Current Report Filing (8-k)
April 10 2018 - 12:44PM
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)
April 4, 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
|
(State
or other jurisdiction
|
|
(Commission
|
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(IRS
Employer
|
of
incorporation)
|
|
File
Number)
|
|
Identification
No.)
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8302
Dunwoody Place, Suite 250, Atlanta, Georgia
|
|
30350
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(Address
of principal executive offices)
|
|
(Zip
Code)
|
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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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
|
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 [ ]
Item
8. Other Events
Item
8.01 – Other Events
The
first sentence of the first paragraph of Note 7 of Perma-Fix’s Environmental Services, Inc.’s (the “Company”)
financial statements for year ended December 31, 2017 included in Form 10-K filed March 16, 2018 (“2017 Financial Statements”),
references that the Series B Preferred Stock of the Company’s consolidated subsidiary, East Tennessee Materials & Energy
Corporation (“M&EC”), may be redeemed at the option of the former stockholders of M&EC at any time for the
per share price of $1.00. The Series B Preferred may not be redeemed at the option of the former stockholders of M&EC, but
may be redeemed only by M&EC, at its option and sole discretion, per the terms of the Amended and Restated Charter of M&EC.
(See Section 5.1, “Redemption”, of the Amended & Restated Charter of M&EC attached hereto as Exhibit 99.1).
As a result, Note 7 of the Company’s 2017 Financial Statements should have provided, and, if applicable, all of the Company’s
future filings shall provide, that the Series B Preferred Stock may be redeemed at the option and sole discretion of M&EC
at any time, and from time to time, from and after one year from the date of issuance of the Series B Preferred Stock for the
purchase price of $1.00.
Item
9.01. Financial Statements and Exhibits
Item
9.01 – Financial Statements and 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:
April 10, 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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