SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Amendment No. 1
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 11, 1997
__________________
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
_____________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 1-11596 58-195-4497
__________________ _______________ __________________
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
1940 N.W. 67th Place, Suite A
Gainesville, Florida 32654
______________________________________________
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (352) 373-4200
______________
Not applicable
___________________________________________________________
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On or about June 11, 1997, Perma-Fix Environmental Services,
Inc. (the "Company") issued to RBB Bank Aktiengesellschaft, located
in Graz, Austria ("RBB Bank"), 2,500 shares of newly-created Series
4 Class D Convertible Preferred Stock, par value $.001 per share
("Series 4 Preferred"), at a price of $1,000 per share, for an
aggregate sales price of $2,500,000. The sale to RBB Bank was made
in a private placement under Rule 506 of Regulation D under the
Securities Acts of 1933, as amended, pursuant to the terms of a
Subscription and Purchase Agreement, dated June 9, 1997, between the
Company and RBB Bank ("Subscription Agreement"). The Series 4
Preferred has a liquidation preference over the Company's common
stock, par value $.001 per share ("Common Stock"), equal to $1,000
consideration per outstanding share of Series 4 Preferred (the
"Liquidation Value"), plus an amount equal to all unpaid dividends
accrued thereon. The Series 4 Preferred accrues dividends on a
cumulative basis at a rate of four percent (4%) per annum of the
Liquidation Value ("Dividend Rate"), and is payable semi-annually
when and as declared by the Board of Directors. No dividends or
other distributions may be paid or declared or set aside for payment
on the Company's Common Stock until all accrued and unpaid dividends
on all outstanding shares of Series 4 Preferred have been paid or
set aside for payment. Dividends may be paid, at the option of
the Company, in the form of cash or Common Stock of the Company.
If the Company pays dividends in Common Stock, such is payable
in the number of shares of Common Stock equal to the product
of (a) the quotient of (i) the Dividend Rate divided by (ii) the
average of the closing bid quotation of the Common Stock as reported
on the NASDAQ for the five trading days immediate prior to the date
the dividend is declared, times (b) a fraction, the numerator of
which is the number of days elapsed during the period for which the
dividend is to be paid and the denominator of which is 365.
The holder of the Series 4 Preferred may convert into Common
Stock up to 1,250 shares of the Series 4 Preferred on and after
October 5, 1997, and the remaining 1,250 shares of the Series 4
Preferred on and after November 5, 1997. The conversion price per
share is the lesser of (a) the product of the average closing bid
quotation for the five (5) trading days immediately preceding the
conversion date multiplied by eighty percent (80%) or (b) $1.6875.
The minimum conversion price is $.75, which minimum will be
eliminated from and after September 6, 1998. The Company will have
the option to redeem the shares of Series 4 Preferred (a) between
June 11, 1998, and June 11, 2001, at a redemption price of $1,300 per
share if at any time the average closing bid price of the Common
Stock for ten consecutive trading days is in excess of $4.00, and
(b) after June 11, 2001, at a redemption price of $1,000 per share.
The holder of the Series 4 Preferred will have the option to convert
the Series 4 Preferred prior to redemption by the Company.
As part of the sale of the Series 4 Preferred, the Company also
issued to RBB Bank two common stock purchase warrants (collectively,
the "Warrants") entitling RBB Bank to purchase, after December 31,
1997 and until June 9, 2000, an aggregate of up to 375,000 shares
of Common Stock, subject to certain anti-dissolution provisions,
with 187,500 shares exercisable at a price equal to $2.10 per share
and 187,500 shares exercisable at a price equal to $2.50 per share.
If at any time the shares of Common Stock covered by the Warrants
are covered by an effective registration statement and the average
closing bid price of the Common Stock for ten consecutive trading
days is in excess of $3.50 with respect to the Warrants with an
exercise price of $2.10 per share or in excess of $4.00 with respect
to the Warrants with an exercise price of $2.50 per share, then the
Company will have the option to redeem the respective Warrants for
$0.01 per share of Common Stock covered by the Warrants. The Common
-2-
<PAGE>
Stock issuable on the conversion of the Series 4 Preferred and on the
exercise of the Warrants is subject to certain registration rights
pursuant to the Subscription Agreement. The Company intends to
utilize the proceeds received on the sale of Series 4 Preferred for
capital improvements at the Company's various facilities, working
capital and repayment of trade payables.
The Company paid fees (excluding legal and accounting) of
$200,000 in connection with the placement of Series 4 Preferred to
RBB Bank and issued to the investment banking firm that handled the
placement two (2) common stock purchase warrants entitling the
investment banking firm to purchase an aggregate of up to 300,000
shares of Common Stock, subject to certain anti-dilution provisions,
with one warrant for a five year term to purchase up to 200,000
shares at an exercise price of $2.00 per share and the second
warrant for a three year term to purchase up to 100,000 shares of
Common Stock at an exercise price of $1.50 per share, subject to
certain anti-dilution provisions. Under the terms of each warrant,
the investment banking firm is entitled to certain registration
rights with respect to the shares of Common Stock issuable on the
exercise of each warrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: June 25, 1997.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By: /s/ Louis F. Centofanti
___________________________
Dr. Louis F. Centofanti
Chairman of the Board,
Chief Executive Officer
and President
By: /s/ Richard T. Kelecy
_____________________________
Richard T. Kelecy
Chief Financial Officer
-3-
MBEN:\N-P\PESI\8K\8KA.697
