As filed with the Securities and Exchange Commission
on September 20, 1999
Registration No. 333-
================================================================
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 32653
(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
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________________________
Copy to:
IRWIN H. STEINHORN, ESQUIRE
Conner & Winters, P.C.
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: [ ]
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: [X] 333-14513
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: [ ]
CALCULATION OF REGISTRATION FEE
=============================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to be to be Price Offering Registration
Registered Registered(1) Per Unit(2) Price(2) Fee
_____________________________________________________________________________
Common Stock, 2,075,237 $1.5313 $3,177,811 $883.43
$.001 par value Shares
=============================================================================
(1) The Registrant previously registered 7,450,000 shares of the Registrant's
Common Stock ("Common Stock") in Registration No. 333-14513, which was
declared effective on November 13, 1996. The number of shares registered
hereunder represents an increase of 2,075,237 shares in the offering, from
7,450,000 shares to 9,525,237 shares. The additional 2,075,237 shares of
Common Stock have been issued or are to be issued upon conversion of
certain of the Registrant's Convertible Preferred Stock ("Convertible
Preferred Stock") previously issued to RBB Bank Aktiengesellschaft ("RBB
Bank") and in payment of accrued dividends thereon. Following various
conversions by RBB Bank and redemptions by the Registrant, RBB Bank
currently holds 1,769 shares of Convertible Preferred Stock which may be
convertible into up to approximately 1,605,846 shares of Common Stock,
assuming, among other things, that the average closing bid price of the
Common Stock on the National Association of Securities Dealers Automated
Quotation SmallCap market ("NASDAQ") for the five days prior to conversion
is $1.4688 (being the closing price of the Common Stock on the NASDAQ as of
September 15, 1999). RBB Bank currently holds an aggregate of 6,751,482
shares of Common Stock which it has received upon conversion of the
Convertible Preferred Stock and in payment of accrued dividends thereon.
(2) Estimated in accordance with Rule 457 solely for the purposes of
calculating the registration fee. Based upon the average of the high and
low prices of $1.5938 and $1.4688 per share, respectively, determined as
of the close of business on September 15, 1999.
<PAGE>
EXPLANATORY STATEMENT
This Registration Statement on Form S-3 is being filed with
respect to the registration of additional shares of common stock,
par value $.001 per share (the "Common Stock") of Perma-Fix
Environmental Services, Inc., a Delaware corporation (the
"Company"), pursuant to Rule 462(b) under the Securities Act of
1933 as amended (the "Securities Act") and pursuant to General
Instruction IV to Form S-3. Pursuant to Rule 462(b), the contents
of the Company's Registration Statement on Form S-3 (Reg. No. 333-
14513), which was declared effective by the Securities and Exchange
Commission (the "Commission") on November 13, 1996, including the
exhibits, are incorporated by reference into this Registration
Statement. Pursuant to Rule 429 under the Securities Act, the
securities registered in Registration Number 333-14513 may be
offered and sold together with the securities registered hereunder
through the use of the combined prospectus included in Registration
Number 333-14513.
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-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 20th day of September,
1999.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By: /s/ Louis F. Centofanti
____________________________________
Dr. Louis F. Centofanti
Chairman, President and
Chief Executive Officer
<PAGE>
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.
Signature Title Date
_________ _____ ____
/s/ Louis F. Centofanti
_______________________ Chairman of the September 20, 1999
Dr. Louis F. Centofanti Board of Directors,
President, and
Chief Executive
Officer
(Principal Executive
Officer)
/s/ Richard T. Kelecy
_______________________ Chief Financial September 20, 1999
Richard T. Kelecy Officer
(Principal Financial
and Accounting
Officer)
/s/ Mark A. Zwecker
_______________________ Director September 20, 1999
Mark A. Zwecker
/s/ Steve Gorlin
_______________________ Director September 20, 1999
Steve Gorlin
/s/ Jon Colin
______________________ Director September 20, 1999
Jon Colin
/s/ Thomas P. Sullivan
______________________ Director September 20, 1999
Thomas P. Sullivan
<PAGE>
EXHIBIT INDEX
5.1 Opinion of Conner & Winters, A Professional Corporation
23.1 Consent of BDO Seidman, L.L.P.
23.2 Consent of Bovitz & Co., P.C.
23.3 Consent of Conner & Winters, A Professional Corporation
(included in Exhibit 5.1)
CONNER & WINTERS
A Professional Corporation
LAWYERS
ONE LEADERSHIP SQUARE
211 NORTH ROBINSON, SUITE 1700
OKLAHOMA CITY, OKLAHOMA 73102-7101
(405) 272-5711
(405) 232-2695
September 20, 1999
Perma-Fix Environmental Services, Inc.
1940 Northwest 67th Place
Gainesville, Florida 32653
Re: Perma-Fix Environmental Services, Inc.; Form S-3
Registration Statement Registering 2,075,237 Shares
of Common Stock; Our File No. 7034.001
___________________________________________________
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") pursuant to Rule 462(b) as promulgated 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 RBB Bank Aktiengesellschaft("RBB Bank"), of the following:
(i) up to 2,075,237 shares of the Company's Common
Stock, par value $.001 per share ("Common Stock")
by RBB Bank that are issuable by the Company to RBB
Bank ("RBB Shares") as follows:
(a) up to 1,700,000 shares acquired or to be
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") and
Series 14 Class N Convertible Preferred Stock,
par value $.001 per share ("Series 14 Class N
Preferred Stock");
<PAGE>
Perma-Fix Environmental Services, Inc.
September 20, 1999
Page 2
(b) up to 375,237 shares being acquired by RBB
Bank as payment of dividends on the Series 3
Class C Preferred Stock, Series 11 Class K
Convertible Preferred Stock, par value $.001
per share ("Series 11 Class K Preferred
Stock"), and Series 14 Class N Preferred
Stock.
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 the RBB Shares will constitute, if and when issued
pursuant to the terms of the Series 3 Class C Preferred Stock,
Series 11 Class K Preferred Stock, or Series 14 Class N Preferred
Stock, validly issued and fully paid and nonassessable shares of
Common Stock.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under the
heading "Legal Opinion" in the Prospectus forming a part of the
Registration Statement.
Very truly yours,
CONNER & WINTERS,
A Professional Corporation
/s/ Conner & Winters,
A Professional Corporation
IHS:drg
H:\N-P\PESI\opinion917.99.wpd
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 March 5, 1999, relating to the consolidated
financial statements of Perma-Fix Environmental Services, Inc.
appearing in the Company's Annual Report on Form 10-K for the year
ended December 31, 1998.
We also consent to the reference to us under the caption "Experts"
in the Prospectus.
/s/ BDO Seidman, LLP
BDO Seidman, LLP
Orlando, Florida
September 20, 1999
BOVITZ
_______________
& CO., CPA, P. C.
CERTIFIED PUBLIC ACCOUNTANTS
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Perma-Fix Environmental Services, Inc.
Gainesville, Florida
We hereby consent to the incorporation by reference into this
Registration Statement on Form S-3 of our report dated January 26,
1999, relating to the combined financial statements and schedule of
Chemical Conservation Corporation, Chemical Conservation of
Georgia, Inc., and Chem-Met Services, Inc. and subsidiaries
appearing in the Report on Form 8-K/A, earliest event June 1, 1999
of Perma-Fix Environmental Services, Inc.
/s/ Robert L. Bovitz
Robert L. Bovitz
Bovitz & Co., CPA, P.C.
Trenton, Michigan
September 16, 1999
1631 Kingsway Court * P.O. Box 445 / Trenton, Michigan 48183-0445
Phone: (734) 671-5300 / Fax: (734) 671-6504 / Website:
bovitzcpa.com /
E-Mail: [email protected]
