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) July 7, 1997
__________________
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)
1940 N.W. 67th Place, Suite A, Gainesville, FL 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)
Item 5. Other Events.
Sale of Series 5 Class E Convertible Preferred Stock.
On or about July 14, 1997, Perma-Fix Environmental Services,
Inc. (the "Company") issued to the Infinity Fund, L.P. ("Infinity"),
350 shares of newly-created Series 5 Class E Convertible Preferred
Stock, par value $.001 per share ("Series 5 Preferred"), at a price
of $1,000 per share, for an aggregate sales price of $350,000. The
sale to Infinity 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 July 7,
1997, between the Company and Infinity ("Subscription Agreement").
The Company intends to utilize the proceeds received on the sale of
Series 5 Preferred for the payment of debt and general working
capital.
The Series 5 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 5
Preferred (the "Liquidation Value"), plus an amount equal to all
unpaid dividends accrued thereon. The Series 5 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 5 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 immediately prior to
the date the dividend is declared, multiplied by (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 5 Preferred may convert into Common
Stock up to 175 shares of the Series 5 Preferred on and after
November 3, 1997, and the remaining 175 shares of the Series 5
Preferred on and after December 3, 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 80% or (b) $1.6875. The minimum
conversion price is $.75, which minimum will be eliminated from and
after September 6, 1998. If the average closing bid quotation for the
five trading days immediately preceding the conversion of the Series 5
Preferred equals or exceeds $2.11, the holder will have the right to
convert the Series 5 Preferred into approximately 207,400 shares of
Common Stock. The Company will have the option to redeem the shares
of Series 5 Preferred (a) between July 14, 1998, and July 13, 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 July 13, 2001, at a redemption
price of $1,000 per share. The holder of the Series 5 Preferred will
have the option to convert the Series 5 Preferred prior to redemption
by the Company.
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On June 30, 1997, the Company entered into a Stock Purchase
Agreement ("Centofanti Agreement") with Dr. Louis F. Centofanti,
currently the President, Chief Executive Officer, Chairman of the
Board, and Director of the Company, whereby the Company sold, and
Dr. Centofanti purchased, 24,381 shares of the Company's Common
Stock. The sale to Dr. Centofanti was made in a private placement
under Rule 506 of Regulation D under the Securities Act of 1933,
as amended. The purchase price was $1.6406 per share representing
75% of the $2.1875 closing bid price of the Common Stock as quoted
on the NASDAQ on the date that Dr. Centofanti notified the Company
of his desire to purchase such shares. Pursuant to the terms of the
Centofanti Agreement, Dr. Centofanti paid the Company the aggregate
purchase price of $40,000 for the 24,381 shares of Common Stock. The
sale of the 24,381 shares and the terms of the Centofanti Agreement
were authorized by the Company's Board of Directors.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
4.1 Subscription and Purchase Agreement, dated July 7,
1997, between the Company and The Infinity Fund,
L.P.
4.2 Certificate of Designations of Series 5 Class E
Convertible Preferred Stock, dated July 14, 1997.
4.3 Specimen copy of Series 5 Class E Convertible
Preferred Stock certificate.
4.4 Stock Purchase Agreement, dated June 30, 1997,
between the Company and Dr. Louis F. Centofanti.
4.5 Stock Purchase Agreement, dated June 30, 1997,
between the Company and Steve Gorlin.
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: July 25, 1997.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By: /s/ Richard T. Kelecy
____________________________
Richard T. Kelecy
Chief Financial Officer
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