As Filed with the Securities and Exchange
Commission on April 25, 1997 Registration No. 333-_______
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRMA-FIX ENVIRONMENTAL SERVICES, INC.
___________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 58-1954497
________________________ _______________________________
(State of Incorporation) (I.R.S. Employer Identification No.)
1940 Northwest 67th Place, Suite A, Gainesville, Florida 32653
_____________________________________________________________
(Address of principal executive offices) (Zip Code)
Perma-Fix Environmental Services, Inc.
1996 Employee Stock Purchase Plan
__________________________________________________
(Full Titles of Plan)
Richard T. Kelecy, Chief Financial Officer
1940 Northwest 67th Place, Suite A
Gainesville, Florida 32653
(352) 373-4200
_______________________________________________________
(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered(1) per share(2) offering price(2) fee
__________ __________ _______________ _________________ _____________
<S> <C> <C> <C> <C>
Common Stock
($.001 par
value) 500,000 $1.6875 $843,750 $255.68
<FN>
(1) The 500,000 shares of the registrant's common stock, $.001 par
value ("Common Stock") to be registered represent the
anticipated maximum number of shares which are to be issued
pursuant to the Perma-Fix Environmental Services, Inc. 1996
Employee Stock Purchase Plan (the "1996 Plan"). Pursuant to
Rule 416 under the Securities Act of 1933, as amended (the
"Act"), this Registration Statement also covers an
indeterminate number of shares of Common Stock as, in
accordance with the registrant's 1996 Plan, may be required to
cover possible adjustments to the Common Stock resulting from
stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c) and (h), of
the Act, on the basis of the average bid and asked prices for
the Common Stock on April 22, 1997, of $1.5625 and $1.8125,
respectively, as reported on the National Association of
Securities Dealers Automated Quotation System.
</FN>
</TABLE>
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
(b) All other reports filed pursuant to Sections
13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the Annual
Report on Form 10-K referred to in (a) above;
(c) Description of the Registrant's Common Stock
set forth in the Registrant's Form S-1
Registration Statement, dated September 11,
1992, Commission File No. 33-51874.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") subsequent to the date of this
Registration Statement and prior to the filing of a post-effective
amendment, which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents (such
documents, and the documents listed above, being hereinafter
referred to as "Incorporated Documents"). Any statement contained
in an Incorporated Document shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
The class of securities to be offered is registered under Section
12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Registrant's Restated Certificate of Incorporation, as amended,
provides for the indemnification by the Registrant of its directors
and officers to the full extent permitted by 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).
This indemnification is not deemed exclusive of any other rights to
which those seeking indemnification might be entitled under any
bylaw, agreement, vote of shareholders or disinterested directors,
or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office. This
indemnification will continue as to such person who was a director
or officer of the Registrant, but has ceased to be a director or
officer and inure to the benefit of the heirs, executors and
administrators of such person.
Effective as of November 26, 1991, the Restated Certificate of
Incorporation of the Registrant was amended to, among other things,
limit the liability of its directors to the corporation or its
stockholders for any monetary damages for breaches of fiduciary duty
as a director. Under the Registrant's Restated Certificate of
Incorporation, as amended, and as permitted under the Delaware
General Corporation Law, directors are not liable to the Registrant
or its stockholders for monetary damages arising from a breach of
their fiduciary duties as directors. Such provision, however, does
not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the Registrant 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 the Delaware General Corporation Law (relating
to liability of directors for unlawful payment of dividend or
unlawful stock purchase or redemption); or (iv) for any transaction
from which the director derived an improper personal benefit. The
director's limitations of liability described above may not limit
a director's liability for violation of, or otherwise relieve the
Registrant or its directors from the necessity of complying with,
federal or state securities laws or affect the availability of
equitable remedies, such as injunctive relief or rescission.
However, as a practical matter, equitable remedies may not be
available in all situations, and there may be instances in which no
effective remedy is available at all. The Registrant maintains a
form of officers' and directors' liability insurance policy which
provides coverage to the officers and directors of the Registrant
for certain liabilities.
Item 7. Exemption from Registration Claimed
Not applicable.
<PAGE>
<TABLE>
<CAPTION>
Item 8. Exhibits
Exhibit
Number Description of Document
_______ _______________________
<S> <C>
4.1 Restated Certificate of Incorporation, as amended, and
all Certificates of Designations, incorporated by
reference from Exhibit 3(i) from the Company's Form 10-K
for the fiscal year ended December 31, 1996.
4.2 Bylaws, as incorporated by reference from Exhibit 3.2 to
the Company's Registration Statement No. 33-51874, as
filed on September 11, 1992.
4.3 Specimen Common Stock Certificate as incorporated by
reference from Exhibit 4.3 to the Company's Registration
Statement No. 33-51874, as filed on September 11, 1992.
4.4 Perma-Fix Environmental Services, Inc. 1996 Employee
Stock Purchase Plan as incorporated by reference to the
Company's Proxy Statement dated November 8, 1996.
5.1 Opinion of Conner & Winters, P.C.
23.1 Consent of Conner & Winters, P.C. (incorporated into
Exhibit 5.1 hereto).
23.2 Consent of BDO Seidman, LLP.
23.3 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney (included on signature page).
</TABLE>
<PAGE>
Item 9. Undertakings.
The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-
effective amendment to this 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 this Registration
Statement; and
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in
paragraphs (a)(i) and (a)(ii) above do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(b) That, for the purpose of determining any liability under
the Securities Act, each such 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 that time shall be deemed
to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered
remaining unsold at the termination of the offering.
(d) That, for purpose of determining any liability under the
Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new Regis-
tration Statement relating to the Securities offered
<PAGE>
herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(e) To deliver, or cause to be delivered with the prospectus,
to each person to whom the prospectus is sent or given,
the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Exchange Act; and, where interim
financial information required to be presented by Article
3 of Regulation S-X are not set forth in the prospectus,
to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim
financial information.
(f) Insofar as indemnification for liabilities rising under
the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant
pursuant to the provisions of the Restated Certificate of
Incorporation or Bylaws of the Registrant and the
provisions of the laws of the State of Delaware described
in Item 6, above, or otherwise, the Registrant has been
advised that in the opinion of the Securities and
Exchange 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 Registrant of expense incurred or paid by
a director, officer or controlling person of the
Registrant 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 Registrant 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
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-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta,
State of Georgia, on the 25th day of April, 1997.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By: /s/ Dr. Louis F. Centofanti
_____________________________
Dr. Louis F. Centofanti
Chairman of the Board,
Chief Executive Officer
and President
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 Form S-8 Registration Statement has been signed below by the
following persons on behalf of the registrant and in capacities and
on the dates indicated.
/s/ Dr. Louis F. Centofanti April 25, 1997
____________________________________ Date:___________________
Dr. Louis F. Centofanti
Chairman of the Board,
Chief Executive Officer and President
/s/ Richard T. Kelecy April 25, 1997
____________________________________ Date:___________________
Richard T. Kelecy
Chief Financial Officer
<PAGE>
/s/ Mark A. Zwecker April 25, 1997
____________________________________ Date:___________________
Mark A. Zwecker
Director
/s/ Steve Gorlin April 25, 1997
____________________________________ Date:___________________
Steve Gorlin
Director
/s/ Jon Colin April 25, 1997
____________________________________ Date:___________________
Jon Colin
Director
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit Sequential
Number Description of Document Page No.
_______ ______________________________________ __________
<S> <C> <C>
4.1 Restated Certificate of Incorporation, *
as amended, and all Certificates of
Designations, incorporated by reference
from Exhibit 3(i) from the Company's
Form 10-K for the fiscal year
ended December 31, 1996.
4.2 Bylaws, as incorporated by reference *
from Exhibit 3.2 to the Company's
Registration Statement No. 33-51874,
as filed on September 11, 1992.
4.3 Specimen Common Stock Certificate, *
as incorporated by reference from
Exhibit 4.3 to the Company's
Registration Statement No. 33-51874,
as filed on September 11, 1992.
5.1 Opinion of Conner & Winters, P.C. 8
23.1 Consent of Conner & Winters, P.C.
(incorporated into Exhibit 5.1 hereto). 8
23.2 Consent of BDO Seidman, LLP. 11
23.3 Consent of Arthur Andersen L.L.P. 13
24.1 Powers of Attorney (included on
signature page). 6
____________________
<FN>
* Incorporated herein by reference.
</FN>
</TABLE>
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
April 25, 1997
Perma-Fix Environmental Services, Inc.
1940 Northwest 67th Place
Gainesville, Florida 32606
Re: Perma-Fix Environmental Services, Inc.; Form S-8
Registration Statement; Our File No. 7034.1
Gentlemen:
We are delivering this opinion to you in connection with the
preparation and filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), of the
Registration Statement on Form S-8 (the "Registration Statement")
of Perma-Fix Environmental Services, Inc., a Delaware corporation
(the "Company"), for the registration of 500,000 shares of the
Company's Common Stock, $.001 par value (the "Common Stock"), to be
issued by the Company pursuant to the Company's 1996 Employee Stock
Purchase Plan ("1996 Plan") from time to time to employees of the
Company and its subsidiaries.
In connection with this opinion, the undersigned has examined
and relied upon such corporate records, certificates, other
documents and questions of law, as we have considered necessary or
appropriate for the purposes of this opinion, including, but not
limited to, the following:
(a) the Company's Restated Certificate of
Incorporation, as amended;
(b) the Company's Bylaws;
(c) the 1996 Plan;
(d) Unanimous Written Consent of the Board of Directors
of the Company, dated September 19, 1996;
<PAGE>
Perma-Fix Environmental Services, Inc.
April 25, 1997
Page 2
(e) a certificate of the Secretary of the State of
Delaware dated April 24, 1997, as to the good
standing of the Company;
(f) the Registration Statement; and
(g) Summary Information regarding the 1996 Plan.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all persons, the authenticity of
all documents submitted as originals, the conformity with the
original documents of all documents submitted as certified or
photostatic copies, and the authenticity of the originals of such
copies. We have further assumed that each recipient of shares of
the Company's Common Stock under the 1996 Plan is an Eligible
Employee, as defined in the 1996 Plan, and that any shares of the
Company's Common Stock to be issued pursuant to the 1996 Plan will
have been registered in accordance with the Act, absent the
application of an exemption from registration, prior to the
issuance of such shares.
In reliance upon and based on such examination and review, we
are of the opinion that the 500,000 shares of Common Stock which
may be issued pursuant to the 1996 Plan will constitute, when
issued pursuant to the terms of such 1996 Plan, duly authorized,
validly issued, fully paid and nonassessable shares of Common Stock
of the Company.
We hereby consent to the filing of this opinion as Exhibit 5.1
to said Registration Statement and to the reference to Conner &
Winters, P.C. wherever it appears in such Registration Statement.
Sincerely,
CONNER & WINTERS, P.C.
/s/ Conner & Winters, P.C.
IHS:plh
BALL:\N-P\PESI\S-8\4-97\EDGAR\EXHIB5.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Perma-Fix Environmental Services, Inc.
Gainesville, Florida
We hereby consent to the incorporation by reference in the
Prospectus constituting a part of this Registration Statement of our
report dated February 14, 1997, except for Note 5 which is as of
April 14, 1997, relating to the consolidated financial statements
and schedule of Perma-Fix Environmental Services, Inc. appearing in
the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
/s/ BDO Seidman, LLP
BDO Seidman, LLP
Orlando, Florida
April 23, 1997
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
___________________________________________________
As independent certified public accountants, we hereby consent to
the incorporation by reference in this Form S-8 registration
statement of our report dated March 15, 1996 included in Perma-Fix
Environmental Services, Inc.'s Form 10-K for the year ended
December 31, 1996, and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
Jacksonville, Florida
April 23, 1997
