to
an opinion of counsel reasonably satisfactory
to the issuer of such securities that such sale
or transfer is exempt from the registration
requirements of such Act.
<PAGE>
6.2 The Holder agrees that the Company may refuse to permit
the sale, transfer or disposition of this Warrant or any
of the Warrant Shares unless there is in effect a
Registration Statement under the Act and any applicable
state securities law covering such transfer or the Holder
furnishes an opinion of counsel, reasonably satisfactory
to counsel for the Company, to the effect that such
registration is not required.
6.3 The Holder understands that under the Act, this Warrant
and the Warrant Shares must be held indefinitely unless
they are subsequently registered under the Act or unless
an exemption from such registration is available with
respect to any proposed transfer or disposition of the
Warrant or the Warrant Shares.
7. Loss, etc. of Warrant. Upon receipt of evidence satisfactory
to the Company of the loss, theft, destruction or mutilation of this
Warrant, and of indemnity reasonably satisfactory to the Company,
if lost, stolen or destroyed, and upon surrender and cancellation
of this Warrant, if mutilated, and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute
and deliver to the Holder a new Warrant of like date, tenor and
denomination.
8. Warrant Holder Not Shareholder. This Warrant shall not be
deemed to confer upon the Holder any right to vote or to consent to
or receive notice as a shareholder of the Company, as such, in
respect of any matters whatsoever, or any other rights or
liabilities as a shareholder, prior to the exercise hereof.
9. Notices. Except as otherwise specified herein to the contrary,
all notices, requests, demands and other communications required or
desired to be given hereunder shall only be effective if given in
writing, by hand or fax, by certified or registered mail, return
receipt requested, postage prepaid, or by U. S. Express Mail
service, or by private overnight mail service (e.g., Federal
Express). Any such notice shall be deemed to have been given (a)
on the business day actually received if given by hand or by fax,
(b) on the business day immediately subsequent to mailing, if sent
by U.S. Express Mail service or private overnight mail service, or
(c) five (5) business days following the mailing thereof, if mailed
by certified or registered mail, postage prepaid, return receipt
requested, and all such notices shall be sent to the following
addresses (or to such other address or addresses as a party may have
advised the other in the manner provided in this Section 9) to:
<PAGE>
If to the Company: Perma-Fix Environmental
Services, Inc.
1940 Northwest 67th Place
Gainesville, Florida 32606-1649
Attention: Dr. Louis F. Centofanti
Chief Executive Officer
Fax No.: (352) 373-0040
If to the Holder: Marvin S. Rosen
220 East 65th Street, Apt. 35E
New York, New York 10021
10. Headings. The headings of this Warrant have been inserted as
a matter of convenience and shall not affect the construction
hereof.
11. Applicable Law. This Warrant shall be governed by, and
construed in accordance with, the laws of the State of Delaware,
without giving effect to the principles of conflicts of law thereof.
<PAGE>
IN WITNESS WHEREOF, this Warrant has been signed by the
parties hereto this 16th day of September, 1996.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By
______________________________
Dr. Louis F. Centofanti
Chief Executive Officer
(the "Company")
________________________________
MARVIN S. ROSEN
(the "Holder")
BALL:\N-P\PESI\S-3\EXHIBIT4.14
<PAGE>
SUBSCRIPTION
The undersigned, ________________________, pursuant to the
provisions of the foregoing Warrant, hereby agrees to subscribe for
and purchase ____________________ shares of the Common Stock of
PERMA-FIX ENVIRONMENTAL SERVICES, INC., covered by said Warrant, and
makes payment therefor in full at the price per share provided by
said Warrant pursuant to the terms of said Warrant.
Dated:____________________ Signature_______________________
Address_________________________
ASSIGNMENT
FOR VALUE RECEIVED, _________________________________ hereby
sells, assigns and transfers unto _________________________________
the foregoing Warrant and all rights evidenced thereby, and does
irrevocably constitute and appoint _________________________,
attorney, to transfer said Warrant on the books of PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
Dated:____________________ Signature_______________________
Address_________________________
PARTIAL ASSIGNMENT
FOR VALUE RECEIVED, _________________________________ hereby
sells, assigns and transfers unto _________________________________
the right to purchase _________ shares of the Common Stock of PERMA-
FIX ENVIRONMENTAL SERVICES, INC. by the foregoing Warrant and all
rights evidenced thereby, and does irrevocably constitute and
appoint _________________________, attorney, to transfer that part
of said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES,
INC.
Dated:____________________ Signature_______________________
Address_________________________
BALL:\N-P\PESI\S-3\EXHIBIT4.14
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED
EXCEPT (i) UNDER COVER OF A REGISTRATION STATEMENT UNDER THE ACT
WHICH IS EFFECTIVE AND CURRENT WITH RESPECT TO THIS WARRANT OR SUCH
SHARES OF COMMON STOCK, AS THE CASE MAY BE, OR (ii) PURSUANT TO THE
WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO
THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH
RESPECT TO SUCH SALE OR TRANSFER.
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
Warrant for the Purchase of Shares of Common Stock
No. 8-9-96 200,000 shares of
September 16, 1996 Common Stock
FOR VALUE RECEIVED, PERMA-FIX ENVIRONMENTAL SERVICES, INC. (the
"Company"), a Delaware corporation, hereby certifies that D. H.
BLAIR INVESTMENT BANKING CORPORATION, or any permitted assignee
thereof (the "Holder"), is entitled to purchase from the Company,
at any time in whole, or from time to time in part, during the
period commencing January 1, 1997, and ending at 5:00 p.m. Eastern
Standard Time on September 15, 1999 (the "Exercise Period"), up to
two hundred thousand (200,000) fully paid and nonassessable shares
of common stock, $.001 par value, of the Company (the "Common
Stock"), at a purchase price of $1.75 per share; provided, however,
that the number of shares of Common Stock to be issued and delivered
by the Company upon any exercise of this Warrant and the purchase
price to be paid for each such share shall be subject to adjustment
from time to time as hereinafter provided in this Warrant. This
Warrant and all warrants of like tenor which may be issued by the
Company in exchange or substitution for, or upon the transfer or
partial exercise of, this Warrant are hereinafter collectively
referred to as the "Warrants"; the shares of Common Stock issuable
and issued upon exercise of the Warrants are hereinafter
collectively referred to as the "Warrant Shares" and the price
payable for each of the Warrant Shares upon such exercise is
hereinafter referred to as the "Warrant Price".
1. Exercise of Warrant. This Warrant may be exercised, as a whole
at any one time or in part from time to time, during the Exercise
Period, by the Holder by the surrender of this Warrant (with the
subscription form at the end hereof duly executed by the Holder) at
the address set forth in Section 9 hereof, together with payment in
the manner hereinafter set forth, of an amount equal to the Warrant
Price in effect at the date of such exercise multiplied by the total
number of Warrant Shares to be purchased upon such exercise.
Payment for Warrant Shares shall be made by a cashier's or certified
check or money order, payable in New York Clearing House funds, to
the order of the Company. If this Warrant is exercised in part,
such exercise shall be for a whole number of Warrant Shares and the
Holder shall be entitled to receive a new Warrant covering the
<PAGE>
number of Warrant Shares in respect of which this Warrant has not
been exercised. Upon any exercise and surrender of this Warrant,
the Company (a) will issue and deliver to the Holder a certificate
or certificates in the name of the Holder for the largest whole
number of Warrant Shares to which the Holder shall be entitled and,
if this Warrant is exercised in whole, in lieu of any fractional
Warrant Share to which the Holder otherwise might be entitled, cash
in an amount equal to the fair value of such fractional share
(determined in such reasonable manner as the Board of Directors of
the Company shall determine), and (b) will deliver to the Holder
such other securities and properties which the Holder may be
entitled to receive upon such exercise, or the proportionate part
thereof if this Warrant is exercised in part, pursuant to the
provisions of this Warrant.
2. Reservation of Warrant Shares.
2.1 The Company covenants and agrees that all Warrant Shares
which may be acquired by the Holder under this Warrant
will, when issued and upon delivery, be duly and validly
authorized and issued, fully paid and nonassessable, and
free from all restrictions on the sale or transfer
thereof, except such restrictions as may be imposed under
applicable federal and state securities laws and
applicable exchange on which the Common Stock may be
listed, and free and clear of all preemptive rights.
2.2 The Company covenants and agrees that it will, at all
times, reserve and keep available an authorized number of
shares of its Common Stock and other applicable
securities sufficient to permit the exercise in full of
this Warrant; and, if at the time the number of
authorized but unissued shares of Common Stock shall not
be sufficient to effect the exercise of this Warrant, the
Company will take such corporate action at its next
annual meeting of stockholders as may be necessary to
increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for
such purpose, including, without limitation, engaging in
reasonable efforts to obtain the requisite stockholder
approval of any necessary amendment to its Certificate of
Incorporation.
3. Protection Against Dilution.
3.1 If, at any time or from time to time after the date of
this Warrant, the Company shall distribute pro rata to
all of the holders of its then outstanding shares of
Common Stock (a) securities, other than shares of Common
Stock or stock options, or (b) property, other than cash,
without payment therefor, then, and in each such case,
<PAGE>
the Holder, upon the exercise of this Warrant, shall be
entitled to receive the securities and property which the
Holder would hold on the date of such exercise if, on the
date of this Warrant, the Holder had been the holder of
record of the number of shares of the Common Stock
subscribed for upon such exercise and, during the period
from the date of this Warrant to and including the date
of such exercise, had retained such shares and the
securities and properties receivable by the Holder during
such period.
3.2 If, at any time or from time to time after the date of
this Warrant, the Company shall (a) pay a dividend on its
Common Stock in shares of Common Stock, (b) subdivide its
outstanding shares of Common Stock into a greater number
of shares, (c) combine its outstanding shares of Common
Stock into a smaller number of shares, or (d) issue by
reclassification of its Common Stock any shares of any
other class of capital stock of the Company, the number
of Warrant Shares and the Warrant Price in effect
immediately prior to such event shall be adjusted so
that, upon exercise of this Warrant, the Holder shall be
entitled to purchase under this Warrant, without
additional consideration therefor, the number of shares
of Common Stock or other capital stock of the Company
which he would have owned or been entitled to purchase
immediately following the happening of any of the events
described above in this subsection 3.2 had this Warrant
been exercised and the Holder become the holder of record
of the Warrant Shares purchased upon such exercise
immediately prior to the record date fixed for the
determination of stockholders entitled to receive such
dividend or distribution or the effective date of such
subdivision, combination or reclassification at a Warrant
Price equal to the aggregate consideration which the
Holder would have had to pay for such Warrant Shares
immediately prior to such event divided by the number of
Warrant Shares the Holder is entitled to receive
immediately after such event. An adjustment made
pursuant to this subsection 3.2 shall become effective
immediately after the record date in the case of a
dividend or distribution and shall become effective
immediately after the effective date in the case of a
subdivision, combination or reclassification. If, as a
result of an adjustment made pursuant to this subsection
3.2, the Holder of this Warrant thereafter surrendered
for exercise shall become entitled to receive shares of
two or more classes of capital stock or shares of Common
Stock and any other class of capital stock of the
company, the Board of Directors (whose determination
shall be conclusive and shall be described in a written
<PAGE>
notice to all holders of the Warrants promptly after such
adjustment) shall determine the allocation of the
adjusted Warrant Price between or among shares of such
classes of capital stock or shares of Common Stock and
such other class of capital stock.
3.3 In case of any consolidation or merger to which the
Company is a party, other than a merger or consolidation
in which the Company is the continuing or surviving
corporation, or in case of any sale or conveyance to
another entity of all or substantially all of the
property of the Company as an entirety or substantially
as an entirety, the Holder of this Warrant shall have the
right thereafter, upon exercise of this Warrant, to
receive the kind and amount of securities, cash or other
property which he would have owned or been entitled to
receive immediately after such consolidation, merger,
sale or conveyance had this Warrant been exercised
immediately prior to the effective date of such
consolidation, merger, sale or conveyance and in any such
case, if necessary, appropriate adjustment shall be made
in the application thereafter of the provisions of this
Section 3 with respect to the rights and interests of the
Holder of this Warrant to the end that the provisions of
this Section 3 thereafter shall be correspondingly
applicable, as nearly as may reasonably be, to such
securities and other property. Notice of any such
consolidation, merger, sale or conveyance, and of said
provisions so proposed to be made, shall be mailed to the
Holder not less than thirty (30) days prior to such
event. A sale of all, or substantially all, of the
assets of the Company for a consideration consisting
primarily of securities shall be deemed a consolidation
or merger for the foregoing purposes.
4. Fully Paid Stock; Taxes. The Company agrees that the shares
of the Common Stock represented by each and every certificate for
Warrant Shares delivered upon the exercise of this Warrant shall,
at the time of such delivery, be validly issued and outstanding,
fully paid and nonassessable, and not subject to preemptive rights,
and the Company will take all such actions as may be necessary to
assure that the par value or stated value, if any, per share of the
Common Stock is at all times equal to or less than the Warrant
Price. The Company further covenants and agrees that it will pay,
when due and payable, any and all federal and state stamp, original
issue or similar taxes which may be payable in respect of the
issuance of any Warrant Share or certificate therefor.
<PAGE>
5. Registration Under Securities Act of 1933.
5.1 Subject to the terms of this Section 5, if, at any time
during the Exercise Period, the Company receives a
written request from the Holder (whether or not the
Holder theretofore shall have exercised this Warrant in
whole or in part), and provided that (a) at the time of
such request the Holder is the owner of, and/or has the
right pursuant to this Warrant to purchase, Warrant
Shares representing at least fifty percent (50%) of the
total number of Warrant Shares, and (b) the Company has
not theretofore included within the coverage of a
Registration Statement filed by the Company with the
Securities and Exchange Commission ("Commission") under
the Securities Act of 1933, as amended (the "Act"), which
Registration Statement has been declared effective by the
Commission, at least fifty percent (50%) of the Warrant
Shares, the Company promptly shall prepare and file with
the Commission a Registration Statement under the Act
covering all of the Warrant Shares theretofore issued and
which thereafter may be issuable upon the exercise of
Warrants (provided, that the audited financial statements
to be included in such Registration Statement shall be
the year-end financial statements customarily included in
the Company's Annual Report on Form 10-K under the
Securities Exchange Act of 1934 (the "Exchange Act"), and
provided further, that, if the request for registration
is received within three (3) months prior to the
commencement of a fiscal year of the Company, the Company
may delay the preparation and filing of such Registration
Statement for a period of not more than ninety (90) days
following the commencement of such fiscal year in order
to prepare and include in such Registration Statement
audited financial statements for the immediately
preceding fiscal year), shall use its reasonable efforts
to cause such Registration Statement to become effective
and to remain effective and current with respect to the
Warrant Shares for an aggregate period of one (1) year
(exclusive of any period during which the prospectus
included therein shall not meet the requirements of
Section 10 of the Act) and shall take all other action
necessary or appropriate to cause the prospectus included
therein to be available for the sale of Warrant Shares
from time to time during such period by the holders
thereof in ordinary brokerage transactions in the over-
the-counter market or on any national securities exchange
on which the Common Stock is then listed. The right to
demand the filing of a Registration Statement pursuant to
this subsection 5.1 shall be exercisable on one (1)
occasion only. The Holder's rights under this Section
5.1 shall expire and terminate at the earlier of (a) such
<PAGE>
time as the Holder shall receive from counsel for the
Company a written opinion of such counsel that the Holder
has the right, pursuant to Rule 144 promulgated under the
Act, to sell as of the date of such opinion, any portion
of the Warrant Shares then held and/or purchasable upon
the exercise of this Warrant by the Holder, or (b) upon
a Registration Statement being declared effective by the
Commission in which the Company has included at least
fifty percent (50%) of the Warrant Shares within the
coverage of such Registration Statement.
5.2 Whenever the Company includes Warrant Shares in a
Registration Statement, the Company shall (a) furnish the
Holder of Warrant Shares included in such Registration
Statement and each underwriter of such Warrant Shares
with such copies of a current prospectus, including the
preliminary prospectus, conforming to the requirements of
Section 10 of the Act (and such other documents as each
such Holder or each such underwriter may reasonably
request), as such Holder(s) and underwriter(s) may
reasonably require in order to effectuate the offer and
sale of the Warrant Shares included in such Registration
Statement; (b) use its reasonable efforts to register or
qualify such Warrant Shares under the blue sky laws (to
the extent applicable) of such jurisdiction or
jurisdictions which the Company deems appropriate or
necessary, provided, however, that the Company shall not
be obligated to register or qualify any Warrant Shares
under those "blue sky" securities laws which the Company
deems are unduly burdensome in connection with such
registration or qualification of Warrant Shares in such
state; and, (iii) take such other actions as may be
reasonably necessary or advisable to enable such
Holder(s) and such underwriters to consummate the sale or
distribution in such jurisdiction or jurisdictions in
which such Holder(s) shall have reasonably requested that
the Warrant Shares be sold; provided, however, that the
Company shall not be required to qualify as a foreign
corporation or broker-dealer in any jurisdiction or to
file a consent to service of process in any jurisdiction
in any action other than one arising out of the offering
or sale of the Warrant Shares.
5.3 The Company shall pay all expenses incurred in connection
with any registration of the Warrant Shares pursuant to
the provisions of this Section 5, except underwriting
discounts, brokerage commissions, and applicable
insurance and transfer taxes relating to the sale of the
Warrant Shares are to be paid by the Holder, and, should
the Holder elect to be separately represented by counsel,
<PAGE>
the fees and disbursements payable to such counsel for
the Holder shall be paid by the Holder.
5.4 In the event the Company includes any Warrant Shares in
a Registration Statement filed by the Company with the
Commission:
5.4.1 Except as otherwise provided in this Section
5.4, to the extent permitted by law, the
Company will indemnify and hold harmless the
Holder and each other entity or person, if any,
controlling the Holder within the meaning of
either Section 15 of the Act or Section 20 of
the Exchange Act (collectively, the
"Controlling Party"), against any losses,
claims, damages or liabilities to which the
Holder or the Controlling Party may become
subject under the Act, insofar as such losses,
claims, damage or liabilities (or actions in
respect thereof) arise out of, or are based on,
any untrue or alleged untrue statement of any
material fact contained in such Registration
Statement registering the Warrant Shares filed
by the Company with the Commission, including
any preliminary prospectus or final prospectus
contained therein or any amendments or
supplements thereto, or arise out of, or are
based upon, the omission or alleged omission to
state therein a material fact required to be
stated therein, or necessary to make the
statements therein not misleading or arise out
of any violation by the Company of any rule or
regulation promulgated under the Act applicable
to the Company and relating to action or
inaction required of the Company in connection
with any such registration; provided, however,
that the indemnity agreement contained in this
Section 5.4.1 shall not apply to amounts paid
in settlement of any such loss, claim, damage,
liability or action if such settlement is
effected without the consent of the Company
(which consent shall not be unreasonably
withheld) nor shall the Company be liable in
any such case for any such loss, claim, damage,
liability, or action to the extent that it
arises out of, or is based upon, any untrue
statement or alleged untrue statement or
omission or alleged omission made in connection
with such Registration Statement, preliminary
prospectus, final prospectus, or amendments or
supplements thereto, in reliance upon, and in
<PAGE>
conformity with, written information furnished
expressly for use in connection with such
Registration Statement by the Holder, any
underwriter or Controlling Party thereof.
5.4.2 Except as otherwise provided in this Section
5.4, to the extent permitted by law, the Holder
will indemnify and hold harmless the Company,
each of its directors, each of its officers who
have signed the Registration Statement that
includes Warrant Shares, each person, if any,
who controls the Company within the meaning of
the Act or the Exchange Act, and each agent for
the Company against any losses, claims,
damages, or liabilities to which the Company or
any such director, officer, controlling person,
agent, or underwriter may become subject under
the Act, insofar as such losses, claims,
damages or liabilities (or actions in respect
thereto) arise out of, or are based upon, any
untrue statement or alleged untrue statement of
a material fact contained in such Registration
Statement, including any preliminary prospectus
or final prospectus contained therein or any
amendments or supplements thereto, or arise out
of, or are based upon, the omission or alleged
omission to state therein a material fact
required to be stated therein or necessary to
make the statements therein not misleading, in
each case to the extent, but only to the
extent, that such untrue statement or omission
or alleged untrue statement or omission was
made in such Registration Statement,
preliminary or final prospectus or amendments
or supplements thereto, in reliance upon, and
in conformity with, written information
furnished by, or on behalf of, the Holder for
use in connection with such Registration
Statement; provided, however, that the
indemnity agreement contained in this section
5.4.2 shall not apply to amounts paid in
settlement of any such loss, claim, damage,
liability or action if such settlement is
effected without the consent of the Holder
(which consent shall not be unreasonably
withheld), and that the obligation of the
Holder hereunder shall be limited to an amount
equal to the proceeds to the Holder of Warrant
Shares sold pursuant thereto.
<PAGE>
5.4.3 Promptly after receipt by a person entitled to
indemnification pursuant to this Section 5.4
(an "Indemnified Party") of notice of the
commencement of any action, the Indemnified
Party will, if a claim in respect thereof is to
be made against the indemnifying party under
this Section 5.4, notify in writing the
indemnifying party of the commencement thereof,
but the omission so to notify the indemnifying
party will not relieve it from any liability
which it may have to the Indemnified Party
otherwise than under this Section. In case any
such claim or action is brought against an
Indemnified Party and it notifies the
indemnifying party of the commencement thereof,
the indemnifying party will be entitled to
participate in and, to the extent that it may
wish, jointly with any other indemnifying party
similarly notified, to assume the defense
thereof, subject to the provisions herein
stated, with counsel reasonably satisfactory to
the Indemnified Party, and after notice from
the indemnifying party to the Indemnified Party
of its election so to assume the defense
thereof, the indemnifying party will not be
liable to the Indemnified Party under this
Section 5.4 for any legal or other expenses
subsequently incurred by the Indemnified Party
in connection with the defense thereof. The
Indemnified Party shall have the right to
employ separate counsel in any such action and
to participate in the defense thereof, but the
fees and expenses of such counsel shall be paid
by the Indemnified Party, except that the
indemnifying party shall pay such reasonable
fees and expenses of such counsel only in the
event that (a) the employment of such counsel
has been specifically authorized in writing by
the indemnifying party and the indemnifying
party has agreed, in writing, to pay such fees
and expenses, or (b) the named parties to any
such action (including any impleaded parties)
include both the Indemnified Party or parties
and the indemnifying party and the Indemnified
Party has been advised by counsel for the
indemnifying party that there are defenses
available to it or them that the indemnifying
party or its counsel refuses to accept or
counsel for the indemnifying party reasonably
determines that there may be a conflict between
the position of the indemnifying party and the
<PAGE>
Indemnified Party in conducting the defense of
such action, then counsel for the Indemnified
Party (at the indemnifying party's expense)
shall be entitled to conduct only that part of
the Indemnified Party's or parties' defense
that counsel for the indemnifying party
declines to, or cannot, conduct because of the
foregoing reasons, it being understood,
however, that the indemnifying party or parties
shall not, in connection with any one such
action or separate, but substantially similar
or related actions in the same jurisdiction
arising out of the same general allegations or
circumstances, be liable for the reasonable
fees and expenses of more than one (1) separate
firm of attorneys for all such Indemnified
Party or parties.
6. Investment Representation and Transferability.
6.1 By acceptance hereof, the Holder represents and warrants
that this Warrant is being acquired, and all Warrant
Shares to be purchased upon the exercise of this Warrant
will be acquired, by the Holder solely for the account of
such Holder, and not with a view to the fractionalization
and distribution thereof, and will not be sold or
transferred except in accordance with the applicable
provisions of the Act and the rules and regulations of
the Commission promulgated thereunder. The Holder
covenants and agrees that this Warrant and the Warrant
Shares will not be sold or transferred except under cover
of a Registration Statement under the Act which the
Commission has declared effective and which is current
with respect to such Warrant and the Warrant Shares or
pursuant to an opinion of counsel reasonably satisfactory
to the Company that registration under the Act is not
required in connection with such sale or transfer. Any
Warrant Shares issued upon exercise of this Warrant shall
bear the following legend:
The securities represented by this certificate
have not been registered under the Securities
Act of 1933, as amended, and are restricted
securities within the meaning thereof. Such
securities may not be sold or transferred
except pursuant to a Registration Statement
under such Act which is effective and current
with respect to such securities or pursuant to
an opinion of counsel reasonably satisfactory
to the issuer of such securities that such sale
<PAGE>
or transfer is exempt from the registration
requirements of such Act.
Nothing contained in this Section 6.1 shall prohibit D.
H. Blair Investment Banking Corporation from transferring
or assigning all or any portion of this Warrant to (i)
any corporation or association that is a successor to D.
H. Blair Investment Banking Corporation or (ii) to one or
more officers or affiliates (as such term is defined in
Rule 405 promulgated under the Act) of D. H. Blair
Investment Banking Corporation or D. H. Blair & Co.,
Inc., provided that any such assignee or transferee shall
be bound by the terms of this Warrant and prior to such
assignment or transfer such transferee or assignee shall
execute such documents as may reasonably be required by
the Company to evidence that such assignee or transferee
is bound by the terms hereof. The Company may treat the
registered holder of this Warrant as he or it appears on
the Company's books at any time as the holder of this
Warrant for all purposes.
6.2 Except as otherwise specifically provided in Section 6.1
above, the Holder agrees that the Company may refuse to
permit the sale, transfer or disposition of this Warrant
or any of the Warrant Shares unless there is in effect a
Registration Statement under the Act and any applicable
state securities law covering such transfer or the Holder
furnishes an opinion of counsel, reasonably satisfactory
to counsel for the Company, to the effect that such
registration is not required.
6.3 The Holder understands that under the Act, this Warrant
and the Warrant Shares must be held indefinitely unless
they are subsequently registered under the Act or unless
an exemption from such registration is available with
respect to any proposed transfer or disposition of the
Warrant or the Warrant Shares.
7. Loss, etc. of Warrant. Upon receipt of evidence satisfactory
to the Company of the loss, theft, destruction or mutilation of this
Warrant, and of indemnity reasonably satisfactory to the Company,
if lost, stolen or destroyed, and upon surrender and cancellation
of this Warrant, if mutilated, and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute
and deliver to the Holder a new Warrant of like date, tenor and
denomination.
8. Warrant Holder Not Shareholder. This Warrant shall not be
deemed to confer upon the Holder any right to vote or to consent to
or receive notice as a shareholder of the Company, as such, in
<PAGE>
respect of any matters whatsoever, or any other rights or
liabilities as a shareholder, prior to the exercise hereof.
9. Notices. Except as otherwise specified herein to the contrary,
all notices, requests, demands and other communications required or
desired to be given hereunder shall only be effective if given in
writing, by hand or fax, by certified or registered mail, return
receipt requested, postage prepaid, or by U. S. Express Mail
service, or by private overnight mail service (e.g., Federal
Express). Any such notice shall be deemed to have been given (a)
on the business day actually received if given by hand or by fax,
(b) on the business day immediately subsequent to mailing, if sent
by U.S. Express Mail service or private overnight mail service, or
(c) five (5) business days following the mailing thereof, if mailed
by certified or registered mail, postage prepaid, return receipt
requested, and all such notices shall be sent to the following
addresses (or to such other address or addresses as a party may have
advised the other in the manner provided in this Section 9) to:
If to the Company: Perma-Fix Environmental
Services, Inc.
1940 Northwest 67th Place
Gainesville, Florida 32606-1649
Attention: Dr. Louis F. Centofanti
Chief Executive Officer
Fax No.: (352) 373-0040
If to the Holder: D. H. Blair Investment
Banking Corporation
44 Wall Street
New York, New York 10005
Attention: J. Morton Davis
Fax No.: (212) 269-1438
10. Headings. The headings of this Warrant have been inserted as
a matter of convenience and shall not affect the construction
hereof.
11. Applicable Law. This Warrant shall be governed by, and
construed in accordance with, the laws of the State of Delaware,
without giving effect to the principles of conflicts of law thereof.
<PAGE>
IN WITNESS WHEREOF, this Warrant has been signed by the parties
hereto this 16th day of September, 1996.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By
______________________________
Dr. Louis F. Centofanti
Chief Executive Officer
(the "Company")
D. H. BLAIR INVESTMENT
BANKING CORPORATION
By
______________________________
Name:
___________________________
Title:
__________________________
(the "Holder")
BALL:\N-P\PESI\S-3\EXHIBIT4.15
<PAGE>
SUBSCRIPTION
The undersigned, ________________________, pursuant to the
provisions of the foregoing Warrant, hereby agrees to subscribe for
and purchase ____________________ shares of the Common Stock of
PERMA-FIX ENVIRONMENTAL SERVICES, INC., covered by said Warrant, and
makes payment therefor in full at the price per share provided by
said Warrant pursuant to the terms of said Warrant.
Dated:____________________ Signature_______________________
Address_________________________
ASSIGNMENT
FOR VALUE RECEIVED, _________________________________ hereby
sells, assigns and transfers unto _________________________________
the foregoing Warrant and all rights evidenced thereby, and does
irrevocably constitute and appoint _________________________,
attorney, to transfer said Warrant on the books of PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
Dated:____________________ Signature_______________________
Address_________________________
PARTIAL ASSIGNMENT
FOR VALUE RECEIVED, _________________________________ hereby
sells, assigns and transfers unto _________________________________
the right to purchase _________ shares of the Common Stock of PERMA-
FIX ENVIRONMENTAL SERVICES, INC. by the foregoing Warrant and all
rights evidenced thereby, and does irrevocably constitute and
appoint _________________________, attorney, to transfer that part
of said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES,
INC.
Dated:____________________ Signature_______________________
Address_________________________
BALL:\N-P\PESI\S-3\EXHIBIT4.15
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED
EXCEPT (i) UNDER COVER OF A REGISTRATION STATEMENT UNDER THE ACT
WHICH IS EFFECTIVE AND CURRENT WITH RESPECT TO THIS WARRANT OR SUCH
SHARES OF COMMON STOCK, AS THE CASE MAY BE, OR (ii) PURSUANT TO THE
WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO
THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH
RESPECT TO SUCH SALE OR TRANSFER.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT ("FLORIDA ACT") AND ARE BEING
GRANTED AND SOLD IN RELIANCE UPON AN EXEMPTION CONTAINED IN SECTION
517.061 (11) THEREOF. THIS WARRANT AND THE SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE REOFFERED FOR SALE
OR RESOLD IN THE STATE OF FLORIDA UNLESS SUCH ARE REGISTERED OR THE
TRANSACTION IS EXEMPT UNDER THE FLORIDA ACT. ANY SALE MADE UNDER
THIS WARRANT TO A PERSON IN FLORIDA UNDER SUCH SUBSECTION IS
VOIDABLE AT THE OPTION OF SUCH PERSON WITHIN THREE (3) DAYS AFTER
THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PERSON TO THE
ISSUER OR ITS AGENT, OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF
THIS PRIVILEGE IS COMMUNICATED TO SUCH PERSON, WHICH EVER OCCURS
LATER.
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
Warrant for the Purchase of Shares of Common Stock
No. 9-9-96 200,000 shares of
September 16, 1996 Common Stock
FOR VALUE RECEIVED, PERMA-FIX ENVIRONMENTAL SERVICES, INC. (the
"Company"), a Delaware corporation, hereby certifies that STEVE
GORLIN, or any permitted assignee thereof (the "Holder"), is
entitled to purchase from the Company, at any time in whole, or from
time to time in part, during the period commencing January 1, 1997,
and ending at 5:00 p.m. Eastern Standard Time on September 15, 1999
(the "Exercise Period"), up to two hundred thousand (200,000) fully
paid and nonassessable shares of common stock, $.001 par value, of
the Company (the "Common Stock"), at a purchase price of $1.75 per
share; provided, however, that the number of shares of Common Stock
to be issued and delivered by the Company upon any exercise of this
Warrant and the purchase price to be paid for each such share shall
be subject to adjustment from time to time as hereinafter provided
in this Warrant. This Warrant and all warrants of like tenor which
may be issued by the Company in exchange or substitution for, or
upon the transfer or partial exercise of, this Warrant are
hereinafter collectively referred to as the "Warrants"; the shares
of Common Stock issuable and issued upon exercise of the Warrants
are hereinafter collectively referred to as the "Warrant Shares" and
the price payable for each of the Warrant Shares upon such exercise
is hereinafter referred to as the "Warrant Price".
<PAGE>
1. Exercise of Warrant. This Warrant may be exercised, as a whole
at any one time or in part from time to time, during the Exercise
Period, by the Holder by the surrender of this Warrant (with the
subscription form at the end hereof duly executed by the Holder) at
the address set forth in Section 9 hereof, together with payment in
the manner hereinafter set forth, of an amount equal to the Warrant
Price in effect at the date of such exercise multiplied by the total
number of Warrant Shares to be purchased upon such exercise.
Payment for Warrant Shares shall be made by a cashier's or certified
check or money order, payable in New York Clearing House funds, to
the order of the Company. If this Warrant is exercised in part,
such exercise shall be for a whole number of Warrant Shares and the
Holder shall be entitled to receive a new Warrant covering the
number of Warrant Shares in respect of which this Warrant has not
been exercised. Upon any exercise and surrender of this Warrant,
the Company (a) will issue and deliver to the Holder a certificate
or certificates in the name of the Holder for the largest whole
number of Warrant Shares to which the Holder shall be entitled and,
if this Warrant is exercised in whole, in lieu of any fractional
Warrant Share to which the Holder otherwise might be entitled, cash
in an amount equal to the fair value of such fractional share
(determined in such reasonable manner as the Board of Directors of
the Company shall determine), and (b) will deliver to the Holder
such other securities and properties which the Holder may be
entitled to receive upon such exercise, or the proportionate part
thereof if this Warrant is exercised in part, pursuant to the
provisions of this Warrant.
2. Reservation of Warrant Shares.
2.1 The Company covenants and agrees that all Warrant Shares
which may be acquired by the Holder under this Warrant
will, when issued and upon delivery, be duly and validly
authorized and issued, fully paid and nonassessable, and
free from all restrictions on the sale or transfer
thereof, except such restrictions as may be imposed under
applicable federal and state securities laws and
applicable exchange on which the Common Stock may be
listed, and free and clear of all preemptive rights.
2.2 The Company covenants and agrees that it will, at all
times, reserve and keep available an authorized number of
shares of its Common Stock and other applicable
securities sufficient to permit the exercise in full of
this Warrant; and, if at the time the number of
authorized but unissued shares of Common Stock shall not
be sufficient to effect the exercise of this Warrant, the
Company will take such corporate action at its next
annual meeting of stockholders as may be necessary to
increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for
<PAGE>
such purpose, including, without limitation, engaging in
reasonable efforts to obtain the requisite stockholder
approval of any necessary amendment to its Certificate of
Incorporation.
3. Protection Against Dilution.
3.1 If, at any time or from time to time after the date of
this Warrant, the Company shall distribute pro rata to
all of the holders of its then outstanding shares of
Common Stock (a) securities, other than shares of Common
Stock or stock options, or (b) property, other than cash,
without payment therefor, then, and in each such case,
the Holder, upon the exercise of this Warrant, shall be
entitled to receive the securities and property which the
Holder would hold on the date of such exercise if, on the
date of this Warrant, the Holder had been the holder of
record of the number of shares of the Common Stock
subscribed for upon such exercise and, during the period
from the date of this Warrant to and including the date
of such exercise, had retained such shares and the
securities and properties receivable by the Holder during
such period.
3.2 If, at any time or from time to time after the date of
this Warrant, the Company shall (a) pay a dividend on its
Common Stock in shares of Common Stock, (b) subdivide its
outstanding shares of Common Stock into a greater number
of shares, (c) combine its outstanding shares of Common
Stock into a smaller number of shares, or (d) issue by
reclassification of its Common Stock any shares of any
other class of capital stock of the Company, the number
of Warrant Shares and the Warrant Price in effect
<PAGE>
immediately prior to such event shall be adjusted so
that, upon exercise of this Warrant, the Holder shall be
entitled to purchase under this Warrant, without
additional consideration therefor, the number of shares
of Common Stock or other capital stock of the Company
which he would have owned or been entitled to purchase
immediately following the happening of any of the events
described above in this subsection 3.2 had this Warrant
been exercised and the Holder become the holder of record
of the Warrant Shares purchased upon such exercise
immediately prior to the record date fixed for the
determination of stockholders entitled to receive such
dividend or distribution or the effective date of such
subdivision, combination or reclassification at a Warrant
Price equal to the aggregate consideration which the
Holder would have had to pay for such Warrant Shares
immediately prior to such event divided by the number of
Warrant Shares the Holder is entitled to receive
immediately after such event. An adjustment made
pursuant to this subsection 3.2 shall become effective
immediately after the record date in the case of a
dividend or distribution and shall become effective
immediately after the effective date in the case of a
subdivision, combination or reclassification. If, as a
result of an adjustment made pursuant to this subsection
3.2, the Holder of this Warrant thereafter surrendered
for exercise shall become entitled to receive shares of
two or more classes of capital stock or shares of Common
Stock and any other class of capital stock of the
company, the Board of Directors (whose determination
shall be conclusive and shall be described in a written
notice to all holders of the Warrants promptly after such
adjustment) shall determine the allocation of the
adjusted Warrant Price between or among shares of such
classes of capital stock or shares of Common Stock and
such other class of capital stock.
3.3 In case of any consolidation or merger to which the
Company is a party, other than a merger or consolidation
in which the Company is the continuing or surviving
corporation, or in case of any sale or conveyance to
another entity of all or substantially all of the
property of the Company as an entirety or substantially
as an entirety, the Holder of this Warrant shall have the
right thereafter, upon exercise of this Warrant, to
receive the kind and amount of securities, cash or other
property which he would have owned or been entitled to
receive immediately after such consolidation, merger,
sale or conveyance had this Warrant been exercised
immediately prior to the effective date of such
consolidation, merger, sale or conveyance and in any such
case, if necessary, appropriate adjustment shall be made
in the application thereafter of the provisions of this
Section 3 with respect to the rights and interests of the
Holder of this Warrant to the end that the provisions of
this Section 3 thereafter shall be correspondingly
applicable, as nearly as may reasonably be, to such
securities and other property. Notice of any such
consolidation, merger, sale or conveyance, and of said
provisions so proposed to be made, shall be mailed to the
Holder not less than thirty (30) days prior to such
event. A sale of all, or substantially all, of the
assets of the Company for a consideration consisting
primarily of securities shall be deemed a consolidation
or merger for the foregoing purposes.
4. Fully Paid Stock; Taxes. The Company agrees that the shares
of the Common Stock represented by each and every certificate for
Warrant Shares delivered upon the exercise of this Warrant shall,
<PAGE>
at the time of such delivery, be validly issued and outstanding,
fully paid and nonassessable, and not subject to preemptive rights,
and the Company will take all such actions as may be necessary to
assure that the par value or stated value, if any, per share of the
Common Stock is at all times equal to or less than the Warrant
Price. The Company further covenants and agrees that it will pay,
when due and payable, any and all federal and state stamp, original
issue or similar taxes which may be payable in respect of the
issuance of any Warrant Share or certificate therefor.
5. Registration Under Securities Act of 1933.
5.1 Subject to the terms of this Section 5, if, at any time
during the Exercise Period, the Company receives a
written request from the Holder (whether or not the
Holder theretofore shall have exercised this Warrant in
whole or in part), and provided that (a) at the time of
such request the Holder is the owner of, and/or has the
right pursuant to this Warrant to purchase, Warrant
Shares representing at least fifty percent (50%) of the
total number of Warrant Shares, and (b) the Company has
not theretofore included within the coverage of a
Registration Statement filed by the Company with the
Securities and Exchange Commission ("Commission") under
the Securities Act of 1933, as amended (the "Act"), which
Registration Statement has been declared effective by the
Commission, at least fifty percent (50%) of the Warrant
Shares, the Company promptly shall prepare and file with
the Commission a Registration Statement under the Act
covering all of the Warrant Shares theretofore issued and
which thereafter may be issuable upon the exercise of
Warrants (provided, that the audited financial statements
to be included in such Registration Statement shall be
the year-end financial statements customarily included in
the Company's Annual Report on Form 10-K under the
Securities Exchange Act of 1934 (the "Exchange Act"), and
provided further, that, if the request for registration
is received within three (3) months prior to the
commencement of a fiscal year of the Company, the Company
may delay the preparation and filing of such Registration
Statement for a period of not more than ninety (90) days
following the commencement of such fiscal year in order
to prepare and include in such Registration Statement
audited financial statements for the immediately
preceding fiscal year), shall use its reasonable efforts
to cause such Registration Statement to become effective
and to remain effective and current with respect to the
Warrant Shares for an aggregate period of one (1) year
(exclusive of any period during which the prospectus
included therein shall not meet the requirements of
Section 10 of the Act) and shall take all other action
<PAGE>
necessary or appropriate to cause the prospectus included
therein to be available for the sale of Warrant Shares
from time to time during such period by the holders
thereof in ordinary brokerage transactions in the over-
the-counter market or on any national securities exchange
on which the Common Stock is then listed. The right to
demand the filing of a Registration Statement pursuant to
this subsection 5.1 shall be exercisable on one (1)
occasion only. The Holder's rights under this Section
5.1 shall expire and terminate at the earlier of (a) such
time as the Holder shall receive from counsel for the
Company a written opinion of such counsel that the Holder
has the right, pursuant to Rule 144 promulgated under the
Act, to sell as of the date of such opinion, any portion
of the Warrant Shares then held and/or purchasable upon
the exercise of this Warrant by the Holder, or (b) upon
a Registration Statement being declared effective by the
Commission in which the Company has included at least
fifty percent (50%) of the Warrant Shares within the
coverage of such Registration Statement.
5.2 Whenever the Company includes Warrant Shares in a
Registration Statement, the Company shall (a) furnish the
Holder of Warrant Shares included in such Registration
Statement and each underwriter of such Warrant Shares
with such copies of a current prospectus, including the
preliminary prospectus, conforming to the requirements of
Section 10 of the Act (and such other documents as each
such Holder or each such underwriter may reasonably
request), as such Holder(s) and underwriter(s) may
reasonably require in order to effectuate the offer and
sale of the Warrant Shares included in such Registration
Statement; (b) use its reasonable efforts to register or
qualify such Warrant Shares under the blue sky laws (to
the extent applicable) of such jurisdiction or
jurisdictions which the Company deems appropriate or
necessary, provided, however, that the Company shall not
be obligated to register or qualify any Warrant Shares
under those "blue sky" securities laws which the Company
deems are unduly burdensome in connection with such
registration or qualification of Warrant Shares in such
state; and, (iii) take such other actions as may be
reasonably necessary or advisable to enable such
Holder(s) and such underwriters to consummate the sale or
distribution in such jurisdiction or jurisdictions in
which such Holder(s) shall have reasonably requested that
the Warrant Shares be sold; provided, however, that the
Company shall not be required to qualify as a foreign
corporation or broker-dealer in any jurisdiction or to
file a consent to service of process in any jurisdiction
<PAGE>
in any action other than one arising out of the offering
or sale of the Warrant Shares.
5.3 The Company shall pay all expenses incurred in connection
with any registration of the Warrant Shares pursuant to
the provisions of this Section 5, except underwriting
discounts, brokerage commissions, and applicable
insurance and transfer taxes relating to the sale of the
Warrant Shares are to be paid by the Holder, and, should
the Holder elect to be separately represented by counsel,
the fees and disbursements payable to such counsel for
the Holder shall be paid by the Holder.
5.4 In the event the Company includes any Warrant Shares in
a Registration Statement filed by the Company with the
Commission:
5.4.1 Except as otherwise provided in this Section
5.4, to the extent permitted by law, the
Company will indemnify and hold harmless the
Holder and each other entity or person, if any,
controlling the Holder within the meaning of
either Section 15 of the Act or Section 20 of
the Exchange Act (collectively, the
"Controlling Party"), against any losses,
claims, damages or liabilities to which the
Holder or the Controlling Party may become
subject under the Act, insofar as such losses,
claims, damage or liabilities (or actions in
respect thereof) arise out of, or are based on,
any untrue or alleged untrue statement of any
material fact contained in such Registration
Statement registering the Warrant Shares filed
by the Company with the Commission, including
any preliminary prospectus or final prospectus
contained therein or any amendments or
supplements thereto, or arise out of, or are
based upon, the omission or alleged omission to
state therein a material fact required to be
stated therein, or necessary to make the
statements therein not misleading or arise out
of any violation by the Company of any rule or
regulation promulgated under the Act applicable
to the Company and relating to action or
inaction required of the Company in connection
with any such registration; provided, however,
that the indemnity agreement contained in this
Section 5.4.1 shall not apply to amounts paid
in settlement of any such loss, claim, damage,
liability or action if such settlement is
effected without the consent of the Company
<PAGE>
(which consent shall not be unreasonably
withheld) nor shall the Company be liable in
any such case for any such loss, claim, damage,
liability, or action to the extent that it
arises out of, or is based upon, any untrue
statement or alleged untrue statement or
omission or alleged omission made in connection
with such Registration Statement, preliminary
prospectus, final prospectus, or amendments or
supplements thereto, in reliance upon, and in
conformity with, written information furnished
expressly for use in connection with such
Registration Statement by the Holder, any
underwriter or Controlling Party thereof.
5.4.2 Except as otherwise provided in this Section
5.4, to the extent permitted by law, the Holder
will indemnify and hold harmless the Company,
each of its directors, each of its officers who
have signed the Registration Statement that
includes Warrant Shares, each person, if any,
who controls the Company within the meaning of
the Act or the Exchange Act, and each agent for
the Company against any losses, claims,
damages, or liabilities to which the Company or
any such director, officer, controlling person,
agent, or underwriter may become subject under
the Act, insofar as such losses, claims,
damages or liabilities (or actions in respect
thereto) arise out of, or are based upon, any
untrue statement or alleged untrue statement of
a material fact contained in such Registration
Statement, including any preliminary prospectus
or final prospectus contained therein or any
amendments or supplements thereto, or arise out
of, or are based upon, the omission or alleged
omission to state therein a material fact
required to be stated therein or necessary to
make the statements therein not misleading, in
each case to the extent, but only to the
extent, that such untrue statement or omission
or alleged untrue statement or omission was
made in such Registration Statement,
preliminary or final prospectus or amendments
or supplements thereto, in reliance upon, and
in conformity with, written information
furnished by, or on behalf of, the Holder for
use in connection with such Registration
Statement; provided, however, that the
indemnity agreement contained in this section
5.4.2 shall not apply to amounts paid in
<PAGE>
settlement of any such loss, claim, damage,
liability or action if such settlement is
effected without the consent of the Holder
(which consent shall not be unreasonably
withheld), and that the obligation of the
Holder hereunder shall be limited to an amount
equal to the proceeds to the Holder of Warrant
Shares sold pursuant thereto.
5.4.3 Promptly after receipt by a person entitled to
indemnification pursuant to this Section 5.4
(an "Indemnified Party") of notice of the
commencement of any action, the Indemnified
Party will, if a claim in respect thereof is to
be made against the indemnifying party under
this Section 5.4, notify in writing the
indemnifying party of the commencement thereof,
but the omission so to notify the indemnifying
party will not relieve it from any liability
which it may have to the Indemnified Party
otherwise than under this Section. In case any
such claim or action is brought against an
Indemnified Party and it notifies the
indemnifying party of the commencement thereof,
the indemnifying party will be entitled to
participate in and, to the extent that it may
wish, jointly with any other indemnifying party
similarly notified, to assume the defense
thereof, subject to the provisions herein
stated, with counsel reasonably satisfactory to
the Indemnified Party, and after notice from
the indemnifying party to the Indemnified Party
of its election so to assume the defense
thereof, the indemnifying party will not be
liable to the Indemnified Party under this
Section 5.4 for any legal or other expenses
subsequently incurred by the Indemnified Party
in connection with the defense thereof. The
Indemnified Party shall have the right to
employ separate counsel in any such action and
to participate in the defense thereof, but the
fees and expenses of such counsel shall be paid
by the Indemnified Party, except that the
indemnifying party shall pay such reasonable
fees and expenses of such counsel only in the
event that (a) the employment of such counsel
has been specifically authorized in writing by
the indemnifying party and the indemnifying
party has agreed, in writing, to pay such fees
and expenses, or (b) the named parties to any
such action (including any impleaded parties)
<PAGE>
include both the Indemnified Party or parties
and the indemnifying party and the Indemnified
Party has been advised by counsel for the
indemnifying party that there are defenses
available to it or them that the indemnifying
party or its counsel refuses to accept or
counsel for the indemnifying party reasonably
determines that there may be a conflict between
the position of the indemnifying party and the
Indemnified Party in conducting the defense of
such action, then counsel for the Indemnified
Party (at the indemnifying party's expense)
shall be entitled to conduct only that part of
the Indemnified Party's or parties' defense
that counsel for the indemnifying party
declines to, or cannot, conduct because of the
foregoing reasons, it being understood,
however, that the indemnifying party or parties
shall not, in connection with any one such
action or separate, but substantially similar
or related actions in the same jurisdiction
arising out of the same general allegations or
circumstances, be liable for the reasonable
fees and expenses of more than one (1) separate
firm of attorneys for all such Indemnified
Party or parties.
6. Investment Representation and Transferability.
6.1 By acceptance hereof, the Holder represents and warrants
that this Warrant is being acquired, and all Warrant
Shares to be purchased upon the exercise of this Warrant
will be acquired, by the Holder solely for the account of
such Holder, and not with a view to the fractionalization
and distribution thereof, and will not be sold or
transferred except in accordance with the applicable
provisions of the Act and the rules and regulations of
the Commission promulgated thereunder. The Holder
covenants and agrees that this Warrant and the Warrant
Shares will not be sold or transferred except under cover
of a Registration Statement under the Act which the
Commission has declared effective and the applicable
state securities laws and which is current with respect
to such Warrant and the Warrant Shares or pursuant to an
opinion of counsel reasonably satisfactory to the Company
that registration under the Act and the applicable state
securities laws is not required in connection with such
sale or transfer. Any Warrant Shares issued upon
exercise of this Warrant shall bear the following legend:
<PAGE>
The securities represented by this certificate
have not been registered under the Securities
Act of 1933, as amended, or any applicable
state securities laws, and are restricted
securities within the meaning thereof. Such
securities may not be sold or transferred
except pursuant to a Registration Statement
under such Act and applicable state securities
laws which is effective and current with
respect to such securities or pursuant to an
opinion of counsel reasonably satisfactory to
the issuer of such securities that such sale or
transfer is exempt from the registration
requirements of such Act and applicable state
securities laws.
6.2 The Holder agrees that the Company may refuse to permit
the sale, transfer or disposition of this Warrant or any
of the Warrant Shares unless there is in effect a
Registration Statement under the Act and any applicable
state securities law covering such transfer or the Holder
furnishes an opinion of counsel, reasonably satisfactory
to counsel for the Company, to the effect that such
registration is not required.
6.3 The Holder understands that under the Act, this Warrant
and the Warrant Shares must be held indefinitely unless
they are subsequently registered under the Act or unless
an exemption from such registration is available with
respect to any proposed transfer or disposition of the
Warrant or the Warrant Shares.
7. Loss, etc. of Warrant. Upon receipt of evidence satisfactory
to the Company of the loss, theft, destruction or mutilation of this
Warrant, and of indemnity reasonably satisfactory to the Company,
if lost, stolen or destroyed, and upon surrender and cancellation
of this Warrant, if mutilated, and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute
and deliver to the Holder a new Warrant of like date, tenor and
denomination.
8. Warrant Holder Not Shareholder. This Warrant shall not be
deemed to confer upon the Holder any right to vote or to consent to
or receive notice as a shareholder of the Company, as such, in
respect of any matters whatsoever, or any other rights or
liabilities as a shareholder, prior to the exercise hereof.
9. Notices. Except as otherwise specified herein to the contrary,
all notices, requests, demands and other communications required or
desired to be given hereunder shall only be effective if given in
writing, by hand or fax, by certified or registered mail, return
<PAGE>
receipt requested, postage prepaid, or by U. S. Express Mail
service, or by private overnight mail service (e.g., Federal
Express). Any such notice shall be deemed to have been given (a)
on the business day actually received if given by hand or by fax,
(b) on the business day immediately subsequent to mailing, if sent
by U.S. Express Mail service or private overnight mail service, or
(c) five (5) business days following the mailing thereof, if mailed
by certified or registered mail, postage prepaid, return receipt
requested, and all such notices shall be sent to the following
addresses (or to such other address or addresses as a party may have
advised the other in the manner provided in this Section 9) to:
If to the Company: Perma-Fix Environmental
Services, Inc.
1940 Northwest 67th Place
Gainesville, Florida 32606-1649
Attention: Dr. Louis F. Centofanti
Chief Executive Officer
Fax No.: (352) 373-0040
If to the Holder: Steve Gorlin
150 Gulf Shore Drive, No. 601
Dustin, Florida 32541
10. Headings. The headings of this Warrant have been inserted as
a matter of convenience and shall not affect the construction
hereof.
11. Applicable Law. This Warrant shall be governed by, and
construed in accordance with, the laws of the State of Delaware,
without giving effect to the principles of conflicts of law thereof.
<PAGE>
IN WITNESS WHEREOF, this Warrant has been signed by the parties
hereto this 16th day of September, 1996.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By
______________________________
Dr. Louis F. Centofanti
Chief Executive Officer
(the "Company")
________________________________
STEVE GORLIN, an individual
(the "Holder")
BALL:\N-P\PESI\S-3\EXHIBIT4.16
<PAGE>
SUBSCRIPTION
The undersigned, ________________________, pursuant to the
provisions of the foregoing Warrant, hereby agrees to subscribe for
and purchase ____________________ shares of the Common Stock of
PERMA-FIX ENVIRONMENTAL SERVICES, INC., covered by said Warrant, and
makes payment therefor in full at the price per share provided by
said Warrant pursuant to the terms of said Warrant.
Dated:____________________ Signature_______________________
Address_________________________
ASSIGNMENT
FOR VALUE RECEIVED, _________________________________ hereby
sells, assigns and transfers unto _________________________________
the foregoing Warrant and all rights evidenced thereby, and does
irrevocably constitute and appoint _________________________,
attorney, to transfer said Warrant on the books of PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
Dated:____________________ Signature_______________________
Address_________________________
PARTIAL ASSIGNMENT
FOR VALUE RECEIVED, _________________________________ hereby
sells, assigns and transfers unto _________________________________
the right to purchase _________ shares of the Common Stock of PERMA-
FIX ENVIRONMENTAL SERVICES, INC. by the foregoing Warrant and all
rights evidenced thereby, and does irrevocably constitute and
appoint _________________________, attorney, to transfer that part
of said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES,
INC.
Dated:____________________ Signature_______________________
Address_________________________
BALL:\N-P\PESI\S-3\EXHIBIT4.16
CONNER & WINTERS
A PROFESSIONAL CORPORATION
LAWYERS
One Leadership Square
211 North Robinson, Suite 1700
Oklahoma City, Oklahoma 73102-7101
(405) 272-5711
FAX (405) 232-2695
October 17, 1996
Perma-Fix Environmental Services, Inc.
1940 Northwest 67th Place, Suite A
Gainesville, Florida 32653
Re: Perma-Fix Environmental Services, Inc.; Form S-3
Registration Statement Registering 7,450,000 Shares
of Common Stock; Our File No. 7034.23
Ladies and Gentlemen:
We have acted as special counsel to Perma-Fix Environmental
Services, Inc. (the "Company") in connection with the Form S-3
Registration Statement (the "Registration Statement") to be filed
by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to the proposed reoffer
or resale from time to time by certain Selling Shareholders (as
defined in the Registration Statement), of the following:
(i) up to 6,030,000 shares of the Company's Common
Stock, par value $.001 per share ("Common Stock") by
RBB Bank Aktiengesellschaft ("RBB Bank") that are
issuable by the Company to RBB Bank ("RBB Shares")
as follows:
(a) up to 3,700,000 shares being acquired by RBB
Bank upon conversion of the Company's Series 3
Class C Convertible Preferred Stock, par value
$.001 per share ("Series 3 Class C Preferred
Stock"),
(b) up to 330,000 shares being acquired by RBB Bank
as payment of dividends on the Series 3 Class
C Preferred Stock, and
<PAGE>
Perma-Fix Environmental Services, Inc.
October 17, 1996
Page 2
(c) up to 2,000,000 shares being acquired by RBB
Bank upon exercise of the RBB Warrants (as
defined in the Registration Statement);
(ii) up to 295,000 shares of Common Stock by J. P. Carey
Enterprises, Inc. ("Carey") that are issuable by the
Company to Carey (the "Carey Shares") upon the
exercise of two (2) warrants previously issued by
the Company to Carey ("Carey Warrants");
(iii) up to 450,000 shares of Common Stock by J W
Charles Financial Services, Inc. ("Charles")
that are issuable by the Company to Charles
("Charles Shares") upon the exercise of one (1)
warrant previously issued by the Company to
Charles ("Charles Warrant");
(iv) up to 175,000 shares of Common Stock by Search Group
Capital, Inc. ("Search") that are issuable by the
Company to Search ("Search Shares") upon the
exercise of three (3) warrants previously issued by
the Company to Search ("Search Warrants");
(v) up to 100,000 shares of Common Stock by Marvin S.
Rosen ("Rosen") that are issuable by the Company to
Rosen ("Rosen Shares") upon the exercise of a
warrant previously issued by the Company to Rosen
("Rosen Warrant");
(vi) up to 200,000 shares of Common Stock by D. H. Blair
Investment Banking Corporation ("Blair") that are
issuable by the Company to Blair ("Blair Shares")
upon the exercise of a warrant previously issued by
the Company to Blair ("Blair Warrant"); and
(vii) up to 200,000 shares of Common Stock by Steve
Gorlin ("Gorlin") that are issuable by the
Company to Gorlin ("Gorlin Shares") upon the
exercise of a warrant previously issued by the
Company to Gorlin ("Gorlin Warrant").
We have examined such corporate records, certificates of
officers, other documents and questions of law, as we have
considered necessary or appropriate for the purposes of this
opinion.
On the basis of such examination and review, we are of the
opinion that:
(i) the RBB Shares will constitute, if and when issued
pursuant to the terms of the Series 3 Class C
Preferred Stock and the RBB Warrants, validly issued
and fully paid and nonassessable shares of Common
Stock;
<PAGE>
Perma-Fix Environmental Services, Inc.
October 17, 1996
Page 3
(ii) the Carey Shares will constitute, if and when issued
by the Company pursuant to the terms of the Carey
Warrants, validly issued and fully paid and
nonassessable shares of Common Stock;
(iii) the Charles Shares will constitute, if and when
issued by the Company pursuant to the terms of
the Charles Warrant, validly issued and fully
paid and nonassessable shares of Common Stock;
(iv) the Search Shares will constitute, if and when
issued by the Company pursuant to the terms of the
Search Warrants, validly issued and fully paid and
nonassessable shares of Common Stock;
(v) the Rosen Shares will constitute, if and when issued
by the Company pursuant to the terms of the Rosen
Warrant, validly issued and fully paid and
nonassessable shares of Common Stock;
(vi) the Blair Shares will constitute, if and when issued
by the Company pursuant to the Blair Warrant,
validly issued and fully paid and nonassessable
shares of Common Stock; and,
(vii) the Gorlin Shares will constitute, if and when
issued by the Company pursuant to the terms of
the Gorlin Warrant, validly issued and fully
paid and nonassessable shares of Common Stock.
We consent to the reference to our firm under the heading
"Legal Opinion" and to the filing of this opinion as Exhibit 5.1 to
said Registration Statement.
Very truly yours,
CONNER & WINTERS,
A Professional Corporation
/s/ Conner & Winters, P.C.
IHS:plh
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to
the incorporation by reference in this Form S-3 Registration
Statement of our reports dated March 15, 1996, included in Perma-Fix
Environmental Services, Inc. Form 10-K for the year ended
December 31, 1995, and to all references to our Firm included in
this Registration Statement.
/s/ Arthur Andersen LLP
Jacksonville, Florida
October 16, 1996
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Perma-Fix Environmental Services, Inc. on Form S-3 of our
report dated March 30, 1994, on our audit of the consolidated financial
statement schedules of Perma-Fix Environmental Services, Inc., as of
December 31, 1993, and for the year ended December 31, 1993, which
report is included in the Annual Report on Form 10-K for the year
ended December 31, 1995. We also consent to the reference to our Firm
under the caption "Experts".
/s/ Coopers & Lybrand, L.L.P.
Coopers & Lybrand, L.L.P.
Atlanta, Georgia
October 16, 1996
FINANCIAL CONSULTING AGREEMENT
August 6, 1996
Dr. Louis F. Centofanti
President
Perma-Fix Environmental Services, Inc.
1940 N.W. 67th Place, Suite A
Gainesville, FL 32653
Dear Mr. Centofanti:
This Financial Consulting Agreement (the "Agreement") is made
and entered into as of the 6th day of August, 1996, by and among
Perma-Fix Environmental Services, Inc., a Delaware Corporation ("the
Company"), and JW Charles Financial Services, Inc. ("JWC"). The
Company hereby retains JWC for the purpose of providing to the
Company financial consulting services as enumerated herein, and JWC
agrees to be retained to provide such services, pursuant to the
terms and conditions set forth herein.
1. Term. The term of this Agreement will be one (1) year
commencing as of September 1, 1996, subject to earlier termination
by either party upon thirty (30) days notice.
2. Financial Consulting Services. During the term hereof,
JWC agrees to provide financial consulting services to the Company
in the form of (i) evaluating the Company's capital requirements for
funding growth and expansion of the Company's operations; (ii)
advising the Company as to alternative modes and sources of
financing; (iii) analyzing the impact of business decisions,
policies, and practices on the value of the Company's securities;
and (iv) bringing to the attention of the Company possible business
opportunities and evaluating business opportunities generally,
whether or not such opportunities are originated by JWC or others.
Such services will be available to the Company upon written request
made to JWC by the President of the Company. JWC agrees to devote
such time, attention and energy as may be necessary to respond to
proper requests by the Company for services hereunder. Nothing
herein shall be construed, however, to require JWC to provide a
minimum number of hours of service to the Company or to limit the
right of JWC to perform similar services for the benefit of persons
or entities other than the Company.
3. Compensation. JWC shall receive a consulting fee equal
to $12,000.00 per month for each month in the form hereof, payable
monthly in advance. In addition, the Company shall issue to JWC a
warrant entitling JWC or its designees to purchase 450,000 shares,
subject to adjustment (the "Warrant"), of the Company's Common
Stock, par value $.001 per share (the "Common Stock"), at a price
per share of $1.50, subject to adjustment. The Warrant shall be
<PAGE>
earned in its entirety by JWC on the signing of the Agreement. The
Company agrees to file, on such forms as the Company's counsel deems
appropriate, Registration Statements with the Securities and
Exchange Commission for the common shares underlying the Warrant on
or before October 1, 1996, and thereafter on one occasion as soon
as practicable after demanded by JWC. The expense of such filings
shall be borne by the Company. the Warrant shall be exercisable on
January 1, 1997, and for a period of three years thereafter.
4. Right of First Refusal. During the term of this
Agreement, JWC shall have a right of first refusal to manage any
public offering or private placement of securities by or for the
Company, any affiliate of the Company or any future affiliate or
subsidiary of the Company, provided, however, that JWC offers terms
comparable to any other underwriter or placement agent.
5. Expenses. The Company shall reimburse JWC for all out-of-
pocket and other expenses reasonably incurred by JWC in connection
with any services provided by JWC under this Agreement.
6. Independent Contractor. JWC and the Company hereby
acknowledge that JWC is an independent contractor. JWC shall not
hold itself out as, nor shall it take any action from which others
might infer that it is a partner or agent of, or joint venture with,
the Company. In addition, JWC shall take no action which binds, or
purports to bind, the Company.
7. Liability of JWC. The Company acknowledges that all
opinions and advice, whether oral or written, given by JWC to the
Company in connection with this Agreement are intended solely for
the benefit and use of the Company in considering the transaction
to which they relate, and the Company agrees that no person or
entity, other than the Company shall be entitled to make use of or
rely upon the advice of JWC to be given hereunder, and no such
opinion or advice shall be used by the Company for any other purpose
or reproduced, disseminated, quoted or referred to by the Company
in communications with third parties at any time, in any manner or
for any purpose, nor may the Company make any public reference to
JWC or use JWC's name in any annual report or any other report or
release of the Company without JWC's prior written consent, except
that the Company may, without JWC's further consent, disclose this
Agreement (but not information provided to the Company by JWC) in
the Company's filings with the Securities and Exchange Commission,
if such disclosure is required by law.
8. Notices. Except as otherwise specifically agreed, all
notices and other communications made under this Agreement shall be
in writing and, when delivered in person or by facsimile
transmission, shall be deemed given on the same day if delivered on
a business day during normal business hours, or on the first
business day following delivery in person or by facsimile outside
<PAGE>
normal business hours, or on the date indicated on the return
receipt, if sent registered or certified mail, return receipt
requested. All notices sent hereunder shall be sent to the
representatives of the party to be noticed at the addresses
indicated respectively below, or at such other addresses as the
parties to be noticed may from time to time by the notice hereafter
specify:
If to the Company: Perma-Fix Environmental Services, Inc.
1940 N.W. 67th Place, Suite A
Gainesville, FL 32653
Attn: Dr. Louis F. Centofanti, President
If to JWC: JW Charles Financial Services, Inc.
960 N. Federal Highway, Suite 310
Boca Raton, FL 33432
Facsimile: (407) 358-2827
Attention: Joel Marks, Vice Chairman
9. Entire Agreement. This Agreement and the Finder's
Agreement entered into previously on the date hereof contain the
entire agreement between the parties. All rights provided by this
Agreement and such Finder's Agreement are intended to be separate
and cumulative. This Agreement may not be changed except by
agreement in writing signed by the party against whom enforcement
of any waiver, change, discharge, or modification is sought. Waiver
of or failure to exercise any rights provided by this Agreement in
any respect shall not be deemed a waiver of any further or future
rights.
10. Survival of Representations and Warranties. The
representations, warranties, acknowledgements and separate
agreements of JWC and the Company shall survive the termination of
this Agreement.
11. Governing Law. This Agreement shall be construed
according to the laws of the State of Florida and subject to the
jurisdiction of the courts of said state, without application of the
principles of conflicts of laws.
12. Successors. This Agreement shall be binding upon the
parties, their successors and assigns.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed or caused
these presents to be executed as of the day and year first above
written.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By: /s/ Louis Centofanti
_________________________________
Name: Louis F. Centofanti
Title: President
JW CHARLES FINANCIAL SERVICES, INC.
By: /s/ Richard A. Dunton
__________________________________
Name: Richard A. Dunton
Title: Vice President
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