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) June 1, 1999
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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 7. Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired.
On June 16, 1999, Perma-Fix Environmental Services, Inc. (the "Company")
filed a Form 8-K to report its acquisition of all of the outstanding capital
stock of (i) Chemical Conservation Corporation, a Florida corporation
("Chemical Florida") and Chemical Conservation of Georgia, Inc., a Georgia
corporation ("Chemical Georgia") pursuant to the terms of a Stock Purchase
Agreement executed on May 27, 1999, among the Company; Chemical Florida;
Chemical Georgia; The Thomas P. Sullivan Living Trust, dated September 6,
1978 ("TPS Trust"); The Ann L. Sullivan Living Trust, dated September 6, 1978
("ALS Trust"); Thomas P. Sullivan, an individual ("TPS"); and Ann L.
Sullivan, an individual ("ALS"), and (ii) Chem-Met Services, Inc., a Michigan
corporation ("Chem-Met"), pursuant to the terms of a Stock Purchase Agreement
executed on May 27, 1999, among the Company, Chem-Met, the TPS Trust, the
ALS Trust, TPS, and ALS. 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 combined financial statements of Chemical Florida,
Chemical Georgia and Chem-Met 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"), are attached hereto as Exhibit 99.2.
Report of Independent Certified Public Accountants Bovitz & Co.,
CPA, P.C.
Audited Combined Financial Statements:
A. Combined Balance Sheets as of September 30, 1998 and 1997
B. Combined Statements of Income and Retained Earnings for
the Years Ended September 30, 1998, 1997 and 1996
C. Combined Statements of Cash Flows for the Years Ended
September 30, 1998, 1997 and 1996
D. Notes to Financial Statements
II Unaudited Interim Financials
The following unaudited interim combined financial statements
of Chemical Florida, Chemical Georgia and Chem-Met are filed as
required by Rule 3.05(b) of Regulation S-X, as promulgated pursuant
to the Securities Act and the Exchange Act are attached hereto as
Exhibit 99.3.
A. Unaudited Combined Balance Sheets for the three-month
period ended March 31, 1999
B. Consolidated Statements of Operations for the three-
month period ended March 31, 1999 and 1998, and six-
month period ended March 31, 1999 and 1998
C. Combined Statement of Cash Flows for the six-month
period ended March 31, 1999 and 1998
(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 99.4. The following information should be read in
conjunction with the Company's Annual Report on Form 10-K for the
year ended December 31, 1998 and Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1999.
Unaudited Pro Forma Combined Condensed
Financial Statements of the Company, Chem-Con and Chem-Met
A. Unaudited Pro Forma Condensed Combined Balance
Sheet as of December 31, 1998
B. Unaudited Pro Forma Condensed Combined Statement of
Operations for the year ended December 31, 1998
C. Unaudited Pro Forma Condensed Combined Balance
Sheet as of March 31, 1999
D. Unaudited Pro Forma Condensed Combined Statement
of Operations for the quarter ended March 31, 1999
E. Notes to the Unaudited Pro Forma Condensed Combined
Financial Statements
(c) Exhibits.
2.1* Stock Purchase Agreement dated as of May 27, 1999,
among Perma-Fix Environmental Services, Inc.,
Chemical Conservation Corporation, Chemical
Conservation of Georgia, Inc., the Thomas P.
Sullivan Living Trust, dated September 6, 1978, the
Ann L. Sullivan Living Trust, dated September 6,
1978, Thomas P. Sullivan, and Ann L. Sullivan.
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2.2* Stock Purchase Agreement dated as of May 27, 1999,
among Perma-Fix Environmental Services, Inc., Chem-
Met Services, Inc., the Thomas P. Sullivan Living
Trust, dated September 6, 1978, the Ann L. Sullivan
Living Trust, dated September 6, 1978, Thomas P.
Sullivan, and Ann L. Sullivan.
4.1* Amendment and Joinder to Loan and Security
Agreement (the "Loan Amendment") dated May 27,
1999, among Congress Financial Corporation
(Florida), Perma-Fix Environmental Services, Inc.
and the subsidiaries of Perma-Fix Environmental
Services, Inc.
4.2* Subordination Agreement dated May 27, 1999 among
Congress Financial Corporation (Florida), Perma-Fix
Environmental Services, Inc., the subsidiaries of
Perma-Fix Environmental Services, Inc., the Thomas
P. Sullivan Living Trust dated September 6, 1978
and the Ann L. Sullivan Living Trust dated
September 6, 1978
10.1* Promissory Note for $1,230,000 issued to the Ann L.
Sullivan Living Trust dated September 6, 1978
10.2* Promissory Note for $1,970,000 issued to the Ann L.
Sullivan Living Trust dated September 6, 1978
10.3* Promissory Note for $1,500,000 issued to the Thomas
P. Sullivan Living Trust dated September 6, 1978
10.4* Non-recourse Guaranty dated May 28, 1999, by and among
Chem-Met Services, Inc., the Thomas P. Sullivan Living Trust
dated September 6, 1978, and the Ann L. Sullivan Living Trust
dated September 6, 1978.
10.5* Mortgage dated May 28, 1999, by Chem-Met Services, Inc. to the
Thomas P. Sullivan Living Trust dated September 6, 1978 and the
Ann L. Sullivan Living Trust dated September 6, 1978.
23.1 Consent of Bovitz & Co., P.C.
99.1* Press release, dated June 2, 1999
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99.2 Audited combined financial statements of Chemical
Conservation Corporation, Chemical Conservation of
Georgia, Inc. and Chem-Met Services, Inc.
99.3 Unaudited combined interim financial statements of
Chemical Conservation Corporation, Chemical
Conservation of Georgia, Inc. and Chem-Met
Services, Inc.
99.4 Pro Forma Financial Information
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* Filed as an exhibit to the Company's Current Report on Form 8-K dated
June 1, 1999.
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
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Richard T. Kelecy
Chief Financial Officer
Date: August 16, 1999