As Filed with the Securities and Exchange
Commission on December 16, 1996 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)
Consulting Agreement with C. Lee Daniel, Jr.
Consulting Agreement with Rita D. Durocher
Consulting Agreement with Sam Elam
Consulting Agreement with R. Keith Fetter
Consulting Agreement with John Henderson
Consulting Agreement with Robert Hicks
Consulting Agreement with Dr. Jeffrey Sherman
Consulting Agreement with Gary Thomas
__________________________________________________
(Full Titles of Plans)
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)
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share(2) offering price(2) fee(2)
__________ __________ _______________ _________________ _____________
Common Stock
($.001 par
value) 176,912 $1.6875 $298,539.00 $102.94
<FN>
(1) The 176,912 shares of Common Stock to be registered represent the
anticipated maximum number of shares which are to be issued pursuant to
Perma-Fix Environmental Services, Inc.'s following employee benefit plans:
Consulting Agreement with C. Lee Daniel, Jr. ("Daniel Agreement") (12,500
shares); Consulting Agreement with Rita Durocher ("Durocher Agreement")
(9,412 shares); Consulting Agreement with Sam Elam (11,000 shares);
Consulting Agreement with R. Keith Fetter ("Fetter Agreement") (62,500
shares); Consulting Agreement with John Henderson (45,000 shares);
Consulting Agreement with Dr. Jeffrey Sherman ("Sherman Agreement")
(20,000 shares); and, Consulting Agreement with Gary Thomas (13,000
shares). Under the terms of the Daniel Agreement, the Company
shall issue 7,500 shares to Mr. Daniel along with up to an additional
5,000 shares, depending on the extent of services performed by Mr. Daniel
and the fair market value of the Common Stock on the determination date
(as described in the Daniel Agreement). Under the terms of the Durocher
Agreement, the Company agreed to issue to Ms. Durocher that number of
shares of the Company's Common Stock equal to an amount determined
by dividing 20,000 by the closing bid price per share of the Company's
Common Stock as of the date of the Durocher Agreement. On the date of
the Durocher Agreement, November 1, 1996, the closing, bid price per
share of the Company's Common Stock was $2.125, yielding an issuance
of 9,412 shares (rounded). Under the terms of the Sherman Agreement,
if the Company completes the sale of a certain proprietary process
("Process") while Dr. Sherman is consulting pursuant to the Sherman
Agreement, the Company agrees to issue to Dr. Sherman that number of
shares of the Company's Common Stock equal to an amount determined
by dividing 20,000 by the closing bid price per share of the Company's
Common Stock as quoted in the NASDAQ on the date of completion of the
sale by the Company of the Process ("Process Sale Date"), which could
result in the issuance of 20,000 or fewer shares, assuming the fair
market value of the Common Stock on the Process Sale Date is $1.00 per
share or greater. Under the terms of the Hicks Agreement, the Company
shall issue shares of Common Stock to Mr. Hicks equal to an amount
determined by dividing the amount of invoices received from Mr. Hicks
for consulting services by the closing bid price of the Common Stock
on the determination date (as described in the Hicks Agreement), with
with the number of shares of Common Stock issued to Mr. Hicks not to
exceed 3,500. Under the terms of the Thomas Agreement, the Company
agrees to issue 13,000 shares of Common Stock to Mr. Thomas for con-
sulting services ("Thomas Shares"), however, if on the date that is six
months from the date of the Thomas Agreement or upon Mr. Thomas' resale
of the Thomas Shares in an open market transaction, the fair market
value of such shares exceeds $21,500, Mr. Thomas shall pay to the Company
the difference between the fair market value of the Thomas Shares and
$21,500. If the fair market value of the Thomas Shares does not equal
or exceed $21,500 at any time from the date of filing of this Form S-8
until the date six months from the date of the Thomas Agreement, the
Company shall pay to Mr. Thomas the difference between $21,500 and the
highest fair market value of the Thomas Shares during such period.
(2) In accordance with Rule 457(c) and (h), the maximum offering price and
the calculation of the registration fee are based upon the basis of the
average bid and asked prices for the Common Stock on December 12, 1996,
of $1.6875, as reported on the National Association of Securities
Dealers Automated Quotation System.
</FN>
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,
1995;
(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.
Item 6. Indemnification of Directors and Officers.
The Registrant's Restated Certificate of Incorporation 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 inures 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
complying with, federal or state securities laws or affect the avail-
ability 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.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
<CAPTION
Exhibit
Number Description of Document
______ ________________________
3.1 Restated Certificate of Incorporation, as amended, and all
Certificates of Designations, incorporated by reference from
Exhibit 3(i) from the Company's Form 10-Q for the quarter dated
June 30, 1996.
3.2 Bylaws of the Registrant.(1)
3.3 Specimen Common Stock Certificate.(1)
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 Arthur Andersen LLP.
23.3 Consent of Coopers & Lybrand L.L.P.
24.1 Powers of Attorney (included on signature page).
99.1 Consulting Agreement with C. Lee Daniel, Jr.
99.2 Consulting Agreement with Rita D. Durocher.
99.3 Consulting Agreement with Sam Elam.
99.4 Consulting Agreement with R. Keith Fetter.
99.5 Consulting Agreement with John Henderson.
99.6 Consulting Agreement with Robert Hicks.
99.7 Consulting Agreement with Dr. Jeffrey Sherman.
99.8 Consulting Agreement with Gary Thomas.
_____________________
<FN>
(1) Filed as an exhibit to the Registration Statement on Form S-1 (Registration
No. 33-51874), filed on September 11, 1992, or amendments thereto, and incor-
porated herein by reference.
</FN>
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 Registration Statement relating
to the Securities offered 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 require-
ments 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 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 con-
trolling 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.
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 12th day of December, 1996.
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 December 12, 1996
____________________________________ Date:___________________
Dr. Louis F. Centofanti
Chairman of the Board,
Chief Executive Officer and President
/s/ Richard T. Kelecy December 12, 1996
____________________________________ Date:___________________
Richard T. Kelecy
Chief Financial Officer
/s/ Mark A. Zwecker December 12, 1996
____________________________________ Date:___________________
Mark A. Zwecker
Director
/s/ Steve Gorlin December 12, 1996
____________________________________ Date:___________________
Steve Gorlin
Director
/s/ Jon Colin December 12, 1996
____________________________________ Date:___________________
Jon Colin
Director
EXHIBIT INDEX
Exhibit Sequential
Number Description of Document Page No.
_______ ______________________________________ __________
3.1 Restated Certificate of Incorporation, *
as amended, and all Certificates of
Designations, incorporated by reference
from Exhibit 3(i) from the Company's
Form 10-Q for the quarter dated June 30,
1996.
3.2 Bylaws of the Registrant.(1) *
3.3 Specimen Common Stock Certificate.(1) *
5.1 Opinion of Conner & Winters, P.C. 9
23.1 Consent of Conner & Winters, P.C.
(incorporated into Exhibit 5.1 hereto). *
23.2 Consent of Arthur Andersen LLP. 13
23.3 Consent of Coopers & Lybrand L.L.P. 14
24.1 Powers of Attorney (included on
signature page). *
99.1 Consulting Agreement with C. Lee
Daniel, Jr. 15
99.2 Consulting Agreement with Rita D.
Durocher. 20
99.3 Consulting Agreement with Sam Elam. 25
99.4 Consulting Agreement with R. Keith
Fetter. 29
99.5 Consulting Agreement with John
Henderson. 34
99.6 Consulting Agreement with Robert
Hicks. 39
99.7 Consulting Agreement with Dr. Jeffrey
Sherman. 44
99.8 Consulting Agreement with Gary Thomas. 48
____________________
<FN>
(1) Filed as an exhibit to the Registration Statement on Form S-1
(Registration No. 33-51874), filed on September 11, 1992, or amendments
thereto, and incorporated herein by reference.
</FN>