Current Report Filing (8-k)
May 31 2018 - 9:30AM
Edgar (US Regulatory)
UNITED
STATES
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 30, 2018
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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1-11596
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58-1954497
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(State
or other jurisdiction
of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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8302
Dunwoody Place, Suite 250, Atlanta, Georgia
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30350
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(770) 587-9898
Not
applicable
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [ ]
Section
8 – Other Events
Item
8.01 – Other Events
On
May 30, 2018, Perma-Fix Environmental Services, Inc., a Delaware corporation (the “Company”), completed the previously
announced exchange offer (“Exchange Offer”). Pursuant to the Exchange Offer all 13 holders of record of the outstanding
shares of Series B Preferred Stock (“Series B Preferred”) issued by East Tennessee Materials and Energy Corporation,
a Tennessee corporation (“M&EC”) and a subsidiary of the Company, elected to exchange their Series B Preferred
for the Company’s common stock, par value $.001 per share (“Common Stock”). The Company has elected to accept
the exchange. Pursuant to the Exchange Offer, a total of 134,994 shares of Common Stock will be issued to the holders of the Series
B Preferred in exchange for 1,284,730 shares of Series B Preferred outstanding, together with a nominal amount of cash for fractional
shares. This is based on each holder of the Series B Preferred receiving for every share of Series B Preferred so exchange 0.1050805
shares of Common Stock, with the total number of shares of Common Stock to be issued as a result of the exchange not to exceed
135,000 shares.
The
shares of Common Stock to be issued pursuant to the Exchange Offer for the shares of M&EC Series B Preferred are issued in
a private placement pursuant to an exemption from registration under Rule 506 of Regulation D under the Securities Act of 1933,
as amended (“Securities Act”). Shares of Common Stock issued or to be issued in the exchange will be considered restricted
securities that have restrictions on transferability and may not be transferred or resold except in compliance with the registration
requirements of the Securities Act or pursuant to an exception therefrom and in compliance with other applicable securities laws.
The
Exchange Offer was distributed solely to the holders of record of the Series B Preferred and in such jurisdictions as permitted
under applicable law. All of the holders of Series B Preferred agreed, among other things, to the exchange, that each waived their
rights to, and release M&EC and the Company from any obligations for, any accrued and unpaid cumulative dividends on the Series
B Preferred, and that the shares of Common Stock issued under the exchange shall be restricted securities. No dividends were ever
declared on the cumulative Series B Preferred, and as of April 1, 2018, there were accrued and unpaid cumulative dividends on
the Series B Preferred totaling $1,011,069.82.
This
report does not constitute an offer or invitation to sell or purchase, or the solicitation of tenders by the Company to participate
in the Exchange Offer in any manner, including in any jurisdiction in which it is unlawful to make such an offer or solicitation
in such jurisdiction.
A
copy of the press release announcing completion of the Exchange Offer is filed as Exhibit 99.1 to this Form 8-K and is incorporated
herein by reference.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
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:
May 31, 2018
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PERMA-FIX ENVIRONMENTAL SERVICES, INC.
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By:
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/s/
Ben Naccarato
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Ben
Naccarato
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Vice
President and Chief Financial Officer
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