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 30, 1998
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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, 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)
Item 5. Other Events.
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Pursuant to the terms of a Private Securities Subscription
Agreement ("Subscription Agreement"), effective as of June 30, 1998,
between Perma-Fix Environmental Services, Inc. (the "Company") and
RBB Bank Aktiengesellschaft, located in Graz, Austria ("RBB Bank"),
the Company issued to RBB Bank 3,000 shares of newly created Series
10 Class J Convertible Preferred Stock, par value $.001 per share
("Series 10 Preferred"), at a price of $1,000 per share, for an
aggregate sales price of $3,000,000. The sale to RBB Bank was made
in a private placement under Section 4(2) of the Securities Act of
1933, as amended (the "Act"), and/or Rule 506 of Regulation D under
the Act. The Series 10 Preferred has a liquidation value equal to
$1,000 per outstanding share of Series 10 Preferred (the "Liquidation
Value"), and has a liquidation preference over the Company's Common
Stock, par value $.001 per share ("Common Stock"), equal to the
aggregate Liquidation Value for all of the then outstanding shares
of Series 10 Preferred plus an amount equal to all unpaid dividends
accrued thereon. The Series 10 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 10 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. 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 National
Association of Securities Dealers Automated Quotation system
("NASDAQ"), or if the Common Stock is not listed for trading on the
NASDAQ but is listed for trading on a national securities exchange,
the average closing bid price of the Common Stock as quoted on such
national securities exchange, for the five (5) trading days
immediately 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 10 Preferred may convert into Common
Stock any or all of the Series 10 Preferred on and after 180 days
after June 30, 1998. The conversion price per outstanding share of
Preferred Stock ("Conversion Price") is $1.875; except that if the
average of the closing bid price per share of Common Stock quoted on
the NASDAQ (or the closing bid price of the Common Stock as quoted
on the national securities exchange if the Common Stock is not listed
for trading on the NASDAQ but is listed for trading on a national
securities exchange) for the five (5) trading days immediately prior
to the particular date on which the holder notified the Company of a
conversion ("Conversion Date") is less than $2.34, then the Conversion
Price for that particular conversion shall be eighty percent (80%) of the
average of the closing bid price of the Common Stock on the NASDAQ
(or if the Common Stock is not listed for trading on the NASDAQ but
is listed for trading on a national securities exchange then eighty
percent (80%) of the average of the closing bid price of the Common
Stock on the national securities exchange) for the five (5) trading
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days immediately prior to the particular Conversion Date. As of
June 30, 1998, the closing price of Common Stock on the NASDAQ was
$1.875 per share.
As part of the sale of the Series 10 Preferred, the Company
also issued to RBB Bank (a) a warrant entitling the holder to
purchase up to an aggregate of 150,000 shares of Common Stock at an
exercise price of $2.50 per share of Common Stock expiring three (3)
years after June 30, 1998 and (b) a warrant entitling the holder to
purchase up to an aggregate of 200,000 shares of Common Stock at an
exercise price of $1.875 per share of Common Stock and expiring three
(3) years after June 30, 1998. Collectively, these warrants are
referred to herein as the "RBB Warrants." The Common Stock
issuable upon the conversion of the Series 10 Preferred and upon
the exercise of the RBB 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 10 Preferred for working capital and/or to reduce
the outstanding balance of its credit facilities, subject to the
Company reborrowing under such credit facilities.
In addition to the 2,200,000 shares of Common Stock which have
been reserved for issuance upon conversion of the Series 10 Preferred,
and in payment of dividends accrued thereon and upon exercise of the RBB
Warrants, RBB Bank may also be considered to be the beneficial owner
of approximately 7,958,687 shares of the Company's Common Stock consisting
of (a) 931,786 shares of Common Stock held directly by RBB Bank;
(b) 4,051,335 shares of Common Stock issuable upon conversion of 6,500
shares of other series of convertible preferred stock previously issued by
the Company to RBB Bank, subject to variation depending upon, among other
things, the market price per share of Common Stock at the time of conversion
and various terms and conditions of the preferred; (c) 319,316 shares of
Common Stock which may be issued in payment of dividends accrued on such
6,500 shares of convertible preferred stock; and, (d) 2,656,250 shares of
Common Stock that RBB Bank has the right to acquire upon exercise of
various warrants previously issued by the Company to RBB Bank, consisting
of (i) warrants entitling the holder to purchase up to an aggregate of
1,000,000 shares of Common Stock at an exercise price of $2.00 per share of
Common Stock; (ii) warrants entitling the holder to purchase up to
an aggregate of 1,000,000 shares of Common Stock at an exercise
price of $3.50 per share of Common Stock; (iii) warrants entitling the
holder to purchase up to an aggregate of 375,000 shares of Common Stock
at an exercise price of $1.875 per share of Common Stock; and,
(iv) warrants entitling the holder to purchase up to an aggregate
of 281,250 shares of Common Stock at an exercise price of $2.125
per share of Common Stock. If RBB Bank were to obtain 10,158,687
shares of Common Stock through exercise of all of its warrants and
conversion of all of its preferred stock into Common Stock it would
hold approximately 47.9% of the outstanding Common Stock of the
Company based upon 12,001,746 shares of Common Stock issued and
outstanding as of July 17, 1998 (excluding 920,000 shares held as
treasury stock). The foregoing estimate assumes that no other shares
of Common Stock are issued by the Company, no other warrants or options
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granted by the Company and currently outstanding are exercised, the
Company does not acquire additional shares of Common Stock as treasury
stock, and RBB Bank does not dispose of any shares of Common Stock.
In connection with the placement of Series 10 Preferred to RBB
Bank, the Company paid fees (excluding legal and accounting) of
$210,000 and issued to (a) Liviakis Financial Communications, Inc.
("Liviakis") for assistance with the placement of the Series 10
Preferred, warrants entitling the holder to purchase up to an
aggregate of 1,875,000 shares of Common Stock, subject to certain
anti-dilution provisions, at an exercise price of $1.875 per share
of Common Stock, which warrants may be exercised after January 15,
1999, and which expire after four (4) years; (b) Robert B. Prag,
an executive officer of Liviakis for assistance with the placement of
the Series 10 Preferred, warrants entitling the holder to purchase
up to an aggregate of 625,000 shares of Common Stock, subject to
certain anti-dilution provisions, at an exercise price of $1.875
per share of Common Stock, which warrants may be exercised after
January 15, 1999, and which expire after four (4) years; (c) JW
Genesis Financial Corporation for assistance with the placement
of the Series 10 Preferred, warrants entitling the holder
to purchase up to an aggregate of 150,000 shares of Common Stock,
subject to certain anti-dilution provisions, at an exercise price of
$1.875 per share of Common Stock, which warrants expire after three
(3) years; and (d) Fontenoy Investments for assistance with the placement
of the Series 10 Preferred, warrants entitling the holder to purchase up to
an aggregate of 350,000 shares of Common Stock, subject to certain
anti-dilution provisions, at an exercise price of $1.875 per share of
Common Stock, which warrants expire after three (3) years. Under the
terms of each warrant, the holder is entitled to certain registration
rights with respect to the shares of Common Stock issuable on the
exercise of each warrant.
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Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
4.1 Private Securities Subscription Agreement, dated
June 30, 1998, between the Company and RBB Bank
Aktiengesellschaft.
4.2 Certificate of Designations of Series 10 Class J
Convertible Preferred Stock, dated July 16, 1998.
4.3 Specimen copy of Certificate relating to the Series
10 Class J Convertible Preferred Stock.
4.4 Common Stock Purchase Warrant ($2.50) dated
June 30, 1998, between the Company and RBB Bank
Aktiengesellschaft.
4.5 Common Stock Purchase Warrant ($1.875) dated
June 30, 1998, between the Company and RBB Bank
Aktiengesellschaft.
4.6 Consulting Agreement dated effective June 30, 1998,
between the Company and Liviakis Financial
Communications, Inc.
4.7 Common Stock Purchase Warrant ($1.875) effective
June 30, 1998, between the Company and Liviakis
Financial Communications, Inc.
4.8 Common Stock Purchase Warrant ($1.875) effective
June 30, 1998, between the Company and Robert B.
Prag.
* * * * * * *
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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: July 17, 1998
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Exhibit Index
Exhibit Sequential
No. Description Page No.
_______ ___________ __________
4.1 Private Securities Subscription
Agreement, dated June 30, 1998,
between the Company and RBB Bank
Aktiengesellschaft. 8
4.2 Certificate of Designations of
Series 10 Class J Convertible
Preferred Stock, dated July 16,
1998. 27
4.3 Specimen copy of Certificate
relating to the Series 10 Class
J Convertible Preferred Stock. 37
4.4 Common Stock Purchase Warrant
($2.50) dated June 30, 1998,
between the Company and RBB Bank
Aktiengesellschaft. 38
4.5 Common Stock Purchase Warrant
($1.875) dated June 30, 1998,
between the Company and RBB
Bank Aktiengesellschaft. 45
4.6 Consulting Agreement dated
effective June 30, 1998,
between the Company and Liviakis
Financial Communications, Inc. 52
4.7 Common Stock Purchase Warrant
($1.875) effective June 30, 1998,
between the Company and Liviakis
Financial Communications, Inc. 63
4.8 Common Stock Purchase Warrant
($1.875) effective June 30, 1998,
between the Company and Robert B.
Prag. 76