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) December
31, 2007
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-11596
|
58-1954497
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
| |
|
|
|
8302
Dunwoody Place, Suite 250, Atlanta,
Georgia
|
30350
|
|
(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:
|
o
|
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))
|
|
o
|
Pre-commencement communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c)) |
Section
3
- Securities and Trading Market.
Item
3.02. Unregistered Sales of Equity Securities.
On
December 31, 2007, Perma-Fix Environmental Services, Inc. (the “Company”),
issued to Associated Mezzanine Investors-PESI, L.P. (“AMI”) 290,312 shares of
the Company’s common stock upon the cashless exercise by AMI of a warrant to
purchase 712,073 shares of common stock (the “AMI Warrant”). The AMI Warrant was
issued to AMI on July 31, 2001, pursuant to a Note and Warrant Purchase
Agreement, dated July 31, 2001 (the “Purchase Agreement”), and provided an
exercise price of $1.50 per share. Pursuant to the cashless exercise provisions
of the AMI Warrant, AMI surrendered the right to purchase the remaining 421,761
shares under the AMI Warrant. The Company received no other consideration upon
the exercise of the AMI Warrant. When aggregated with the issuance of common
stock described below, the exercise of the AMI Warrant resulted in the issuance
by the Company of more than 1% of its outstanding shares of common stock in
unregistered transactions since the filing of the Company’s Form 10-Q on
November 9, 2007.
The
Company issued to Bridge East Capital, L.P. (“BEC”) 273,321 shares of the
Company’s common stock upon the November 8, 2007, cashless exercise by BEC of a
warrant to purchase 569,658 common stock (the “BEC Warrant”). The BEC Warrant
was issued to BEC on July 31, 2001, pursuant to the Purchase Agreement, and
provided an exercise price of $1.50 per share. Pursuant to the cashless exercise
provisions of the BEC Warrant, BEC surrendered the right to purchase the
remaining 296,337 shares under the BEC Warrant. The Company received no other
consideration upon the exercise of the BEC Warrant.
The
foregoing shares of common stock were issued without registration under the
Securities Act of 1933, as amended (the “Act”), in reliance upon the exemption
from registration set forth in section 4(2) of the Act or Regulation D
promulgated thereunder. The Company based such reliance on representations
by
each of AMI and BEC, including representations as to their respective investment
intent, sophistication, and accredited investor status. The shares of common
stock issued to AMI and BEC as described above are registered for resale by
the
holder thereof under the Company’s Form S-3 Registration Statement, file no.
333-70676, which includes the Prospectus, dated December 2, 2002, as
supplemented and amended by the First Supplement, dated September 20, 2005,
the
Second Supplement dated July 17, 2006, and the Third Supplement, dated August
3,
2006.
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:
January 3, 2008
| |
|
|
| |
PERMA-FIX
ENVIRONMENTAL SERVICES, INC. |
|
|
|
| |
By: |
/s/
Steven Baughman
|
| |
Steven
Baughman
|
| |
Vice
President and Chief Financial
Officer
|