SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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)
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 dividend or
other distribution 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 Class D Preferred Stock 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) $1.75. The
minimum conversion price is $.75, which minimum will be eliminated
from and after September 6, 1998.
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. The Common 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.
In connection with the placement of Series 4 Preferred to RBB
Bank, the Company paid fees (excluding legal and accounting) of
$200,000 and issued to the investment banking firm that handled
the placement two 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. 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 such warrants.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
4.1 Subscription and Purchase Agreement, dated June 9,
1997, between the Company and RBB Bank
Aktiengesellschaft.
4.2 Certificate of Designations of Series 4 Class D
Convertible Preferred Stock, dated June 9, 1997.
4.3 Specimen copy of Certificate relating to the Series
4 Class D Convertible Preferred Stock.
4.4 Common Stock Purchase Warrant ($2.10) dated June 9,
1997, between the Company and RBB Bank
Aktiengesellschaft.
4.5 Common Stock Purchase Warrant ($2.50) dated June 9,
1997, between the Company and RBB Bank
Aktiengesellschaft.
4.6 Common Stock Purchase Warrant ($1.50) dated June 9,
1997, between the Company and J W Charles
Securities, Inc.
4.7 Common Stock Purchase Warrant ($2.00) dated June 9,
1997, between the Company and J W Charles
Securities, Inc.
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: June 18, 1997
Exhibit Index
_____________
Sequentially
Exhibit Numbered
No. Description Page
________ _______________________________________ _____________
4.1 Subscription and Purchase Agreement, 6
dated June 9, 1997, between the Company
and RBB Bank Aktiengesellschaft
4.2 Certificate of Designations of Series 4 28
Class D Convertible Preferred Stock,
dated June 9, 1997
4.3 Specimen copy of Certificate relating 39
to the Series 4 Class D Convertible
Preferred Stock
4.4 Common Stock Purchase Warrant ($2.10) 41
dated June 9, 1997, between the
Company and RBB Bank Aktiengesellschaft
4.5 Common Stock Purchase Warrant ($2.50) 49
dated June 9, 1997, between the
Company and RBB Bank Aktiengesellschaft
4.6 Common Stock Purchase Warrant ($1.50) 57
dated June 9, 1997, between the
Company and J W Charles Securities, Inc.
4.7 Common Stock Purchase Warrant ($2.00) 69
dated June 9, 1997, between the Company
and J W Charles Securities, Inc.