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) August 31, 2000
__________________________
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
___________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 1-11596 58-1954497
___________________ _________________ ____________________
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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1940 N.W. 67th Place, Suite A, Gainesville, Florida 32653
___________________________________________________ __________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (352) 373-4200
______________________
Not applicable
_________________________________________________________________________
(Former name or former address, if changed since last report)
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Item 7. Financial Statements and Exhibits.
_________________________________
On September 15, 2000, Perma-Fix Environmental Services, Inc.
(the "Company") filed a Form 8-K to report its acquisition of all
of the outstanding capital stock of Diversified Scientific
Services, Inc. ("DSSI") from Waste Management Holdings, Inc., a
Delaware corporation ("Waste Management Holdings") pursuant to the
terms of a Stock Purchase Agreement which was entered into on May 16,
2000, and subsequently amended on August 31, 2000 (together,
the "Stock Purchase Agreement"). On August 31, 2000, the conditions
precedent to closing of the Stock Purchase Agreement were completed
and the Stock Purchase Agreement was consummated.
Pursuant to Item 7 of Form 8-K, the Company indicated it would
file certain financial information no later than the date required
by Item 7 of Form 8-K. This Amendment No. 1 is being filed to
provide such financial information.
(I) Audited Financials
The following audited financial statements of DSSI are filed
as required by Rule 3.05(b) of Regulation S-X, as promulgated
pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and are attached hereto as Exhibit 99.1.
Report of Independent Certified Public Accountants Arthur Andersen
LLP
Audited Financial Statements:
A. Balance Sheets as of December 31, 1999, and 1998
B. Statements of Income and Retained Earnings for the Years
Ended December 31, 1999, 1998 and 1997
C. Combined Statements of Cash Flows for the Years Ended
December 31, 1999, 1998 and 1997
D. Notes to Financial Statements
(II) Unaudited Interim Financials
The following unaudited interim financial statements
of DSSI are filed as required by Rule 3.05(b) of Regulation S-X, as
promulgated pursuant to the Securities Act and the Exchange Act and
are attached hereto as Exhibit 99.2.
A. Unaudited Balance Sheets for the six-month
period ended June 30, 2000
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B. Statements of Operations for the three-month period
ended June 30, 2000 and 1999, and six-month
period ended June 30, 2000 and 1999
C. Combined Statement of Cash Flows for the six-month period
ended June 30, 2000 and 1999
(b) Pro forma financial information.
The following unaudited pro forma financial information is
filed as required by Article 11 of Regulation S-X, as promulgated
pursuant to the Securities Act and the Exchange Act, and is
attached hereto as Exhibit 99.3. The following information should
be read in conjunction with the Company's Annual Report on Form 10-
K for the year ended December 31, 1999, Quarterly Report on Form
10-Q for the quarterly periods ended March 31, 2000 and June 30,
2000.
Unaudited Pro Forma Combined Condensed Financial Statements of the
Company and DSSI
A. Unaudited Pro Forma Condensed Combined Statement of
Operations for the year ended December 31, 1999
B. Unaudited Pro Forma Condensed Combined Balance Sheet as
of June 30, 2000
C. Unaudited Pro Forma Condensed Combined Statement of
Operations for the quarter ended June 30, 2000
D. Notes to the Unaudited Pro Forma Condensed Combined
Financial Statements
(c) Exhibits.
2.1 Stock Purchase Agreement dated as of May 16, 2000,
between Perma-Fix Environmental Services, Inc. and
Waste Management Holdings, Inc. as incorporated by
reference from Exhibit 2.1 to the Company's
quarterly report on Form 10-Q for the quarter ended
March 31, 2000.
2.2* First Amendment to Stock Purchase Agreement dated
August 31, 2000, between Perma-Fix Environmental
Services, Inc., and Waste Management Holdings, Inc.
(Exhibits and Schedules to this agreement as
referenced therein are omitted, but will be
provided to the Commission upon request.)
4.1* Loan Agreement between Perma-Fix Environmental
Services, Inc. and RBB Bank Aktiengesellschaft,
dated August 29, 2000.
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4.2* Promissory Note for $3,000,000, dated August 29,
2000, issued to RBB Bank Aktiengesellschaft.
4.3* Warrant for 150,000 shares of Common Stock issued
to RBB Bank Aktiengesellschaft.
4.4* Guaranteed Promissory Note, dated August 31, 2000,
for $2,500,000 issued to Waste Management Holdings,
Inc.
4.5* Promissory Note, dated August 31, 2000, for
$3,500,000 issued to Waste Management Holdings,
Inc.
4.6 RBB Letter Agreement regarding a $750,000 loan is
incorporated by reference from Exhibit 10.1 to the
Company's quarterly report on Form 10-Q for the
quarter ended June 30, 2000.
4.7 Unsecured Promissory Note in favor of RBB Bank
Aktiengesellschaft is incorporated by reference
from Exhibit 10.3 to the Company's quarterly report
on Form 10-Q for the quarter ended June 30, 2000.
10.1* Non-recourse Guaranty dated August 31, 2000,
between Diversified Scientific Services, Inc.
and Waste Management Holdings, Inc.
23.1 Consent of Arthur Andersen LLP.
99.1 Audited financial statements of Diversified
Scientific Services, Inc.
99.2 Unaudited interim financial statements of
Diversified Scientific Services, Inc.
99.3 Pro Forma Financial Information
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* Filed as an exhibit to the Company's Current Report on Form 8-K
dated August 31, 2000.
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.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By: /s/ Richard T. Kelecy
_______________________________
Richard T. Kelecy
Chief Financial Officer
Date: November 14, 2000
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