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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) May 4, 2005
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-11596 58-1954497
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1940 N.W. 67th Place, Suite A, Gainesville, Florida 32653
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (352) 373-4200
Not applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Section 1 - Registrant's Business and Operations
Item 1.01 - Entry into a Material Definitive Agreement
On May 4, 2005, the compensation committee recommended and the board
of directors of the Company approved the adoption of the executive
compensation plans for the fiscal year ended December 31, 2005. The
following outlines the guidelines of the plans:
o Annualized base salaries for the Company's executive officers
were increased effective as of March 1, 2005, and are as
follows:
Base annual
Executive Officer salary
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Dr. Louis F. Centofanti $ 225,000
Richard T. Kelecy 182,000
Larry McNamara 185,000
Timothy P. Keegan 180,000
o Establishment of a quarterly and annual bonus compensation plan
(the "Bonus Plan") for each of the above listed executive
officers of the Company. Each executive officer has a separate
Bonus Plan, with eligible quarterly payments to that executive
officer, if they meet the required criteria for a quarterly
bonus payment, which shall be payable the subsequent month and
an annual bonus payment to that executive officer, if they meet
the required criteria for annual bonus payments, which shall be
payable the subsequent month following the close of the
Company's books for the year in question. Annual or quarterly
bonus payments under a Bonus Plan is payable only if the
Company meets a minimum threshold of 85% of its budgeted EBITDA
for the quarter and year end. If the EBITDA criteria is met,
the executive officer is eligible to receive quarterly and
annual payments based on achieving certain targets set forth in
the executive officer's particular Bonus Plan during the
quarter in question and the year in question. The amount of the
quarterly and annual payments will vary depending on the target
met and the percentage of meeting such target. The following
schedule sets forth the maximum amount payable under the Bonus
Plan for each executive officer:
Maximum Amount of Performance
Incentive Compensation Payable During
Executive Officer a Year Under the Bonus Plan (1)
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Dr. Louis F. Centofanti $ 112,500
Richard T. Kelecy 50,000
Larry McNamara 50,000
Timothy P. Keegan 50,000
(1) Total eligible quarterly bonus payments under the Bonus
Plan during a year are not to exceed 40% of the maximum
amount set forth above, and the maximum payment for
meeting the annual criteria are not to exceed 60% of
the maximum amount set forth above.
Section 2 - Financial Information
Item 2.02 - Results of Operations and Financial Condition
On May 9, 2005, at 12:00 p.m. EST, Perma-Fix Environmental Services,
Inc. (the "Company") will hold a conference call broadcast live over
the Internet. A press release dated May 3, 2005, announcing the
conference call, is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. A transcript of the conference
call will also be available on the Company's web page at
www.perma-fix.com.
On May 9, 2005, the Company issued a press release to report its
financial results for the quarter ended March 31, 2005. The press
release is attached hereto as Exhibit 99.2 and is incorporated
herein by reference.
The information combined in this Item 2.02 of this Form 8-K and the
Exhibits attached hereto are being furnished and shall not be deemed
"filed" for purposes of Section 18 of the Securities Act of 1934 (as
amended), or otherwise subject to the liabilities of such section,
nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 (as amended), except as shall be
expressly set forth by specific reference in such filing.
Section 9 - Financial Statements and Exhibits
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits
Exhibit Number Description
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99.1 Press release dated May 3, 2005
99.2 Press release dated May 9, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company 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
Dated: May 9, 2005 Chief Financial Officer