-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HsZiaerODdnRRNTEKBEAd3puNiMAYVHb9CwbCwPUKcc2NekLr9uuJ856IoFBTX7Z 8Ep5KAkJ1UwcQNIJDSLx2Q== 0000948600-96-000052.txt : 19961023 0000948600-96-000052.hdr.sgml : 19961022 ACCESSION NUMBER: 0000948600-96-000052 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 19961021 SROS: BSE SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERMA FIX ENVIRONMENTAL SERVICES INC CENTRAL INDEX KEY: 0000891532 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 581954497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-14513 FILM NUMBER: 96645735 BUSINESS ADDRESS: STREET 1: 1940 NORTHWEST 67TH PLACE STREET 2: SUITE A CITY: GAINESVILLE STATE: FL ZIP: 32653 BUSINESS PHONE: 3523951351 MAIL ADDRESS: STREET 1: 1940 NW 67TH PL STREET 2: SUITE A CITY: GAINESVILLE STATE: FL ZIP: 32653 S-3 1 FORM S-3 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on October 21, 1996 Registration No. 33- ================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________ FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 _____________________ PERMA-FIX ENVIRONMENTAL SERVICES, INC. (Exact name of registrant as specified in charter) DELAWARE 58-1954497 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1940 Northwest 67th Place Gainesville, Florida 32606-1649 (352) 373-4200 (Address, including zip code, and telephone number, including area code, of registrant's principal executive office) _____________________ DR. LOUIS F. CENTOFANTI Chairman of the Board Perma-Fix Environmental Services, Inc. 1940 Northwest 67th Place Gainesville, Florida 32606-1649 (352) 373-4200 (Address, including zip code, and telephone number, including area code, of agent for service) _____________________ Copy to: IRWIN H. STEINHORN, ESQUIRE Conner & Winters One Leadership Square, Suite 1700 211 North Robinson Oklahoma City, Oklahoma 73102 (405) 272-5711 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this form are being offered pursuant to a dividend or interest reinvestment plans, please check the following box: / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: / / If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box: / /
CALCULATION OF REGISTRATION FEE(1) Proposed Proposed Title of Each Maximum Maximum Class of Amount Offering Aggregate Amount of Securities to to be Price Offering Registration be Registered Registered Per Unit Price Fee(1) _____________ ___________ __________ ___________ ____________ Common Stock 6,450,000(2) $2.28125(3) $14,714.062 $3,148.20(2) $.001 par value Shares Common Stock 1,000,000(4) $2.00(4) $ 2,000,000 $ 606.06(4) $.001 par value Shares Common Stock, 1,000,000(5) $3.50(5) $ 3,500,000 $1,206.90(5) $.001 par value Shares _______________ (1) Estimated in accordance with Rule 457 solely for the purposes of calculating the registration fee. (2) Includes, as follows: (i) 3,700,000 shares of Common Stock to be issued upon conversion of the Company's Series 3 Class C Convertible Preferred Stock, par value $.001 per share ("Series 3 Preferred Stock") previously issued to RBB Bank Aktiengesellschaft ("RBB Bank") in connection with a private placement ("Private Placement"); (ii) 330,000 shares to be issued by the Company to RBB Bank in payment of accrued dividends on the Series 3 Preferred Stock during the twenty-four (24)-month period from the date of issuance of the Series 3 Preferred Stock pursuant to the terms of the Series 3 Preferred Stock, assuming the price of the Common Stock is $2.00 a share at the time of such dividends; (iii) 500,000 shares of Common Stock to be issued upon the exercise of two (2) warrants, with an exercise price of $1.50 per share, subject to adjustment under certain circumstances, one (1) of which was previously issued by the Registrant to an investment banking firm as partial payment for services rendered in connection with the Private Placement and pursuant to the terms of an agreement between the Company and the investment banking firm and one (1) of which was previously issued by the Registrant to a private company in connection with services rendered to the Company; (iv) 600,000 shares of Common Stock to be issued upon the exercise of four (4) warrants, with an exercise price of $1.75 per share, subject to adjustment under certain circumstances, one (1) of which was previously issued by the Registrant to an investment banking firm as partial payment for services rendered in connection with the Private Placement, one (1) of which was issued to an individual unrelated to the Company for services rendered to the Company, one (1) of which was issued to a private company in connection with services rendered to the Company, and one (1) of which was issued to a director of the Company for services rendered to the Company; (v) 195,000 shares of Common Stock to be issued upon the exercise of one (1) warrant, with an exercise price of $0.73 per share, subject to adjustment under certain circumstances, which was issued to an investment banking firm as partial payment for services rendered in connection with a previous offering pursuant to an offshore transaction with RBB Bank; and (vi) 125,000 shares of Common Stock to be issued upon the exercise of two (2) warrants, both with an exercise price of $1.06 per share, subject to adjustment under certain circumstances, which were issued to a private company for services rendered to the Company. The fee was computed pursuant to Rule 457(g). (3) Estimated in accordance with Rule 457 solely for the purposes of calculating the registration fee. Based on the average of the high and low prices of $2 and $1-13/16 per share, respectively, determined as of the close of business on October 15, 1996. (4) These shares are to be issued upon exercise of one (1) warrant previously issued to RBB Bank by the Registrant in connection with the Private Placement. The exercise price of this warrant is $2.00 per share. The fee was calculated pursuant to Rule 457(g). (5) These shares are to be issued upon exercise of one (1) warrant previously issued to RBB Bank by the Registrant in connection with the Private Placement. The exercise price of this warrant is $3.50 per share. The fee was computed pursuant to Rule 457(g).
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. PERMA-FIX ENVIRONMENTAL SERVICES, INC.
Cross Reference Sheet Pursuant to Item 501(b) of Regulation S-K 1. Forepart of the Registration Forepart of Registration State- Statement and Outside Back ment; Outside Back Cover Page Cover Pages of Prospectus of Prospectus 2. Inside Front and Outside Available Information; Incorpor- Back Cover Pages of ation by Reference; Table of Prospectus Contents 3. Summary Information; Risk Risk Factors Factors and Ratio of Earnings to Fixed Charges 4. Use of Proceeds Use of Proceeds 5. Determination of Offering Not Applicable Price 6. Dilution Not Applicable 7. Selling Security Holders Summary of Securities Being Offered; Selling Security Holders 8. Plan of Distribution Plan of Distribution 9. Description of Securities Summary of Securities Being to be Registered Offered 10. Interests of Named Experts Legal Opinion; Experts and Counsel 11. Material Changes Recent Developments 12. Incorporation of Certain Available Information; Incorpor- Information by Reference ation by Reference 13. Disclosure of Commission Not Applicable Position on Indemnifica- tion for Securities Act Liabilities
Subject to Completion: Dated October 21, 1996 PROSPECTUS PERMA-FIX ENVIRONMENTAL SERVICES, INC. 7,450,000 Shares of Common Stock, par value $.001 This prospectus ("Prospectus") covers 7,450,000 shares of the common stock, par value $.001 per share ("Common Stock") of Perma- Fix Environmental Services, Inc., a Delaware corporation (which together with its subsidiaries is referred to herein as the "Company") for reoffer or resale from time to time by the Selling Shareholders. See "Summary Of Securities Being Offered and "Selling Security Holders." Of such shares of Common Stock, (i) 3,700,000 shares are issuable by the Company upon the conversion of 5,500 shares of Series 3 Class C Convertible Preferred Stock, par value $.001 per share ("Series 3 Preferred Stock"), issued by the Company in July, 1996, in connection with a private placement to RBB Bank Aktiengesellschaft ("RBB Bank"), an Austrian bank (the "Private Placement"); (ii) 330,000 shares may be issued by the Company to RBB Bank in payment of dividends accrued on the Series 3 Preferred Stock during the twenty-four (24) month period from the date of issuance of the Series 3 Preferred Stock pursuant to the terms of the Series 3 Preferred Stock, assuming the price of the Common Stock is $2.00 per share at the time of such dividends; (iii) 2,000,000 shares of Common Stock are issuable upon the exercise of two (2) warrants issued to RBB Bank by the Company in connection with the Private Placement, 1,000,000 of which are exercisable at $2.00 per share for a period of five (5) years and 1,000,000 of which are exercisable at $3.50 per share for a period of five (5) years (collectively, the "RBB Warrants"); (iv) 295,000 shares of Common Stock are issuable by the Company upon the exercise of two (2) warrants previously issued by the Company to J. P. Carey Enterprises, Inc. ("Carey"), one of which was issued in connection with a previous offshore transaction made to RBB Bank for 195,000 shares at an exercise price of $0.73 per share and one of which was issued in connection with the Private Placement for 100,000 shares at an exercise price of $1.75 per share; (v) 450,000 shares of Common Stock are issuable by the Company upon the exercise of a warrant previously issued by the Company to J W Charles Financial Services, Inc. ("Charles") in connection with the Private Placement and an agreement entered into between the Company and Charles, all of which are exercisable at $1.50 per share; (vi) 175,000 shares of Common Stock are issuable by the Company upon the exercise of three (3) warrants previously issued by the Company to Search Group Capital, Inc. ("Search") in connection with services rendered to the Company, 125,000 of which are exercisable at $1.06 per share and 50,000 of which are exercisable at $1.50 per share; (vii) 100,000 shares of Common Stock are issuable by the Company upon the exercise of a warrant previously issued by the Company to Marvin S. Rosen ("Rosen") in connection with services rendered to the Company, all of which are exercisable at $1.75 per share; (viii) 200,000 shares of Common Stock are issuable by the Company upon the exercise of a warrant previously issued by the Company to D.H. Blair Investment Banking Corporation ("Blair") in connection with investment banking services rendered to the Company, all of which are exercisable at $1.75 per share, and; (ix) 200,000 shares of Common Stock are issuable by the Company upon the exercise of a warrant previously issued by the Company to Steve Gorlin ("Gorlin"), a director of the Company and a beneficial owner of more than five percent (5%) of the Company's outstanding shares of Common Stock as of the date of this Prospectus, all of which are exercisable at $1.75 per share. Although the conversion of all of the Series 3 Preferred Stock could result in the issuance of up to approximately 7,300,000 shares of Common Stock of the Company, depending upon the closing bid price of the Company's Common Stock over the five (5) trading days immediately preceding the conversion date or dates, or more under certain limited circumstances, the terms of the Private Placement require the Company to use reasonable efforts to register only approximately 3,700,000 shares to be issued upon such conversion, which 3,700,000 shares would be the approximate number of shares of Common Stock issued by the Company upon such conversion assuming the average of the closing bid prices of the Company's Common Stock over the five (5) trading days immediately preceding the conversion date or dates equals or exceeds $2.00 per share. See "The Company-- Private Placement" and "Summary of Securities Being Offered." The Company's Common Stock is traded on the Boston Stock Exchange ("BSE") and the National Association of Securities Dealers Automated Quotation System Small Cap Market ("NASDAQ") under the symbol "PES" on the BSE and "PESI" on the NASDAQ, and the shares of Common Stock to be offered for sale by the Selling Shareholders pursuant to this Prospectus may be offered for sale on the BSE and the NASDAQ or in privately negotiated transactions. On October 15, 1996, the closing bid price of the Company's Common Stock on the NASDAQ was $1.9375 per share. The Company will receive no part of the proceeds of any sale of Common Stock by the Selling Shareholders. The Company will receive the exercise price upon the exercise of the various warrants described above, resulting in the acquisition by the Selling Shareholders of a certain amount of the Common Stock covered by this Prospectus, which Common Stock the Selling Shareholders may reoffer or resell from time to time under this Prospectus. See "Use of Proceeds." The Company has agreed to pay all of the costs and fees relating to the registration of the shares of Common Stock covered by this Prospectus, except the Company will not pay any discounts, concessions or commissions payable to underwriters, dealers or agents incident to the offering of the shares of Common Stock covered by this Prospectus or fees and expenses incurred by counsel for the Selling Shareholders. The mailing address, including zip code, and the telephone number of the principal executive office of the Company is: 1940 Northwest 67th Place, Gainesville, Florida 32606-1649, and the telephone number is (352) 373-4200. INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT PROSPECTIVE INVESTORS SHOULD CONSIDER PRIOR TO AN INVESTMENT IN THESE SECURITIES. _________________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. __________________________ The date of this Prospectus is October ____, 1996. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and, in accordance therewith, files reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D. C. 20549, as well as at its Regional Offices located at 7 World Trade Center, Suite 1300, New York, New York 10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such materials can also be accessed through the World Wide Web site of the Commission, which contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission (http://www.sec.gov). The Company's Common Stock is listed on the (i) BSE, and reports, proxy statements and other information concerning the Company may also be inspected at the offices of the BSE at One Boston Place, Boston, Massachusetts 02108, and (ii) with NASDAQ, and reports, proxy statements and other information concerning the Company may also be inspected at the NASDAQ offices at 1735 K Street, N.W., Washington, D. C. 20006-1506. The Company has filed a registration statement on Form S-3 (together with any amendments thereto, the "Registration Statement") under the Act, with respect to the Common Stock. This Prospectus, which constitutes a part of the Registration Statement, omits certain information contained in the Registration Statement and reference is made to the Registration Statement and the exhibits and schedules thereto for further information with respect to the Company and the securities offered hereby. For further information with respect to the Company and the securities offered hereby, reference is made to the Registration Statement and Exhibits thereto, copies of which may be obtained at prescribed rates upon request to the Commission in Washington, D. C. Any statements contained herein concerning the provisions of any documents are not necessarily complete, and, in each instance, such statements are qualified in their entirety by reference to such document filed as an Exhibit to the Registration Statement or otherwise filed with the Commission. INCORPORATION BY REFERENCE The following documents, which have been filed by the Company with the Commission under the Act, and the Exchange Act, are incorporated by reference in this Prospectus: (1) Annual Report on Form 10-K for the year ended December 31, 1995; (2) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996; (3) Quarterly Report on Form 10-Q for the quarter ended June 30, 1996; (4) Current Report on Form 8-K dated February 9, 1996; (5) Current Report on Form 8-K dated February 22, 1996. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering described herein shall be deemed to be incorporated by reference into this Prospectus from the respective dates those documents are filed. If any statement in this Prospectus or any document incorporated by reference in this Prospectus is modified or superseded by a statement in this Prospectus, the earlier statement will be deemed, for the purposes of this Prospectus to have been modified or superseded by the subsequent statement, and the earlier statement is incorporated by reference only as modified or to the extent it is not superseded. The Company will provide, without charge, to each person to whom this Prospectus is delivered, upon written or oral request of such person, a copy of any or all of the documents which have been or may be incorporated by reference in this Prospectus (other than certain exhibits to those documents). Requests should be directed to Richard T. Kelecy, Chief Financial Officer, Perma-Fix Environmental Services, Inc., 1940 Northwest 67th Place, Suite A, Gainesville, Florida 32653 (telephone (352) 373-4200). RISK FACTORS Prospective purchasers of the Common Stock offered pursuant to this Prospectus should carefully consider the factors set forth below, as well as the other information contained in this Prospectus and incorporated herein by reference, in evaluating an investment in the Securities. Accumulated Deficits; Net Losses; Future Losses: The Company's historical consolidated balance sheet at December 31, 1995, reflected an accumulated deficit of approximately $13,885,000, and the Company's consolidated statement of operations for the year ended December 31, 1995, reflected a net loss of approximately $9,052,000, or a net loss of approximately $1.15 per share. For the six (6) month period ended June 30, 1996, the Company had an unaudited consolidated net loss of approximately $410,000 on unaudited consolidated revenues of approximately $15,750,000, as compared to an unaudited consolidated net loss of approximately $2,074,000 on unaudited consolidated revenues of approximately $18,004,000 for the six (6) months ended June 30, 1995. As of June 30, 1996, the Company's unaudited accumulated deficit was approximately $14,295,000. The Company did report an unaudited consolidated net income for the quarter ended June 30, 1996 of $182,000, or net income of approximately $.02 per share, on unaudited consolidated revenues of approximately $8,178,000, as compared to an unaudited net loss of $1,697,000 or net loss of approximately $.25 per share, on unaudited consolidated revenues of $9,381,000 for the quarter ended June 30, 1995. The Company was formed in 1990 and began operations in 1991. The second quarter of 1996 was the first quarter for which the Company reported a net income since the third quarter of 1994, which net income was due, in part, to steps taken by the Company to improve operations and reduce costs during the later part of 1995 and the first half of 1996. See "The Company--Business Strategy." The unaudited net income for the second quarter of 1996 may not be indicative of the results for the balance of 1996, and, based on past results reported by the Company, there is no assurance that the Company will report a net profit in the future. If the Company is unable to continue to improve its operations and to sustain profitability in the foreseeable future, such would have a material adverse effect on the Company and the Company's liquidity position and may result in the Company's inability to operate as a going concern. This is a forward looking statement and is subject to certain factors that could cause actual results to differ materially from those in the forward-looking statement, including, but not limited to, whether the Company is able to raise additional liquidity in the form of equity or debt if the Company is not able to maintain profitability. Governmental Regulation: The Company's business is subject to extensive, evolving and increasingly stringent federal, state and local environmental laws and regulations. Such federal, state and local environmental laws and regulations govern the Company's activities regarding the treatment, storage, recycling, disposal and transportation of hazardous and non-hazardous waste and low level radioactive waste and require the Company to obtain and maintain permits, licenses and/or approvals in order to conduct its activities regarding hazardous and non-hazardous waste and low level radioactive waste. Failure to obtain and maintain such permits, licenses and/or approvals would have a material adverse effect on the Company, its operations and financial condition. Moreover, as the Company expands its operations it may be required to obtain additional permits, licenses and/or approvals, and there can be no assurance that the Company will be able to do so. Because the field of environmental protection is rapidly developing, the Company cannot predict the extent to which its operations may be affected by future enforcement policies as applied to existing laws or by changes to current environmental laws and regulations or enactment of new environmental laws and regulations. Moreover, any predictions regarding possible liability are further complicated by the fact that under current environmental laws the Company could be jointly and severally liable for certain activities of third parties over whom the Company has little or no control. See "--Potential Environmental Liability." The nature of the Company's business is such that certain levels of capital expenditures are materially necessary to maintain compliance with federal, state or local permit standards. See "The Company--Certain Environmental Expenditures." Although the Company believes that it is currently in substantial compliance with applicable environmental laws and regulations, the Company could be subject to fines, penalties or other liabilities that could have a material adverse effect as a result of existing or subsequently enacted laws and regulations. See "The Company--Certain Environmental Expenditures." The Company's lack of liquidity prior to the Private Placement had a negative impact on the Company's ability to operate its business and on the Company's ability to remain in compliance with various federal, state and local environmental regulations. Violation of such federal, state and local regulations could result in the loss of one or more of the Company's permits or subject the Company to substantial fines, penalties or other liabilities that could have a material adverse impact on the Company's business. Potential Environmental Liability: The Company's business involves rendering services in connection with management of waste, including hazardous waste and low level radioactive waste, and the nature of this business is such that the Company cannot avoid exposure to significant risk of liability for damages. Such liability could involve, for example: claims for clean-up costs, personal injury or damage to the environment in cases in which the Company is held responsible for the release of hazardous or radioactive materials; claims of employees, customers or third parties for personal injury or property damage occurring in the course of the Company's operations; and claims alleging negligence or professional errors or omissions in the planning or performance of its services or in the providing of its products. In addition, the Company could be deemed a responsible party for the cost of clean-up of any property which may be contaminated by hazardous substances generated by the Company or transported by the Company to a site selected by the Company, including properties owned or leased by the Company. The Company could also be subject to fines and civil penalties in connection with violations of regulatory requirements. Various federal, state and local laws and regulations have been enacted regarding the handling and management of waste and creating liability for environmental contamination caused by it. The Company is likely to be subject to extensive compliance review by federal, state and local environmental regulatory authorities. The Company has implemented or will implement procedures at each of its facilities designed to help assure compliance with applicable environmental laws and regulations. This is a forward looking statement, and is subject to certain factors which could cause the actual implementation of procedures to be performed inadequately or not incompliance with applicable environmental laws and regulations, if at all. Such factors include, but are not limited to, the inability of the Company to internally finance implementation of environmental procedures due to net losses, a lack of liquidity or the potentially high cost of such implementation, an inability to secure external financing for such implementation, the inability of the Company to retain or maintain appropriate personnel to implement environmental procedures, or the modification or revision of environmental laws and regulations such that the Company is not reasonably able to implement procedures which would comply with such laws and regulations. Noncompliance with environmental laws and regulations, including failure to implement required procedures regarding such laws and regulations, could result in civil or criminal enforcement actions or private actions, mandatory cleanup requirements, revocation of required permits or licenses, denial of applications for future permits, or significant fines, penalties or damages, any of which could have a material adverse effect on the Company, its operations and financial condition. In connection with the Company's waste management services, the Company may, from time to time, generate both hazardous and non- hazardous waste which it transports to other facilities for destruction or disposal. The Company also acts as a broker for customers in connection with the transportation, treatment and/or disposal of hazardous and non-hazardous waste. As a generator or broker of hazardous substances delivered to a disposal facility, the Company potentially could be a responsible party (as defined under applicable laws) notwithstanding any absence of fault on the part of the Company. If the Company were deemed a responsible party, it could be subject to substantial clean-up costs, fines and penalties. Specifically, liability under the Comprehensive Environmental Response Compensation and Liability Act of 1980 ("CERCLA"), which authorizes the United States Environmental Protection Agency ("EPA") or a private party to require companies to remediate contaminated or polluted sites, is joint and several. Therefore, under CERCLA, the Company could be held responsible for all clean-up costs at a site as to which it was deemed a responsible party regardless of its proportionate responsibility for the site pollution. While the Company believes that, as a practical matter, the EPA and the courts attempt to allocate clean-up costs among the various potentially responsible parties for a site, no assurance can be made that such allocation would occur should the Company be deemed a responsible party for a clean-up site. If the Company were deemed a responsible party regarding one or more sites, it could have a material adverse effect on the Company's operations and financial condition. Further, the Company will be liable to remediate sites on which it operates its hazardous waste treatment, storage and disposal facilities under the Resource Conservation and Recovery Act of 1976, as amended ("RCRA"), if such sites become contaminated. The Company is, as of the date of this Prospectus, remediating one (1) site on which it operates such a RCRA permitted treatment and storage facility that became contaminated prior to being acquired by the Company in 1993, and one (1) site that was leased by a company acquired by the Company in 1994. It is possible that remediation of these sites under RCRA could have a material adverse effect on the Company. See "The Company--Certain Environmental Expenditures" for a discussion of the Company's remediation of these sites. Potential Increase in Litigation: The Company's operations are regulated by numerous laws regarding procedures for waste treatment, storage, recycling, transportation and disposal activities. The waste treatment industry has, in recent years, experienced a significant increase in so-called "toxic-tort" litigation as those injured by contamination seek to recover for personal injuries or property damage. The Company believes that as the Company's operations and activities expand, the potential for litigation alleging that the Company is responsible for contamination or pollution caused by its normal operations, negligence or other misconduct or for accidents which occur in the course of the Company's business activities will similarly increase. Such litigation, if significant and not adequately insured against, could have a material adverse effect upon the Company's operations and financial condition. In addition, involvement in protracted litigation would likely result in expenditure of significant amounts of the Company's time, effort and money, and could prevent the management of the Company from focusing on the operation and expansion of the Company and thereby result in a material adverse effect upon the Company. See "-- Potential Environmental Liability" and "The Company--Recent Developments." Insurance: The business of the Company exposes it to various risks, including claims for causing damage to property, injuries to persons or alleging negligence, or professional errors or omissions in the performance of its services, which claims could be substantial. The Company currently has in place general liability insurance coverage of $1 million per occurrence, with $2 million in the aggregate plus an additional $6 million excess umbrella coverage. In addition, the Company carries contractors' operations and professional liability coverage of $1 million per occurrence and $2 million in the aggregate subject to a $50,000 deductible. The Company is required by EPA regulations to carry environmental impairment liability insurance providing coverage for damages on a "claims made" basis in amounts of at least $1 million per occurrence and $2 million per year in the aggregate. To meet the requirements of customers, the Company has doubled these coverage amounts to $2 million per occurrence and $4 million per year in the aggregate. In addition, the deep well operated by Perma-Fix Treatment Services, Inc. ("PFTS"), a wholly-owned subsidiary of the Company located in Tulsa, Oklahoma, carries environmental impairment liability insurance of $4 million per occurrence and $8 million per year in the aggregate. The cost of the Company's insurance is substantial and is expected to increase. Although the Company believes that its insurance coverage is presently adequate and similar to or greater than the coverage maintained by other companies of its size in the industry, there can be no assurance that liabilities which may be incurred by the Company will be covered by its insurance or that the dollar amount of such liabilities which are covered will not exceed the Company's policy limits. Furthermore, there can be no assurance that the Company will be able to obtain adequate or required insurance coverage in the future or, if obtainable, that such insurance be available at affordable rates. If the Company cannot obtain or maintain such coverage, it would be a violation of its permit conditions and other requirements of the environmental law, rules and regulations under which the Company operates and the Company would be unable to continue certain of its operations. If such events occur, such would have a resulting material adverse effect on the Company's operations and financial condition. Reliance on Key Employees; Attraction and Retention of Qualified Professionals: The Company is substantially dependent upon the services of Dr. Louis F. Centofanti, its Chairman, President and Chief Executive Officer. The loss of Dr. Centofanti could have a material adverse effect on the Company, its operations and financial condition. The Company's future success depends on its ability to retain and expand its staff of qualified personnel, including environmental specialists and technicians, sales personnel and engineers. There can be no assurance that the Company will be successful in its efforts to attract and retain such personnel as their availability is limited due to the rapid increase in the demand for hazardous waste management services and the highly competitive nature of the hazardous waste management industry. Dependence on Environmental Regulation and Future Legislation: Demand for the Company's services is substantially dependent upon the public's concern with, and the continuation and proliferation of the laws and regulations governing, the treatment, storage, recycling and disposal of hazardous, non-hazardous and low level radioactive waste. A decrease in the level of such concern, the repeal or modification of such laws, or any significant relaxation of related regulations or their requirements relating to the treatment, storage, recycling and disposal of hazardous waste and low level radioactive waste would significantly reduce the demand for the services offered by the Company and could have a material adverse effect on the Company, its operations and financial condition. Competition: The Company competes with numerous companies which are able to provide one or more of the environmental services offered by the Company and many of which may have greater financial, human and other resources than the Company. The increased competition in the waste management industry has resulted in reduced gross margin levels, which are likely to become further reduced due to several factors: (i) as the industry continues to mature, more companies will enter the market; (ii) the current and future competitors of the Company will most likely expand the range of services which they offer; (iii) the current efforts of companies and governmental authorities to encourage waste minimization; and (iv) as the Company and its competitors move into new geographic markets, there will be fewer unserved markets available for Company expansion. The increased competition and reduced gross margin levels could have a material adverse effect on the business and financial condition of the Company. See "The Company--Competitive Conditions." Voting Control; Ability to Direct Management: Prior to the conversion of the Series 3 Preferred Stock or the exercise of any outstanding warrants and options, approximately eleven percent (11%) of the outstanding shares of Common Stock is held by the Company's management, officers and directors. In addition, such persons have options or similar other rights to acquire approximately four percent (4%) of additional shares of the Company's Common Stock. Assuming the options and warrants held by the Company's management, officers and directors which are exercisable within sixty (60) days of the date hereof have been exercised and the Series 3 Preferred Stock held by RBB Bank is not converted and no other outstanding options or warrants are exercised, the Company's management, officers and directors could beneficially own, as a group, approximately fifteen percent (15%) of the outstanding shares of Common Stock. Currently, prior to RBB Bank's conversion of the outstanding Series 3 Preferred Stock and the exercise of the RBB Warrants, RBB Bank holds 830,728 shares of Common Stock, or approximately nine percent (9%) of the outstanding shares of Common Stock as of the date of this Prospectus. RBB Bank holds the RBB Warrants to purchase up to 2,000,000 additional shares of Common Stock and has the right to convert its Series 3 Preferred Stock into a number of shares of Common Stock of the Company ranging, generally, from approximately 3,700,000 to approximately 7,300,000 shares of Common Stock, which number could increase under certain limited circumstances. The conversion price is based on the product of the average of the closing bid quotations for the five (5) trading days immediately preceding the conversion date multiplied by seventy-five percent (75%), with the conversion price to be a minimum of $0.75 per share and a maximum of $1.50 per share. The minimum conversion price is reduced by $0.25 per share each time, if any, after July 1, 1996, the Company sustains a net loss, on a consolidated basis, in each of two (2) consecutive quarters. See "The Company--Private Placement" and "Summary of Securities Being Offered." If RBB Bank were to acquire approximately 3,700,000 shares of Common Stock upon conversion of the Series 3 Preferred Stock and exercised all of the RBB Warrants, RBB Bank would own approximately 6,860,728 shares of Common Stock, or approximately forty-two percent (42%) of the outstanding shares of Common Stock of the Company, assuming no other shares of Common Stock are issued by the Company, no other warrants or options are exercised, the Company does not acquire additional shares of Common Stock as treasury stock, and RBB Bank does not dispose of any such shares. If RBB Bank were to acquire 7,300,000 shares of Common Stock upon conversion of the Series 3 Preferred Stock and exercised all of the RBB Warrants, RBB Bank would own approximately 10,460,728 shares of Common Stock, or approximately fifty-three percent (53%) of the outstanding shares of Common Stock of the Company, assuming no other shares of Common Stock are issued by the Company, no other warrants or options are exercised, the Company does not acquire additional shares of Common Stock as treasury stock, and RBB Bank does not dispose of any such shares. In such case, RBB Bank would be the largest single stockholder of the Company and the Company could have insufficient remedies to avoid an actual change in control of the Company, should RBB Bank seek such a change in control. See "The Company-- Private Placement." Additionally, under the Loan and Security Agreement ("Heller Agreement") between the Company and Heller Financial, Inc. ("Heller"), the ownership of more than fifty percent (50%) of a class of voting securities of the Company entitled to elect the Board of Directors by any one party or a group acting in concert is a "change of control" and is an "event of default" under the Heller Agreement. Upon such an "event of default," Heller has the right to declare a default and immediately accelerate the debt incurred pursuant to such agreement as well as exercise other remedies described in the Heller Agreement. If the number of shares of Common Stock owned by RBB Bank or hereafter acquired by RBB Bank as a result of conversion of the Series 3 Preferred Stock or exercise of the RBB Warrants results in RBB Bank acquiring over fifty percent (50%) of Common Stock of the Company, such could be an "event of default" under the Heller Agreement. If the debt which the Company has incurred pursuant to the Heller Agreement were accelerated, the Company may not be able to repay such debt on an accelerated basis or replace such debt with alternative financing. Although Heller has consented to the issuance by the Company of the shares of Common Stock to RBB Bank upon conversion of the Series 3 Preferred Stock and exercise of the RBB Warrants, Heller has not specifically consented to the ownership by RBB Bank of more than fifty percent (50%) of the Company's Common Stock. See "--Potential Adverse Effect to Company and Possible Adverse Impact on Earnings Per Share Upon Exercise of Outstanding Warrants and Options; --Barriers to Takeover." Potential Adverse Effect to Company and Possible Adverse Impact on Earnings Per Share Upon Exercise of Outstanding Warrants and Options: The Company has outstanding warrants, other than the RBB Warrants, to purchase up to approximately 6,512,060 shares of Common Stock, options to purchase up to approximately 1,118,838 shares of Common Stock and will be obligated to issue to RBB Bank, up to approximately an additional 3,700,000 to 7,300,000 shares of Common Stock (depending upon the price of the Common Stock at the time of conversion) upon conversion of the Series 3 Preferred Stock, which amount could exceed 7,300,000 under certain limited conditions, and 2,000,000 shares of Common Stock upon exercise of the RBB Warrants. The issuance of Common Stock pursuant to such warrants, options, or conversion of the Series 3 Preferred Stock, could adversely affect the ability of the Company to, and the terms on which it can, raise additional equity capital. In addition, if all or a substantial portion of the warrants and options are exercised and such additional shares of Common Stock are issued to RBB Bank, such would have a substantial adverse impact on an existing stockholder's ownership percentage of the outstanding shares of Common Stock and could result in a "change of control" regarding the Company. Also, in the event the Company generates net income, there could be a substantial adverse impact on earnings per share if such additional shares are issued or to the extent the options and warrants are required to be included in the weighted average shares outstanding calculation. See "--Voting Control; Ability to Direct Management; --Financial Covenant Violations in Recent Quarters." No Dividends Paid: Since its inception, the Company has not paid any cash dividends on its Common Stock. The Company intends to retain future earnings, if any, to provide funds for the operation and/or expansion of its business and, accordingly, does not anticipate paying any cash dividends on its Common Stock in the reasonably foreseeable future. Additionally, pursuant to the Heller Agreement, no dividends may be paid on the Common Stock without Heller's approval. Barriers to Takeover: The Company is a Delaware corporation and is governed, in part, by the provisions of Section 203 of the General Corporation Law of Delaware, an anti-takeover law enacted in 1988. In general, the law prohibits a Delaware public corporation from engaging in a "business combination" with an "interested stockholder" for a period of three years after the date of the transaction in which the person became an interested stockholder, unless it is approved in a prescribed manner. As a result of Section 203, potential acquirers of the Company may be discouraged from attempting to effect acquisition transactions with the Company, thereby possibly depriving holders of the Company's securities of certain opportunities to sell or otherwise dispose of such securities at above-market prices pursuant to such transactions. Further, the Company's Performance Equity Plan, Outside Directors Stock Option Plan and Nonqualified Stock Option Plan provide for the immediate acceleration of, and removal of restrictions from, options and other awards under the Plan upon a "change of control" (as defined). Such provisions may also have the result of discouraging acquisitions of the Company. See "-- Voting Control; Ability to Direct Management." RBB Bank holds the RBB Warrants, which entitle RBB Bank to purchase up to 2,000,000 additional shares of Common Stock. In addition, RBB Bank has the right to convert its Series 3 Preferred Stock into a number of shares of Common Stock of the Company ranging from approximately 3,700,000 to approximately 7,300,000, or potentially more under certain limited circumstances. See "The Company--Private Placement" and "Summary of Securities Being Offered." If RBB Bank were to acquire approximately 7,300,000 shares of Common Stock upon conversion of the Series 3 Preferred Stock and it exercised all of the RBB Warrants, RBB Bank would own approximately 10,460,728 shares of Common Stock, or approximately fifty-three percent (53%) of the outstanding shares of Common Stock of the Company, assuming no other shares of Common Stock are issued by the Company and no other warrants or options are exercised. In such event, RBB Bank would be the largest single stockholder of the Company and could have such a significant number of shares of Common Stock within its control that the Company would have insufficient remedies to avoid an actual change in control of the Company in favor of RBB Bank. If RBB Bank obtains ownership of a high percentage of Common Stock of the Company, it could prevent or discourage other persons from attempting to acquire the Company even if RBB Bank does not obtain control of the Company. See "-- Voting Control; Ability to Direct Management." Need to Authorize Additional Common Stock: In the event all of the Series 3 Preferred Stock is converted into the maximum number of shares of Common Stock possible (approximately 7,300,000 shares, assuming that the minimum conversion price is not adjusted, see, "The Company--Private Placement") and all of the warrants granted by the Company that are outstanding as of the date of this Prospectus are exercised, and such conversion and exercise occurs prior to the amendment of the certificate of incorporation of the Company ("Certificate of Incorporation"), such would require the issuance of more shares of Common Stock than are currently authorized and unissued under the Certificate of Incorporation and shares of Common Stock held by the Company as treasury shares. Therefore, and for other reasons, the Company intends to request that the stockholders of the Company approve, at the next annual meeting of the Company currently scheduled for December 3, 1996, the amendment of the Certificate of Incorporation to authorize an additional number of shares of Common Stock so that the Company will have sufficient shares of Common Stock available for issuance upon conversion of the Series 3 Preferred Stock and exercise of all warrants and options previously granted by the Company. If the stockholders of the Company do not approve an amendment to the Certificate of Incorporation authorizing additional shares of Common Stock, the Company would be able to fulfill some, but not all, of its obligations to issue shares of Common Stock if all of the Series 3 Preferred Stock is converted and all warrants and options granted by the Company and outstanding as of the date of this Prospectus are exercised. The Company's inability to fulfill such obligations could result in actions being taken against the Company, including, but not limited to, the filing of lawsuits against the Company, which actions could have a material adverse effect on the Company. THE COMPANY Company Overview Perma-Fix Environmental Services, Inc., organized in 1990, is a Delaware corporation engaged, through its subsidiaries, in the (i) treatment, storage, recycling, blending and disposal of hazardous and non-hazardous industrial and commercial wastes, and the storage, treatment and disposal of certain low-level radioactive waste; and (ii) consulting engineering services to industry and government for broad-scope environmental problems. In recent years, the Company has grown through acquisitions and internal development. The Company's executive offices are located at 1940 N.W. 67th Place, Gainesville, Florida 32653. Principal Products and Services The Company is in the following two (2) lines of business: (i) waste management, including off-site and on-site services for the treatment, storage, recycling, blending and disposal of hazardous and non-hazardous wastes and certain low-level radioactive waste; and (ii) environmental engineering and consulting services specializing in waste management, regulatory compliance, environmental permitting, field testing and characterization. The Company presently services industrial and commercial companies primarily located in the Southeast, Midwest and Southwest. Distribution channels for services are primarily direct sales to customers by the Company's sales force or via intermediaries. Business Strategy During 1995, the Company initiated a major restructuring program that included: (i) the closure of several poorly-performing "service centers," which service centers provide on-site waste treatment services to convert certain types of characteristic hazardous wastes into non-hazardous waste by removing those characteristics which categorize such waste as "hazardous" and which treat non-hazardous waste as an alternative to off-site waste treatment and disposal methods; (ii) the consolidation of certain facilities and related personnel into regional profit centers; and (iii) a reduced cost structure throughout the Company. In conjunction with this restructuring program, the Company recorded during 1995 nonrecurring charges of approximately $987,000 and the write down of the intangible permit of approximately $4,712,000, as related to the acquisition of Perma-Fix of Memphis, Inc. ("PFM"), located in Memphis, Tennessee, in December 1993. In addition to the above, the Company has made various management and personnel changes, including the resignation of its president during the first quarter of 1996, and significant reduction in its corporate overhead. The Company is also implementing a program to upgrade several of these facilities to reduce the cost of waste processing and handling, expand the range of wastes that can be accepted for treatment and blending, and to maintain RCRA permit compliance. See " -- Certain Environmental Expenditures." Permits and Licenses The Company's business is subject to extensive evolving and increasingly stringent federal, state and local environmental laws and regulations. Such federal, state and local environmental laws and regulations govern the Company's activities regarding the treatment, storage, recycling, blending, disposal and transportation of hazardous, non-hazardous and low level radioactive waste and require the Company to obtain and maintain permits, licenses and/or approvals in order to conduct their hazardous, non-hazardous and low level radioactive waste activities. Failure to obtain and maintain such permits or approvals would have a material adverse effect on the Company, its operations and financial condition. Moreover, as the Company expands its operations it may be required to obtain additional approvals or permits, and there can be no assurance that the Company will be able to do so. PFTS provides transportation, treatment, storage and disposal of liquid hazardous and non-hazardous wastes, stabilization of liquid and solid drum residues and deep well injection services to manufacturing companies in the region. Prior to disposal, all hazardous liquids are processed in a manner designed to destroy or eliminate the hazardous characteristics of the liquids, except those hazardous wastes for which no treatment has been prescribed by the EPA. These liquids, along with non-hazardous liquids, can be injected into the deep well that has been specifically designed and constructed for this purpose. PFTS has a final RCRA permit to store and treat hazardous waste at its facility and operate its hazardous waste deepwell under interim status. PFTS has proposed that its deep injection well be converted to a non-hazardous waste injection well, and, if this proposal is approved and a non-hazardous waste Underground Injection Control ("UIC") permit is issued to the facility, PFTS will no longer be able to inject into the deep well hazardous liquids for which no treatment standards have been prescribed by the EPA, which the Company does not believe will have a material adverse effect on the Company. PFM is a permitted facility that provides transportation, storage and treatment services to hazardous and non-hazardous waste generators throughout the United States. PFM operates a hazardous waste storage facility that primarily blends and processes hazardous and non-hazardous waste liquids, solids and sludges into substitute fuel or as a raw material substitute in cement kilns that have been specially permitted for the processing of hazardous and non- hazardous wastes as fuels. PFM operates under a final RCRA permit relating to its hazardous waste drum storage activities and interim status RCRA permits to store in tanks the hazardous waste which PFM blends and processes into substitute fuels. Perma-Fix of Florida, Inc. ("PFF"), located in Gainesville, Florida, handles hazardous waste and treatment of waste liquid scintillation vials ("LSV"), a mixed low-level radioactive/hazardous (flammable) waste, used primarily by the medical research and treatment industry. PFF operates under a final RCRA permit and a low level radioactive permit issued by the appropriate authorities of the State of Florida. PFF's low-level radioactive license was issued on August 18, 1995, which was amended on March 13, 1996 for expanded low level radioactive waste management activities. Perma-Fix of Dayton, Inc. ("PFD"), located in Dayton, Ohio, operates a permitted hazardous waste treatment and storage facility to collect and treat oily waste waters and used oil from both small and large quantity generators and provides hazardous waste treatment services for collecting and processing organic solvents, sludges, and solids for use as secondary fuels in cement kilns. PFD operates under a RCRA Part B permit which was granted January 3, 1996. The Company also believes that its treatment, storage and disposal ("TSD") facilities presently have obtained all approvals, licenses and permits necessary to enable it to conduct its business as it is presently conducted. The failure of the Company's TSD facilities to renew any of their present approvals, licenses and permits, or the termination of any such approvals, licenses or permits, could have a material adverse effect on the Company, its operations and financial condition. The Company also provides on-site waste treatment services through its subsidiary, Perma-Fix, Inc. ("PFI"), which provides waste treatment services at the site of the waste generator to convert certain types of characteristic hazardous wastes into non- hazardous waste and treat non-hazardous waste as an alternative to off-site waste treatment and disposal methods. The Company believes that such on-site waste treatment services do not require federal environmental permits provided certain conditions are met, and PFI has received written verification from each state in which it is presently operating that no such permit is required provided certain conditions are met. There can be no assurance that states in which PFI presently does business or the federal government will not change policies or regulations requiring PFI to obtain permits to carry on its on-site activities. Competitive Conditions The Company competes with numerous companies which are able to provide one or more of the environmental services offered by the Company and many of which may have greater financial, human and other resources than the Company. The increased competition in the waste management industry has resulted in reduced gross margin levels which are likely to become further reduced due to several factors: (i) as the industry continues to mature more companies will enter the market; (ii) the current and future competitors of the Company will most likely expand the range of services which they offer; (iii) the waste minimization policies being advocated or instituted by the federal or state governmental authorities and private industry, and (iv) as the Company and its competitors move into new geographic markets, there will be fewer underserved markets available for Company expansion. The increased competition and reduced gross margin levels could have a material adverse effect on the business and financial condition of the Company. See "Risk Factors -- Competition." The Company believes that it is a significant participant in the delivery of off-site waste treatment services in the Southeast, Midwest and Southwest. The Company competes with TSD facilities operated by national, regional and independent environmental services firms located within a several hundred mile radius of the Company's facilities. The Company's competitors for remediation services include national and regional environmental services firms that may have larger environmental remediation staffs and greater resources than the Company. The Company recognizes its lack of technical and financial resources necessary to compete for larger remediation contracts and therefore, presently concentrates on remediation services projects within its existing customer base or projects in its service area which are too small for companies without a presence in the market to perform competitively. Environmental engineering and consulting services provided by the Company through its engineering companies involve competition with larger engineering and consulting firms. The Company believes that it is able to compete with these firms based on its established reputation in its market areas and its expertise in several specific elements of environmental engineering and consulting such as cement kiln waste recycling programs. The Company believes that the barriers of entry for companies seeking to compete with the Company in the waste management industry are dependent upon the specific service to be offered. Consequently, the Company believes that its operations which provide certain services are more likely to encounter increased competition in the future. The Company believes that there are no formidable barriers to entry into the on-site treatment business within which the Company operates. Similarly, certain of the Company's non-hazardous waste operations engage in businesses which do not present any formidable barriers of entry. The Company, however, believes that the permitting requirements, and the cost to obtain such permits, may be barriers of entry into the business of providing hazardous and low-level radioactive waste storage, treatment and disposal facilities as presently operated by the Company. The Company believes that its business of providing low level radioactive and hazardous waste recycling of scintillation vials, which requires both a radioactive permit and a hazardous waste permit, has a substantial barrier to entry due to its dual permitting requirements. Currently, there is only one other facility in the United States that provides low level radioactive and hazardous waste recycling of scintillation vials. If, however, the permit requirements for hazardous waste storage, treatment and disposal activities and/or the handling of low level radioactive materials were eliminated or if such permits became easier to obtain, the Company believes that more companies would enter these markets and provide greater competition to the Company, which could have a material adverse effect on the Company, its operations and financial condition. The Company believes that, to date, competition has been based primarily on the quality and timeliness of service. The Company believes, however, that as the industry matures, price will become an increasingly important competitive factor. As a result, the revenues generated from, and the profitability of, certain of the Company's services may be reduced as price competition intensifies, and such reduction could have a material adverse effect on the business and financial condition of the Company. Many of the Company's competitors are larger and more established, with greater marketing, financial, human and other resources than the Company and, as a result, may provide significant long-term competition. The Company also expects competition to intensify as technological and other advances are made in the waste treatment fields and as public awareness of the hazardous waste disposal problem increases. Certain Environmental Expenditures For 1996 and due, in part, to the raising of additional equity as a result of the Private Placement, the Company has budgeted capital expenditures of $1,820,000 for improving operations and maintaining RCRA permit compliance at its various TSD facilities. The Company believes that all of these expenditures are materially necessary to remain competitive or to maintain compliance with federal, state or local environmental requirements. As of June 30, 1996, the Company's net purchases of new capital equipment totalled approximately $1,025,000, which was principally funded by the proceeds from the Private Placement, as discussed below. At this time, the Company anticipates financing the remainder of these expenditures by a combination of lease financing and/or utilization of the equity raised in July 1996 through the Private Placement. During 1996, the Company has incurred environmental expenditures to comply with federal, state and local regulations at its TSD facilities. Two of the facilities where these expenditures have been made are PFD, which was acquired by the Company in June 1994, and PFM, which was acquired by the Company in December 1993. PFD is required to remediate a parcel of leased property ("Leased Property") which was formerly used as a RCRA storage facility that was operated as a storage and solvent recycling facility by a company that was merged with PFD prior to the Company's acquisition of PFD. The Leased Property contains certain contaminated waste in the soils and groundwater. The Company was indemnified by the seller of PFD for costs associated with remediating the Leased Property, which entails remediation of soil and/or groundwater restoration. However, during 1995 the seller filed for bankruptcy. Prior to the acquisition of PFD by the Company, the seller had established a trust fund ("Remediation Trust Fund"), which it funded with the seller's stock, to support the remedial activity on the Leased Property pursuant to the agreement with the Ohio Environmental Protection Agency ("Ohio EPA"). After the Company purchased PFD, it was required to advance $250,000 into the Remediation Trust Fund due to the reduction in the value of the seller's stock that comprised the Remediation Trust Fund, which stock had been sold by the Trustee prior to the seller's filing bankruptcy. The current balance in the trust is approximately $325,000. While the Company believes that its expenditures towards remediation of the Leased Property will not have a material adverse effect upon the Company, no assurance can be made that the remediation process will not prove to be more difficult or costly than anticipated or that the Company's remediation expenditures will not have a material adverse effect on the Company's operations and financial condition. This is a forward looking statement and is subject to certain factors that could cause significant deviations from what is described in the forward looking statement, including, but not limited to, changes in environmental law and regulations, changes in remediation processes or technologies or costs thereof, unanticipated difficulty in remediation, or liquidity problems within the Company. Currently, the Ohio Attorney General has advised PFD that it is considering filing a complaint against PFD regarding the Leased Property. See "Recent Developments." The PFM facility is situated in the vicinity of the Memphis Military Defense Depot (the "Defense Facility"), which Defense Facility is listed as a Superfund Site and is adjacent to the Allen Well Field utilized by Memphis Light, Gas & Water to provide public water to Memphis, Tennessee. Prior to the Company's December 1993 acquisition of PFM, gasoline had been detected in the groundwater at the PFM facility and in the acquisition process, the Company assumed certain liabilities to remediate gasoline contaminated groundwater and investigate potential areas of soil contamination on its property, and such remediation is currently underway. See "The Company --Certain Environmental Expenditures." The previous owners of PFM installed monitoring and treatment equipment to restore the groundwater to acceptable standards in accordance with federal, state and local authorities. The Company is continuing the aforementioned restoration and anticipates expenditures of approximately $1,050,000 over the next five to ten years to ultimately cure the prior contamination. Chlorinated compounds have previously been detected in the groundwater beneath the Defense Facility, as well as in certain production wells in the Allen Well Field. Very low concentrations of certain chlorinated compounds have also been detected in the groundwater beneath the PFM facility and the possible presence of these compounds is currently being investigated. Based upon a study performed by the Company's environmental engineering group, the Company does not believe the PFM facility is the source of the chlorinated compounds in a limited number of production wells in the Allen Well Field and, as a result, does not believe that the presence of the low concentrations of chlorinated compounds at the PFM facility will have a material adverse effect upon the Company. If, however, the Company is determined to be the source of such contamination, any liabilities, obligations to remediate, or penalties associated with such contamination, could have a material adverse effect upon the Company. Private Placement The Series 3 Preferred Stock and the RBB Warrants were issued pursuant to the terms of a Subscription and Purchase Agreement, dated July 17, 1996, between the Company and RBB Bank (the "Subscription Agreement") in the Private Placement. The 5,500 shares of Series 3 Preferred Stock were issued at a price of $1,000 per share and, in connection therewith, the Company granted to RBB Bank the RBB Warrants to purchase up to 2,000,000 shares of the Company's Common Stock, with 1,000,000 shares of Common Stock exercisable at $2.00 per share and 1,000,000 shares of Common Stock exercisable at $3.50 per share. The RBB Warrants are for a term of five (5) years. The Series 3 Preferred Stock is not entitled to any voting rights, except as required by law. Dividends on the Series 3 Preferred Stock accrue at a rate of six percent (6%) per annum, payable semi- annually as and when declared by the Board of Directors, and such dividends are cumulative. Dividends shall be paid, at the option of the Company, in the form of cash or Common Stock of the Company. If the Dividends are paid in Common Stock, each share of outstanding Series 3 Preferred Stock shall receive shares of Common Stock equal to the quotient of (i) six percent (6%) of $1,000 divided by (ii) the average closing bid quotation of the Common Stock as reported on the over-the-counter market, or the closing sale price if listed on a national securities exchange, for the five (5) trading days immediately prior to the applicable dividend declaration date. The holder of the Series 3 Preferred Stock may convert into Common Stock of the Company up to (i) 1,833 shares on or after October 1, 1996, (ii) 1,833 shares on or after November 1, 1996, and (iii) the balance on or after December 1, 1996. The conversion price shall be the product of (i) the average closing bid quotation for the five (5) trading days immediately preceding the conversion date multiplied by (ii) seventy-five percent (75%). The conversion price shall be a minimum of $.75 per share or a maximum of $1.50 per share, with the minimum conversion price to be reduced by $.25 per share each time, if any, after July 1, 1996, the Company sustains a net loss, on a consolidated basis, in each of two (2) consecutive quarters ("Minimum Conversion Price Reduction"). For the purpose of determining whether the Company has had a net loss in each of two (2) consecutive quarters, at no time shall a quarter that has already been considered in such determination be considered in any subsequent determination. Subject to the closing bid price of the Company's Common Stock at the time of conversion and the other conditions which could increase the number of shares to be issued upon conversion, the Series 3 Preferred Stock, if all were converted, could be converted into between approximately 3,700,000 and approximately 7,300,000 shares of Common Stock, or more pursuant to the Minimum Conversion Price Reduction. See "Summary of Securities Being Offered." The Common Stock issuable on the conversion of the Series 3 Preferred Stock is subject to certain registration rights pursuant to the Subscription Agreement. If the Company at any time or from time to time while shares of Series 3 Class C Preferred Stock are issued and outstanding shall declare or pay, without consideration, any dividend on the Common Stock payable in Common Stock, or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by stock split, reclassification or otherwise than by payment of a dividend in Common Stock or in any right to acquire Common Stock), or if the outstanding shares of Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Common Stock, then the conversion price in effect immediately before such event shall, concurrently with the effectiveness of such event, be proportionately decreased or increased, as appropriate. If the Company shall declare or pay, without consideration, any dividend on the Common Stock payable in any right to acquire Common stock for no consideration, then the Company shall be deemed to have made a dividend payable in Common Stock in an amount of shares equal to the maximum number of shares issuable upon exercise of such rights to acquire Common Stock. Under the terms of the RBB Warrants, if the Company at any time while the warrant is outstanding shall declare or pay, without consideration, any dividend on the Common Stock payable in Common Stock, or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by stock split, reclassification or otherwise than by payment of a dividend in Common Stock or in any right to acquire Common Stock), or if the outstanding shares of Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Common Stock, then the number of shares of Common Stock issuable upon the exercise of such warrant or the exercise price of such warrant shall be appropriately adjusted such that immediately after the happening of any such event, the proportionate number of shares of Common Stock issuable immediately prior to the happening of such event shall be the number of shares of Common Stock issuable subsequent to the happening of such event. The terms of the RBB Warrants also direct that in case of any consolidation or merger of the Company in which the Company is not the surviving entity, or in case of any sale or conveyance by the Company to another entity of all or substantially all of the property of the Company as an entirety or substantially as an entirety, the holder shall have the right thereafter, upon exercise of such warrant, to receive the kind and amount of securities, cash or other property which the holder of the RBB Warrants would have owned or been entitled to receive immediately after such consolidation, merger, sale or conveyance had such warrant been exercised in full immediately prior to the effective date of such consolidation, merger, sale or conveyance. Under the terms of the Subscription Agreement, from the net proceeds from the Private Placement (approximately $5,100,000) received by the Company after payment of placement fees to brokers, legal fees and other expenses, the Company purchased from RBB Bank 920,000 shares of Common Stock of the Company acquired by RBB Bank upon conversion of the Company's Series 1 Class A Preferred Stock and Series 2 Class B Convertible Preferred Stock for $1,770,000. The Company has or intends to use approximately $1,650,000 of the net proceeds from the Private Placement for capital improvements at its various facilities and the balance of the net proceeds to reduce outstanding trade payables and for general working capital. If RBB Bank were to acquire approximately 3,700,000 shares of Common Stock upon conversion of the Series 3 Preferred Stock and exercised all of the RBB Warrants, RBB Bank would own approximately 6,860,728 shares of Common Stock, or forty-two percent (42%) of the outstanding shares of Common Stock of the Company, assuming no other shares of Common Stock are issued by the Company, no other warrants or options to purchase Common Stock from the Company are exercised, the Company does not acquire additional shares of Common Stock as treasury stock, and RBB Bank does not dispose of any such shares. If RBB Bank were to acquire 7,300,000 shares of Common Stock upon conversion of the Series 3 Preferred Stock and exercised all of the RBB Warrants, RBB Bank would own approximately 10,460,728 shares of Common Stock, or approximately fifty-three percent (53%) of the outstanding shares of Common Stock, assuming no other shares of Common Stock are issued by the Company, no other warrants or options are exercised, the Company does not acquire additional shares of Common Stock as treasury shares, and RBB Bank does not dispose of any such shares. See "Risk Factors--Voting Control; Ability to Direct Management." Availability of Company's Loss Carryovers The Company anticipates that its cash flow in future years will benefit to some extent from its ability to utilize net operating loss ("NOL") carryovers from prior periods to reduce the federal income tax payments which it would otherwise be required to make with respect to income generated in future years. As of December 31, 1995, the Company estimates that it had on a consolidated basis available NOL carryovers of approximately $8,100,000 for federal income tax purposes. These NOL carryovers will expire in the years 2006 through 2010 if not used by then. The amount of these carryovers has not been audited or approved by the Internal Revenue Service ("IRS") and, accordingly, no assurance can be given that such carryovers will not be reduced as a result of audits in the future. In addition, the ability of the Company to utilize these carryovers in the future will be subject to a variety of limitations applicable to corporate taxpayers generally under both the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations. These include, in particular, limitations imposed by Code Section 382 ("382 Limitations"). Section 382 of the Code provides certain limitations on the utilization of NOL carryovers following a more than fifty percent (50%) change (by value) in the stock ownership of a loss company. In general, the limitations imposed by Section 382 apply when, within a three (3) year "testing period," there is more than a fifty (50) percentage point increase in the stock of a company that has an NOL held by one or more persons who own (directly or constructively) at least five percent (5%) of such Company's stock (with persons who separately are less than five percent (5%) shareholders generally being treated in the aggregate as a single shareholder) over the lowest percentage of stock of such company owned by such person(s) at any time during the testing period. The amount of the percentage point increase in stock ownership is calculated for each five percent (5%) shareholder, and the increase of each five percent (5%) shareholder is aggregated with the increases of other 5% shareholders to determine the total percentage point increase in stock ownership. For purposes of these tests, stock issuable upon the exercise of certain options and warrants or upon the conversion of preferred stock may be treated as outstanding. The use of approximately $4,500,000 of the approximate $8,100,000 in NOL carryovers as of December 31, 1995, is limited to a certain extent in future years by reason of certain transactions effected during 1996. The 1996 transactions that resulted in the 382 Limitations were the issuance of various series of preferred stock of the Company, including, but not limited to, the Series 3 Preferred Stock to RBB Bank. See "--Private Placement." Each year after 1996, approximately $1,500,000 of the approximate $4,500,000 in 382 Limitations is no longer limited, and after 1999, all of the approximate $8,100,000 in NOL carryovers will be available for use by the Company for federal income tax purposes, except to the extent such has been previously used to reduce the Company's federal income tax payments or such has been reduced by the IRS in connection with audits conducted by the IRS. RECENT DEVELOPMENTS The following are all material changes in the Company's affairs which have occurred since the end of December 31, 1995, and which have not been described in a report on Form 10-Q or Form 8-K filed under the Exchange Act or as otherwise discussed in other sections of this Prospectus: Ohio Attorney General Negotiations: The Ohio Attorney General has advised PFD that it is considering filing a complaint (the "Complaint") against PFD alleging that PFD had violated certain of Ohio's hazardous waste laws regarding ordered compliance with an EPA approved "Closure Plan" for the Leased Property. The Ohio Attorney General alleges that PFD has not met either timetables or financial assurance requirements which were part of the Closure Plan. The Company is currently negotiating a consent order with the Attorney General of Ohio under which the Company believes it will agree to undertake closure of the Leased Property in an EPA approved manner. The Company believes that the consent order will also require PFD to pay a civil penalty to the State of Ohio in an amount which has not yet been determined ("Civil Penalty"), and to supply financial assurance, in the form of a bond or similar trust agreement, of approximately $350,000 to ensure adequate funding for completing the Closure Plan. The Company currently maintains such a trust fund, which trust fund presently has approximately $325,000 in funds therein. See "The Company--Certain Environmental Expenditures." The Company believes that the Civil Penalty assessed pursuant to the consent order will not be of sufficient size that payment thereof by the Company will have a material adverse effect upon the Company. This is a forward looking statement and is subject to certain factors that could cause variation from what is described in such forward looking statement, including, but not limited to, the Company's inability to come to a suitable agreement with the Attorney General of Ohio or the Ohio EPA, the Company's inability to provide adequate financial assurance due to lack of liquidity, credit difficulties or lack of available external financing, or the applicable court's refusal to accept the consent order as drafted. Anti-Dilution Adjustments to Certain Previous Outstanding Warrants: In addition to the Common Stock issuable upon conversion of the Series 3 Preferred Stock and upon exercise of the warrants for Common Stock covered by this Prospectus, there are other outstanding warrants for the purchase of Common Stock which have been previously issued by the Company ("Previous Warrants"). The terms of certain of the Previous Warrants contain certain anti-dilution provisions ("Anti-Dilution Provisions") which are triggered upon the Company's issuance of additional Common Stock for less than the exercise price per share of such Previous Warrants or upon the Company's issuance of warrants or convertible securities which are exercisable or convertible into Common Stock of the Company for a price per share less than the exercise price per share of such Previous Warrants. The Anti-Dilution Provisions of certain of the Previous Warrants have been triggered by the Company's issuance, subsequent to the issuance of such Previous Warrants, of Common Stock, warrants, and convertible preferred stock, including, but not limited to, the Series 3 Preferred Stock and the warrants exercisable for Common Stock covered by this Prospectus. The exercise of the Previous Warrants, as originally issued, would have resulted in the issuance of approximately 5,092,060 shares of Common Stock at exercise prices ranging from approximately $2.375 to approximately $6.025 per share. As a result of the application of the Anti-Dilution Provisions, the exercise of the Previous Warrants would now result in the issuance of approximately 6,893,697 shares of Common Stock at prices ranging from approximately $1.98 to approximately $4.12 per share as of the date of this Prospectus. Further adjustments to the Previous Warrants may be necessary under the Anti-Dilution Provisions of the Previous Warrants. As of October 15, 1996 the closing bid price of the Company's Common Stock on the NASDAQ was $1.9375 per share. USE OF PROCEEDS The Company will not receive any part of the proceeds of the sale or transactions (other than the exercise price of the outstanding warrants discussed in this Prospectus) made by the Selling Shareholders. The Company would receive approximately [$7,575,000] if all outstanding warrants held by all of the Selling Shareholders covering that portion of the shares of Common Stock included in this Prospectus were exercised. See "Plan Of Distribution." Any proceeds received by the Company from the exercise of such warrants, less the Company's share of the estimated expenses of the cost of this Offering, will be used by the Company for general corporate purposes. The Company has agreed to pay all costs and fees relating to the registration of the Common Stock covered by this Prospectus, except for any discounts, concessions or commissions payable to underwriters, dealers or agents incident to the offering of the securities covered by this Prospectus and any legal fees incurred by any Selling Shareholders relating to this offering. SUMMARY OF SECURITIES BEING OFFERED This Prospectus covers approximately 3,700,000 shares of Common Stock which may be issued upon conversion of the 5,500 shares of Series 3 Preferred Stock issued by the Company to RBB Bank in connection with the Private Placement ("Conversion Shares"), 2,000,000 shares of Common Stock issuable upon the exercise of the RBB Warrants, each for 1,000,000 shares of Common Stock, which were also previously issued by the Company to RBB Bank in connection with the Private Placement ("Warrant Shares"), and 330,000 shares that the Company may issue in payment of dividends that accrue on the Series 3 Preferred Stock pursuant to the Subscription Agreement ("Dividend Shares") for a twenty-four (24) month period from the date of issuance of the Series 3 Preferred Stock pursuant to the terms of the Series 3 Preferred Stock, assuming the price of the Common Stock is $2.00 per share at the time of such dividends. This Prospectus also covers the 1,420,000 shares issuable upon the exercise of nine warrants which were previously issued to Carey, Charles, Search, Rosen, Blair, and Gorlin ("Additional Warrant Shares"). Under the terms of the Private Placement, the Company agreed to use reasonable efforts to register the Conversion Shares and the Warrant Shares under the Act. The Series 3 Preferred Stock and the RBB Warrants were issued pursuant to the terms of the Subscription Agreement. The 5,500 shares of Series 3 Preferred Stock were issued at a price of $1,000 per share and, in connection therewith, the Company granted to RBB Bank the RBB Warrants to purchase up to 2,000,000 shares of the Company's Common Stock, with 1,000,000 shares of Common Stock exercisable at $2.00 per share and 1,000,000 shares of Common Stock exercisable at $3.50 per share. The number of shares of Common Stock that may be acquired upon conversion of the Series 3 Preferred Stock or upon exercise of the RBB Warrants and the exercise price thereof are subject to adjustment under the anti-dilution provisions of the Series 3 Preferred Stock and the RBB Warrants. See "The Company--Private Placement." The RBB Warrants are for a term of five (5) years. The Series 3 Preferred Stock is not entitled to any voting rights, except as required by law. Dividends on the Series 3 Preferred Stock accrue at a rate of six percent (6%) per annum, payable semi-annually as and when declared by the Board of Directors, and such dividends are cumulative. Dividends shall be paid, at the option of the Company, in the form of cash or Common Stock of the Company, and, as a result, this Prospectus also covers the Dividend Shares. See "The Company-- Private Placement." While the conversion of the Series 3 Preferred Stock could result in the issuance of up to approximately 7,300,000 shares of Common Stock, or more under certain limited circumstances, the terms of the Private Placement require the Company to use reasonable efforts to register only approximately 3,700,000 shares to be issued upon such conversion, which 3,700,000 shares would be the approximate amount issued upon such conversion, assuming the average of the closing bid prices of the Company's Common Stock over the five (5) trading days immediately preceding the conversion date or dates equals or exceeds $2.00 per share. Also covered by this Prospectus are the Additional Warrant Shares, all issuable upon the exercise of the various warrants described hereafter and at the various prices indicated and subject to the described terms of these warrants, including: (i) 295,000 shares of Common Stock issuable upon the exercise of two (2) warrants previously issued by the Company to Carey, one for 195,000 shares issued in connection with a previous offshore transaction to RBB Bank and exercisable at $0.73 per share and one for 100,000 shares issued in connection with the Private Placement and exercisable at $1.75 per share; (ii) 450,000 shares of Common Stock issuable upon the exercise of one (1) warrant previously issued by the Company to Charles in connection with the Private Placement and exercisable at $1.50 per share; (iii) 175,000 shares of Common Stock issuable upon the exercise of three (3) warrants previously issued by the Company to Search in connection with services rendered by Search for the Company, of which 125,000 are exercisable at $1.06 per share, and 50,000 are exercisable at $1.50 per share; (iv) 100,000 shares of Common Stock issuable upon the exercise of one (1) warrant previously issued by the Company to Rosen in connection with services rendered by Rosen to the Company and exercisable at $1.75 per share; (v) 200,000 shares of Common Stock issuable upon the exercise of one (1) warrant previously issued by the Company to Blair in connection with the Private Placement and exercisable at $1.75 per share; and (vi) 200,000 shares of Common Stock issuable upon the exercise of one (1) warrant previously issued by the Company to Gorlin, a director of the Company, exercisable at $1.75 per share. Under the terms of the warrants covering the Additional Warrant Shares, if, at any time or from time to time after the date of each warrant, the Company shall (a) pay a dividend on its Common Stock in shares of Common Stock, (b) subdivide its outstanding shares of Common Stock into a greater number of shares, (c) combine its outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of its Common Stock any shares of any other class of capital stock of the Company, the number of shares to issue pursuant to the warrant and the exercise price of the warrant in effect immediately prior to such event shall be adjusted so that, upon exercise of such warrant, the holder shall be entitled to purchase under such warrant, without additional consideration therefor, the number of shares of Common Stock or other capital stock of the Company which he would have owned or been entitled to purchase immediately following the happening of any of the events described in this paragraph as (a), (b) or (c) had such warrant been exercised and the holder become the holder of record of the shares purchased pursuant to the warrant immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution or the effective date of such subdivision, combination or reclassification at a exercise price equal to the aggregate consideration which the holder would have had to pay for such shares issued pursuant to the warrant immediately prior to such event divided by the number of shares issued pursuant to the warrant the holder is entitled to receive immediately after such event. If, as a result of an adjustment made as described in this paragraph, the holder of this warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and any other class of capital stock of the company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to all holders of the warrants promptly after such adjustment) shall determine the allocation of the adjusted exercise price of the warrant between or among shares of such classes of capital stock or shares of Common Stock and such other class of capital stock. The terms of the warrants covering the Additional Warrant Shares also direct that in case of any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the continuing or surviving corporation, or in case of any sale or conveyance to another entity of all or substantially all of the property of the Company as an entirety or substantially as an entirety, the holder of the warrant shall have the right thereafter, upon exercise of this warrant, to receive the kind and amount of securities, cash or other property which he would have owned or been entitled to receive immediately after such consolidation, merger, sale or conveyance had this warrant been exercised immediately prior to the effective date of such consolidation, merger, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application thereafter with respect to the rights and interests of the holder of this warrant to the end that the provisions of this paragraph and the preceding paragraph thereafter shall be correspondingly applicable, as nearly as may reasonably be, to such securities and other property. Additionally, under the terms of the warrants covering the Additional Warrant Shares, if the Company shall distribute pro rata to all of the holders of its then outstanding shares of Common Stock (a) securities, other than shares of Common Stock or stock options, or (b) property, other than cash, without payment therefor, then, and in each such case, the holder of this warrant, upon its exercise, shall be entitled to receive the securities and property which such holder would hold on the date of such exercise if, on the date of this warrant, the holder had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the holder during such period.
SELLING SECURITY HOLDERS The following table sets forth, as of September 30, 1996, the name of each Selling Shareholder, the amount of shares beneficially owned prior to the Offering, the number of shares of Common Stock offered hereby, and the amount of shares beneficially owned after the Offering (assuming that all shares of Common Stock being offered hereby are sold and that such are outstanding) and the percentage of Common Stock beneficially owned after completion of the Offering (assuming that all shares of Common Stock being offered hereby are sold and that such are outstanding). Percent- age of Common Common Stock Stock Common Benefic- Benefic- Stock ially ially Benefic- Owned Owned ially Common After After Owned Stock Completion Completion Prior to Being of of Selling Stockholder Offering(1) Offered Offering(9) Offering(9) __________________________ _________ _________ __________ ___________ RBB Bank Aktiengesellschaft(2) 6,861,728 6,030,000 830,728 4.9% J. P. Carey Enterprises, Inc.(3) 295,000 295,000 - - J W Charles Financial Services, Inc.(4) 450,000 450,000 - - Search Group Capital, Inc.(5) 175,000 175,000 - - Marvin S. Rosen(6) 100,000 100,000 - - D. H. Blair Investment Banking Corp.(7) 698,117 200,000 498,117 3.0% Steve Gorlin(8) 808,024 200,000 608,024 3.6% ___________________________ (1) Includes shares to be acquired upon the exercise of outstanding warrants, whether or not such may be acquired during the next sixty (60) days. (2) The shares of Common Stock included as beneficially owned by RBB Bank in this table are shares that RBB Bank would be entitled to receive upon exercise of all of the RBB Warrants and conversion of all of the Series 3 Preferred Stock held by RBB Bank (assuming that the average of the closing bid prices of the Common Stock for the five (5) trading days prior to conversion equals or exceeds $2.00 per share), and the number of shares of Common Stock noted is based on the assumption that RBB Bank converted such shares of Series 3 Preferred Stock into the maximum number possible. Does not include shares of Common Stock that RBB Bank may receive in payment of the accrued dividends on the Series 3 Preferred Stock. (3) J. P. Carey Enterprises, Inc. currently provides investment banking services to the Company. (4) J W Charles Financial Services, Inc. ("Charles") currently provides investment banking services to the Company. In August, 1996, the Company and Charles entered into a Financial Consulting Agreement, whereby Charles agreed to provide certain financial consulting services for the Company. The Company agreed, pursuant to the Financial Consulting Agreement, to pay to Charles $12,000 per month and to grant to Charles the warrant to purchase up to 450,000 shares of Common Stock, which Common Stock covered by such warrant is included with the coverage of this Prospectus. The Financial Consulting Agreement is for a term of one (1) year, subject to earlier termination by either party upon thirty (30) days written notice. (5) Search Group Capital, Inc. currently provides consulting services to the Company. (6) Marvin S. Rosen currently provides consulting services to the Company. (7) D. H. Blair Investment Banking Corp. currently provides investment banking services to the Company. (8) Mr. Gorlin is a director of the Company and beneficially owns more than five percent (5%) of the Company's outstanding shares of Common Stock as of the date of this Prospectus. (9) Assumes (i) all shares of Common Stock covered by this Offering are sold, including, but not limited to, the approximate 3,700,000 shares of Common Stock to be acquired upon the conversion of the Series 3 Preferred Stock and Common Stock to be acquired upon the exercise of warrants outstanding as of the date of this Prospectus, (ii) that such Selling Shareholders do not acquire beneficial ownership of any additional shares of Common Stock after the date of this Prospectus, and (iii) that the Company does not issue any additional shares of Common Stock after the date of this Prospectus other than in connection with the conversion of the Series 3 Preferred Stock and the exercise of the warrants covering the shares of Common Stock included within this Prospectus. Based on outstanding Common Stock of 16,816,035 shares.
PLAN OF DISTRIBUTION Shares of Common Stock covered hereby may be offered and sold from time to time by the Selling Shareholders. The Selling Shareholders will act independently of the Company in making decisions with respect to the timing, market, or otherwise at prices related to the then current market price or in negotiated transactions. The Common Stock covered by this Prospectus may be sold by the Selling Shareholders in one or more transactions on the NASDAQ and the BSE or otherwise at market prices then prevailing or in privately negotiated transactions. The shares may be sold by one or more of the following: (i) ordinary brokerage transactions and transactions in which the broker solicits purchasers; (ii) purchases and resale by a broker-dealer for its account pursuant to this Prospectus, and (iii) a block trade in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction. The Company has not been advised by the Selling Shareholders that they have, as of the date hereof, made any arrangements relating to the distribution of the Securities covered by this Prospectus, except that certain of the Selling Shareholders are broker-dealers. See "Selling Security Holders." In effecting sales, broker-dealers engaged by the Selling Shareholders may arrange for other broker-dealers to participate, and, in such case, broker-dealers will receive commissions or discounts from the Selling Shareholders in amounts to be negotiated immediately prior to sale. In offering the Securities, the Selling Shareholders and any broker-dealers and any other participating broker-dealers who execute sales for the Selling Shareholders may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Act") in connection with such sales, and any profits realized by the Selling Shareholders and the compensation of such broker-dealer may be deemed to be underwriting discounts and commissions. In addition, any shares covered by this Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus. During such time as the Selling Shareholders may be engaged in a distribution of Common Stock included herein such Shareholder is required to comply with Rules 10b-6 and 10b-7 under the Exchange Act (as those Rules are described in more detail below) and, in connection therewith, that they may not engage in any stabilization activity, except as permitted under the Exchange Act, are required to furnish each broker-dealer through which Common Stock included herein may be offered copies of this Prospectus, and may not bid for or purchase any securities of the Company or attempt to induce any person to purchase any securities except as permitted under the Exchange Act. Rule 10b-6 under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for or purchasing, for an account in which the participant has a beneficial interest, any of the securities that are subject of the distribution. Rule 10b-7 governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. The Company will pay only that portion of the expenses incident to this offering as described in the "Use of Proceeds." LEGAL OPINION Certain legal matters in connection with the Common Stock offered hereby will be passed upon for the Company by Conner & Winters, a Professional Corporation, Oklahoma City, Oklahoma. EXPERTS The financial statements and schedules incorporated by reference in this Prospectus and elsewhere in the Registration Statement, to the extent and for the periods indicated in their reports, have been audited by Arthur Andersen LLP and Coopers & Lybrand LLP, independent public accountants, and are included herein in reliance upon the authority of said firms as experts in giving such reports. Reference is made to the report for the year ended December 31, 1995, issued by Arthur Andersen LLP, which contains a going concern modification. No dealer, salesman or other person has been authorized to give any information not con- tained in this Prospectus and, if given or made, such infor- mation or representations must not be relied upon as having been authorized by the Company. This Prospectus does not con- stitute an offer to sell or a 7,450,000 Shares solicitation of an offer to of Common Stock buy any of the securities offered hereby in any juris- diction to any person to whom Perma-Fix Environmental it is unlawful to make such Services, Inc. offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale here- under shall under any circum- stances create any implication that there has been no change in the affairs of the Company since the date hereof. _______________________ Table of Contents Common Stock Page ____ Available Information . . . . . 3 Incorporation by Reference . . . . . . . . . . 3 Risk Factors. . . . . . . . .4-11 ______________ The Company . . . . . . . . 11-17 Prospectus ______________ Recent Developments . . . . . .18 Use of Proceeds . . . . . . . .18 Summary of Securities Being Offered . . . . . . 19-21 Selling Security Holders. . 21-22 Plan of Distribution. . . . 22-23 Legal Opinion . . . . . . . . .23 October ___, 1996 Experts . . . . . . . . . . . .23 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution Nature of Expense SEC Registration Fee . . . . . . . . . . . . . . $ 4,814.87 Legal Fees (Including Blue Sky). . . . . . . . . $25,000.00 Accounting Fees and Expenses . . . . . . . . . . $13,000.00 Printing . . . . . . . . . . . . . . . . . . . . $ 5,000.00 Miscellaneous. . . . . . . . . . . . . . . . . . $ 2,500.00 __________ Total $50,314.87 The foregoing expenses, except for the registration fee, are estimated pursuant to Item 511 of Regulation S-K. Item 15. Indemnification of Officers and Directors Section 145 of the Delaware Corporation Law provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he is or is threatened to be made a party by reason of such position, if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceeding, if such person had no reasonable cause to believe his conduct was unlawful; provided that, no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that, despite the adjudication of liability but in view of all the circumstance of the case, such person is fairly and reasonably entitled to indemnification. Article EIGHTH of the Company's Restated Certificate of Incorporation provides as follows with respect to the indemnification of officers and directors of the Company: All persons who the Corporation is empowered to indemnify pursuant to the provisions of Section 145 of the General Corporation Law of the State of Delaware (or any similar provision or provisions of applicable law at the time in effect), shall be indemnified by the Corporation to the full extent permitted thereby. The foregoing right of indemnification shall not be deemed to be exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. No repeal or amendment of this Article EIGHTH shall adversely affect any rights of any person pursuant to this Article EIGHTH which existed at the time of such repeal or amendment with respect to acts or omissions occurring prior to such repeal or amendment. The Company's Restated Certificate of Incorporation provides that no director of the Company shall be personally liable to the Company or its stockholders for any monetary damages for breaches of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the Company or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the General Corporation Law of the State of Delaware; or (iv) for any transaction from which the director derived an improper personal benefit. Item 16. Exhibits Exhibit No. Description _______ ____________ 4.1 Offshore Securities Subscription Agreement, dated February 9, 1996, between the Company and RBB Bank Aktiengesellschaft, as incorporated by reference from Exhibit 4.10 to the Company's Form 10-K for the year ended December 31, 1995. 4.2 Offshore Securities Subscription Agreement, dated February 22, 1996, between the Company and RBB Bank Aktiengesellschaft, as incorporated by reference from Exhibit 4.11 to the Company's Form 10-K for the year ended December 31, 1995. 4.3 Subscription and Purchase Agreement, dated July 17, 1996, between the Company and RBB Bank Aktiengesellschaft, as incorporated by reference from Exhibit 4.4 to the Company's Form 10-Q for the quarter ended June 30, 1996. 4.4 Certificate of Designations relating to Series 3 Preferred Stock, attached as part of Exhibit 4.9 hereof and incorporated by reference from Exhibit 4.4 to the Company's Form 10-Q for the quarter ended June 30, 1996. 4.5 Form of Certificate for Series 3 Preferred Stock, as incorporated by reference from Exhibit 4.6 to the Company's Form 10-Q for the quarter ended June 30, 1996. 4.6 Common Stock Purchase Warrant Certificate, dated July 19, 1996, granted to RBB Bank Aktiengesellschaft, as incorporated by reference from Exhibit 10.1 to the Company's Form 10-Q for the quarter ended June 30, 1996. 4.7 Common Stock Purchase Warrant Certificate, dated July 19, 1996, between the Company and RBB Bank Aktiengesellschaft, as incorporated by reference from Exhibit 10.2 to the Company's Form 10-Q for the quarter ended June 30, 1996. 4.8 Common Stock Purchase Warrant Certificate No. 1-9-96, dated September 16, 1996, between the Company and J.P. Carey Enterprises, Inc. 4.9 Common Stock Purchase Warrant Certificate No. 2-9-96, dated September 16, 1996, between the Company and J.P. Carey Enterprises, Inc. 4.10 Common Stock Purchase Warrant Certificate No. 3-9-96, dated September 16, 1996, between the Company and J W Charles Financial Services, Inc. 4.11 Common Stock Purchase Warrant Certificate No. 4-9-96, dated September 16, 1996, between the Company and Search Group Capital, Inc. 4.12 Common Stock Purchase Warrant Certificate No. 5-9-96, dated September 16, 1996, between the Company and Search Group Capital, Inc. 4.13 Common Stock Purchase Warrant Certificate No. 6-9-96, dated September 16, 1996, between the Company and Search Group Capital, Inc. 4.14 Common Stock Purchase Warrant Certificate No. 7-9-96, dated September 16, 1996, between the Company and Marvin S. Rosen. 4.15 Common Stock Purchase Warrant Certificate No. 8-9-96, dated September 16, 1996, between the Company and D.H. Blair Investment Banking Corporation. 4.16 Common Stock Purchase Warrant Certificate No. 9-9-96, dated September 16, 1996, between the Company and Steve Gorlin. 5.1 Opinion of Conner & Winters, a Professional Corporation. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Coopers & Lybrand LLP. 23.3 Consent of Conner & Winters, as contained in Exhibit 5.1 herein. 24.1 Power of Attorney (included on signature page). 99.1 Financial Consulting Agreement between the Company and J W Charles Financial Services, Inc., dated August 6, 1996. Item 17. Undertakings The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the indemnification provisions described herein, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES FOR S-3 Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Gainesville, State of Florida, on the 17th day of October, 1996. PERMA-FIX ENVIRONMENTAL SERVICES, INC. By: /s/ Dr. Louis F. Centofanti ______________________________ Dr. Louis F. Centofanti Chairman, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Dr. Louis F. Centofanti as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do them in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or their or his substitute or substitutes, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. /s/ Dr. Louis F. Centofanti Chairman of the October 17, 1996 ___________________________ Board of Directors, Dr. Louis F. Centofanti President and Chief Executive Officer (Principal Execu- tive Officer) /s/ Richard T. Kelecy Chief Financial October 17, 1996 ____________________________ Officer Richard T. Kelecy (Principal Finan- cial and Account- ing Officer) /s/ Mark A. Zwecker Director October 17, 1996 _____________________________ Mark A. Zwecker /s/ Steve Gorlin Director October 17, 1996 _____________________________ Steve Gorlin EXHIBIT INDEX Exhibit No. Description Page No. ___________ ___________ ________ 4.1 Offshore Securities Subscription Agreement, dated February 9, 1996, between the Company and RBB Bank Aktiengesellschaft, as incor- porated by reference from Exhibit 4.10 to the Company's Form 10-K for the year ended December 31, 1995. 4.2 Offshore Securities Subscription Agreement, dated February 22, 1996, between the Company and RBB Bank Aktiengesellschaft, as incor- porated by reference from Exhibit 4.11 to the Company's Form 10-K for the year ended December 31, 1995. 4.3 Subscription and Purchase Agreement, dated July 17, 1996, between the Company and RBB Bank Aktiengesellschaft, as incorporated by reference from Exhibit 4.4 to the Company's Form 10-Q for the quarter ended June 30, 1996. 4.4 Certificate of Designations relating to Series 3 Preferred Stock, attached as part of Exhibit 4.9 hereof and incorporated by reference from Exhibit 4.4 to the Company's Form 10-Q for the quarter ended June 30, 1996. 4.5 Form of Certificate for Series 3 Preferred Stock, as incorporated by reference from Exhibit 4.6 to the Company's Form 10-Q for the quarter ended June 30, 1996. 4.6 Common Stock Purchase Warrant Certificate, dated July 19, 1996, granted to RBB Bank Aktiengesellschaft, as incorporated by reference from Exhibit 10.1 to the Company's Form 10-Q for the quarter ended June 30, 1996. 4.7 Common Stock Purchase Warrant Certificate, dated July 19, 1996, between the Company and RBB Bank Aktiengesellschaft, as incorporated by reference from Exhibit 10.2 to the Company's Form 10-Q for the quarter ended June 30, 1996. 4.8 Common Stock Purchase Warrant Certificate No. 1-9-96, dated September 16, 1996, between the Company and J.P. Carey Enterprises, Inc. 4.9 Common Stock Purchase Warrant Certificate No. 2-9-96, dated September 16, 1996, between the Company and J.P. Carey Enterprises, Inc. 4.10 Common Stock Purchase Warrant Certificate No. 3-9-96, dated September 16, 1996, between the Company and J W Charles Financial Services, Inc. 4.11 Common Stock Purchase Warrant Certificate No. 4-9-96, dated September 16, 1996, between the Company and Search Group Capital, Inc. 4.12 Common Stock Purchase Warrant Certificate No. 5-9-96, dated September 16, 1996, between the Company and Search Group Capital, Inc. 4.13 Common Stock Purchase Warrant Certificate No. 6-9-96, dated September 16, 1996, between the Company and Search Group Capital, Inc. 4.14 Common Stock Purchase Warrant Certificate No. 7-9-96, dated September 16, 1996, between the Company and Marvin S. Rosen. 4.15 Common Stock Purchase Warrant Certificate No. 8-9-96, dated September 16, 1996, between the Company and D.H. Blair Investment Banking Corporation. 4.16 Common Stock Purchase Warrant Certificate No. 9-9-96, dated September 16, 1996, between the Company and Steve Gorlin. 5.1 Opinion of Conner & Winters, a Profes- sional Corporation. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Coopers & Lybrand LLP. 23.3 Consent of Conner & Winters, as contained in Exhibit 5.1 herein. 24.1 Power of Attorney (included on signature page). 99.1 Financial Consulting Agreement between the Company and J W Charles Financial Services, Inc., dated August 6, 1996. EX-4 2 EXHIBIT 4.8 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT (i) UNDER COVER OF A REGISTRATION STATEMENT UNDER THE ACT WHICH IS EFFECTIVE AND CURRENT WITH RESPECT TO THIS WARRANT OR SUCH SHARES OF COMMON STOCK, AS THE CASE MAY BE, OR (ii) PURSUANT TO THE WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR TRANSFER. PERMA-FIX ENVIRONMENTAL SERVICES, INC. Warrant for the Purchase of Shares of Common Stock No. 1-9-96 195,000 shares of September 16, 1996 Common Stock FOR VALUE RECEIVED, PERMA-FIX ENVIRONMENTAL SERVICES, INC. (the "Company"), a Delaware corporation, hereby certifies that J. P. CAREY ENTERPRISES, INC., or any permitted assignee thereof (the "Holder"), is entitled to purchase from the Company, at any time in whole, or from time to time in part, during the period commencing January 1, 1997, and ending at 5:00 p.m. Eastern Standard Time on September 15, 1999 (the "Exercise Period"), up to one hundred ninety-five thousand (195,000) fully paid and nonassessable shares of common stock, $.001 par value, of the Company (the "Common Stock"), at a purchase price of $0.73 per share; provided, however, that the number of shares of Common Stock to be issued and delivered by the Company upon any exercise of this Warrant and the purchase price to be paid for each such share shall be subject to adjustment from time to time as hereinafter provided in this Warrant. This Warrant and all warrants of like tenor which may be issued by the Company in exchange or substitution for, or upon the transfer or partial exercise of, this Warrant are hereinafter collectively referred to as the "Warrants"; the shares of Common Stock issuable and issued upon exercise of the Warrants are hereinafter collectively referred to as the "Warrant Shares" and the price payable for each of the Warrant Shares upon such exercise is hereinafter referred to as the "Warrant Price". 1. Exercise of Warrant. This Warrant may be exercised, as a whole at any one time or in part from time to time, during the Exercise Period, by the Holder by the surrender of this Warrant (with the subscription form at the end hereof duly executed by the Holder) at the address set forth in Section 9 hereof, together with payment in the manner hereinafter set forth, of an amount equal to the Warrant Price in effect at the date of such exercise multiplied by the total number of Warrant Shares to be purchased upon such exercise. Payment for Warrant Shares shall be made by a cashier's or certified check or money order, payable in New York Clearing House funds, to the order of the Company. If this Warrant is exercised in part, such exercise shall be for a whole number of Warrant Shares and the Holder shall be entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised. Upon any exercise and surrender of this Warrant, the Company (a) will issue and deliver to the Holder a certificate or certificates in the name of the Holder for the largest whole number of Warrant Shares to which the Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of any fractional Warrant Share to which the Holder otherwise might be entitled, cash in an amount equal to the fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall determine), and (b) will deliver to the Holder such other securities and properties which the Holder may be entitled to receive upon such exercise, or the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of this Warrant. 2. Reservation of Warrant Shares. 2.1 The Company covenants and agrees that all Warrant Shares which may be acquired by the Holder under this Warrant will, when issued and upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, and free from all restrictions on the sale or transfer thereof, except such restrictions as may be imposed under applicable federal and state securities laws and applicable exchange on which the Common Stock may be listed, and free and clear of all preemptive rights. 2.2 The Company covenants and agrees that it will, at all times, reserve and keep available an authorized number of shares of its Common Stock and other applicable securities sufficient to permit the exercise in full of this Warrant; and, if at the time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exercise of this Warrant, the Company will take such corporate action at its next annual meeting of stockholders as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, engaging in reasonable efforts to obtain the requisite stockholder approval of any necessary amendment to its Certificate of Incorporation. 3. Protection Against Dilution. 3.1 If, at any time or from time to time after the date of this Warrant, the Company shall distribute pro rata to all of the holders of its then outstanding shares of Common Stock (a) securities, other than shares of Common Stock or stock options, or (b) property, other than cash, without payment therefor, then, and in each such case, the Holder, upon the exercise of this Warrant, shall be entitled to receive the securities and property which the Holder would hold on the date of such exercise if, on the date of this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. 3.2 If, at any time or from time to time after the date of this Warrant, the Company shall (a) pay a dividend on its Common Stock in shares of Common Stock, (b) subdivide its outstanding shares of Common Stock into a greater number of shares, (c) combine its outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of its Common Stock any shares of any other class of capital stock of the Company, the number of Warrant Shares and the Warrant Price in effect immediately prior to such event shall be adjusted so that, upon exercise of this Warrant, the Holder shall be entitled to purchase under this Warrant, without additional consideration therefor, the number of shares of Common Stock or other capital stock of the Company which he would have owned or been entitled to purchase immediately following the happening of any of the events described above in this subsection 3.2 had this Warrant been exercised and the Holder become the holder of record of the Warrant Shares purchased upon such exercise immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution or the effective date of such subdivision, combination or reclassification at a Warrant Price equal to the aggregate consideration which the Holder would have had to pay for such Warrant Shares immediately prior to such event divided by the number of Warrant Shares the Holder is entitled to receive immediately after such event. An adjustment made pursuant to this subsection 3.2 shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection 3.2, the Holder of this Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and any other class of capital stock of the company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to all holders of the Warrants promptly after such adjustment) shall determine the allocation of the adjusted Warrant Price between or among shares of such classes of capital stock or shares of Common Stock and such other class of capital stock. 3.3 In case of any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the continuing or surviving corporation, or in case of any sale or conveyance to another entity of all or substantially all of the property of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have the right thereafter, upon exercise of this Warrant, to receive the kind and amount of securities, cash or other property which he would have owned or been entitled to receive immediately after such consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such consolidation, merger, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application thereafter of the provisions of this Section 3 with respect to the rights and interests of the Holder of this Warrant to the end that the provisions of this Section 3 thereafter shall be correspondingly applicable, as nearly as may reasonably be, to such securities and other property. Notice of any such consolidation, merger, sale or conveyance, and of said provisions so proposed to be made, shall be mailed to the Holder not less than thirty (30) days prior to such event. A sale of all, or substantially all, of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. 4. Fully Paid Stock; Taxes. The Company agrees that the shares of the Common Stock represented by each and every certificate for Warrant Shares delivered upon the exercise of this Warrant shall, at the time of such delivery, be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive rights, and the Company will take all such actions as may be necessary to assure that the par value or stated value, if any, per share of the Common Stock is at all times equal to or less than the Warrant Price. The Company further covenants and agrees that it will pay, when due and payable, any and all federal and state stamp, original issue or similar taxes which may be payable in respect of the issuance of any Warrant Share or certificate therefor. 5. Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, if, at any time during the Exercise Period, the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable efforts to cause such Registration Statement to become effective and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement. 5.2 Whenever the Company includes Warrant Shares in a Registration Statement, the Company shall (a) furnish the Holder of Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate the offer and sale of the Warrant Shares included in such Registration Statement; (b) use its reasonable efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify any Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification of Warrant Shares in such state; and, (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Shares. 5.3 The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares pursuant to the provisions of this Section 5, except underwriting discounts, brokerage commissions, and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties. 6. Investment Representation and Transferability. 6.1 By acceptance hereof, the Holder represents and warrants that this Warrant is being acquired, and all Warrant Shares to be purchased upon the exercise of this Warrant will be acquired, by the Holder solely for the account of such Holder, and not with a view to the fractionalization and distribution thereof, and will not be sold or transferred except in accordance with the applicable provisions of the Act and the rules and regulations of the Commission promulgated thereunder. The Holder covenants and agrees that this Warrant and the Warrant Shares will not be sold or transferred except under cover of a Registration Statement under the Act which the Commission has declared effective and which is current with respect to such Warrant and the Warrant Shares or pursuant to an opinion of counsel reasonably satisfactory to the Company that registration under the Act is not required in connection with such sale or transfer. Any Warrant Shares issued upon exercise of this Warrant shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and are restricted securities within the meaning thereof. Such securities may not be sold or transferred except pursuant to a Registration Statement under such Act which is effective and current with respect to such securities or pursuant to an opinion of counsel reasonably satisfactory to the issuer of such securities that such sale or transfer is exempt from the registration requirements of such Act. 6.2 The Holder agrees that the Company may refuse to permit the sale, transfer or disposition of this Warrant or any of the Warrant Shares unless there is in effect a Registration Statement under the Act and any applicable state securities law covering such transfer or the Holder furnishes an opinion of counsel, reasonably satisfactory to counsel for the Company, to the effect that such registration is not required. 6.3 The Holder understands that under the Act, this Warrant and the Warrant Shares must be held indefinitely unless they are subsequently registered under the Act or unless an exemption from such registration is available with respect to any proposed transfer or disposition of the Warrant or the Warrant Shares. 7. Loss, etc. of Warrant. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if mutilated, and upon reimbursement of the Company's reasonable incidental expenses, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor and denomination. 8. Warrant Holder Not Shareholder. This Warrant shall not be deemed to confer upon the Holder any right to vote or to consent to or receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof. 9. Notices. Except as otherwise specified herein to the contrary, all notices, requests, demands and other communications required or desired to be given hereunder shall only be effective if given in writing, by hand or fax, by certified or registered mail, return receipt requested, postage prepaid, or by U. S. Express Mail service, or by private overnight mail service (e.g., Federal Express). Any such notice shall be deemed to have been given (a) on the business day actually received if given by hand or by fax, (b) on the business day immediately subsequent to mailing, if sent by U.S. Express Mail service or private overnight mail service, or (c) five (5) business days following the mailing thereof, if mailed by certified or registered mail, postage prepaid, return receipt requested, and all such notices shall be sent to the following addresses (or to such other address or addresses as a party may have advised the other in the manner provided in this Section 9) to: If to the Company: Perma-Fix Environmental Services, Inc. 1940 Northwest 67th Place Gainesville, Florida 32606-1649 Attention: Dr. Louis F. Centofanti Chief Executive Officer Fax No.: (352) 373-0040 If to the Holder: J. P. Carey Enterprises, Inc. 3343 Peachtree Road, N.E., Suite 500 Atlanta, Georgia 30326 Attention: John C. Canouse Fax No.: (404) 816-6268 10. Headings. The headings of this Warrant have been inserted as a matter of convenience and shall not affect the construction hereof. 11. Applicable Law. This Warrant shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. IN WITNESS WHEREOF, this Warrant has been signed by the parties hereto this 16th day of September, 1996. PERMA-FIX ENVIRONMENTAL SERVICES, INC. By ___________________________ Dr. Louis F. Centofanti Chief Executive Officer (the "Company") J. P. CAREY ENTERPRISES, INC. By ___________________________ Name: _______________________ Title: _______________________ (the "Holder") BALL:\N-P\PESI\S-3\EXHIBIT4.8 SUBSCRIPTION The undersigned, ________________________, pursuant to the provisions of the foregoing Warrant, hereby agrees to subscribe for and purchase ____________________ shares of the Common Stock of PERMA-FIX ENVIRONMENTAL SERVICES, INC., covered by said Warrant, and makes payment therefor in full at the price per share provided by said Warrant pursuant to the terms of said Warrant. Dated:____________________ Signature_______________________ Address_________________________ ASSIGNMENT FOR VALUE RECEIVED, _________________________________ hereby sells, assigns and transfers unto _________________________________ the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint _________________________, attorney, to transfer said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES, INC. Dated:____________________ Signature_______________________ Address_________________________ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________________________ hereby sells, assigns and transfers unto _________________________________ the right to purchase _________ shares of the Common Stock of PERMA- FIX ENVIRONMENTAL SERVICES, INC. by the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint _________________________, attorney, to transfer that part of said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES, INC. Dated:____________________ Signature_______________________ Address_________________________ BALL:\N-P\PESI\S-3\EXHIBIT4.8 EX-4 3 EXHIBIT 4.9 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT (i) UNDER COVER OF A REGISTRATION STATEMENT UNDER THE ACT WHICH IS EFFECTIVE AND CURRENT WITH RESPECT TO THIS WARRANT OR SUCH SHARES OF COMMON STOCK, AS THE CASE MAY BE, OR (ii) PURSUANT TO THE WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR TRANSFER. PERMA-FIX ENVIRONMENTAL SERVICES, INC. Warrant for the Purchase of Shares of Common Stock No. 2-9-96 100,000 shares of September 16, 1996 Common Stock FOR VALUE RECEIVED, PERMA-FIX ENVIRONMENTAL SERVICES, INC. (the "Company"), a Delaware corporation, hereby certifies that J. P. CAREY ENTERPRISES, INC., or any permitted assignee thereof (the "Holder"), is entitled to purchase from the Company, at any time in whole, or from time to time in part, during the period commencing January 1, 1997, and ending at 5:00 p.m. Eastern Standard Time on September 15, 1999 (the "Exercise Period"), up to one hundred thousand (100,000) fully paid and nonassessable shares of common stock, $.001 par value, of the Company (the "Common Stock"), at a purchase price of $1.75 per share; provided, however, that the number of shares of Common Stock to be issued and delivered by the Company upon any exercise of this Warrant and the purchase price to be paid for each such share shall be subject to adjustment from time to time as hereinafter provided in this Warrant. This Warrant and all warrants of like tenor which may be issued by the Company in exchange or substitution for, or upon the transfer or partial exercise of, this Warrant are hereinafter collectively referred to as the "Warrants"; the shares of Common Stock issuable and issued upon exercise of the Warrants are hereinafter collectively referred to as the "Warrant Shares" and the price payable for each of the Warrant Shares upon such exercise is hereinafter referred to as the "Warrant Price". 1. Exercise of Warrant. This Warrant may be exercised, as a whole at any one time or in part from time to time, during the Exercise Period, by the Holder by the surrender of this Warrant (with the subscription form at the end hereof duly executed by the Holder) at the address set forth in Section 9 hereof, together with payment in the manner hereinafter set forth, of an amount equal to the Warrant Price in effect at the date of such exercise multiplied by the total number of Warrant Shares to be purchased upon such exercise. Payment for Warrant Shares shall be made by a cashier's or certified check or money order, payable in New York Clearing House funds, to the order of the Company. If this Warrant is exercised in part, such exercise shall be for a whole number of Warrant Shares and the Holder shall be entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised. Upon any exercise and surrender of this Warrant, the Company (a) will issue and deliver to the Holder a certificate or certificates in the name of the Holder for the largest whole number of Warrant Shares to which the Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of any fractional Warrant Share to which the Holder otherwise might be entitled, cash in an amount equal to the fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall determine), and (b) will deliver to the Holder such other securities and properties which the Holder may be entitled to receive upon such exercise, or the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of this Warrant. 2. Reservation of Warrant Shares. 2.1 The Company covenants and agrees that all Warrant Shares which may be acquired by the Holder under this Warrant will, when issued and upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, and free from all restrictions on the sale or transfer thereof, except such restrictions as may be imposed under applicable federal and state securities laws and applicable exchange on which the Common Stock may be listed, and free and clear of all preemptive rights. 2.2 The Company covenants and agrees that it will, at all times, reserve and keep available an authorized number of shares of its Common Stock and other applicable securities sufficient to permit the exercise in full of this Warrant; and, if at the time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exercise of this Warrant, the Company will take such corporate action at its next annual meeting of stockholders as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, engaging in reasonable efforts to obtain the requisite stockholder approval of any necessary amendment to its Certificate of Incorporation. 3. Protection Against Dilution. 3.1 If, at any time or from time to time after the date of this Warrant, the Company shall distribute pro rata to all of the holders of its then outstanding shares of Common Stock (a) securities, other than shares of Common Stock or stock options, or (b) property, other than cash, without payment therefor, then, and in each such case, the Holder, upon the exercise of this Warrant, shall be entitled to receive the securities and property which the Holder would hold on the date of such exercise if, on the date of this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. 3.2 If, at any time or from time to time after the date of this Warrant, the Company shall (a) pay a dividend on its Common Stock in shares of Common Stock, (b) subdivide its outstanding shares of Common Stock into a greater number of shares, (c) combine its outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of its Common Stock any shares of any other class of capital stock of the Company, the number of Warrant Shares and the Warrant Price in effect immediately prior to such event shall be adjusted so that, upon exercise of this Warrant, the Holder shall be entitled to purchase under this Warrant, without additional consideration therefor, the number of shares of Common Stock or other capital stock of the Company which he would have owned or been entitled to purchase immediately following the happening of any of the events described above in this subsection 3.2 had this Warrant been exercised and the Holder become the holder of record of the Warrant Shares purchased upon such exercise immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution or the effective date of such subdivision, combination or reclassification at a Warrant Price equal to the aggregate consideration which the Holder would have had to pay for such Warrant Shares immediately prior to such event divided by the number of Warrant Shares the Holder is entitled to receive immediately after such event. An adjustment made pursuant to this subsection 3.2 shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection 3.2, the Holder of this Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and any other class of capital stock of the company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to all holders of the Warrants promptly after such adjustment) shall determine the allocation of the adjusted Warrant Price between or among shares of such classes of capital stock or shares of Common Stock and such other class of capital stock. 3.3 In case of any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the continuing or surviving corporation, or in case of any sale or conveyance to another entity of all or substantially all of the property of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have the right thereafter, upon exercise of this Warrant, to receive the kind and amount of securities, cash or other property which he would have owned or been entitled to receive immediately after such consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such consolidation, merger, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application thereafter of the provisions of this Section 3 with respect to the rights and interests of the Holder of this Warrant to the end that the provisions of this Section 3 thereafter shall be correspondingly applicable, as nearly as may reasonably be, to such securities and other property. Notice of any such consolidation, merger, sale or conveyance, and of said provisions so proposed to be made, shall be mailed to the Holder not less than thirty (30) days prior to such event. A sale of all, or substantially all, of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. 4. Fully Paid Stock; Taxes. The Company agrees that the shares of the Common Stock represented by each and every certificate for Warrant Shares delivered upon the exercise of this Warrant shall, at the time of such delivery, be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive rights, and the Company will take all such actions as may be necessary to assure that the par value or stated value, if any, per share of the Common Stock is at all times equal to or less than the Warrant Price. The Company further covenants and agrees that it will pay, when due and payable, any and all federal and state stamp, original issue or similar taxes which may be payable in respect of the issuance of any Warrant Share or certificate therefor. 5. Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, if, at any time during the Exercise Period, the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable efforts to cause such Registration Statement to become effective and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement. 5.2 Whenever the Company includes Warrant Shares in a Registration Statement, the Company shall (a) furnish the Holder of Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate the offer and sale of the Warrant Shares included in such Registration Statement; (b) use its reasonable efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify any Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification of Warrant Shares in such state; and, (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Shares. 5.3 The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares pursuant to the provisions of this Section 5, except underwriting discounts, brokerage commissions, and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties. 6. Investment Representation and Transferability. 6.1 By acceptance hereof, the Holder represents and warrants that this Warrant is being acquired, and all Warrant Shares to be purchased upon the exercise of this Warrant will be acquired, by the Holder solely for the account of such Holder, and not with a view to the fractionalization and distribution thereof, and will not be sold or transferred except in accordance with the applicable provisions of the Act and the rules and regulations of the Commission promulgated thereunder. The Holder covenants and agrees that this Warrant and the Warrant Shares will not be sold or transferred except under cover of a Registration Statement under the Act which the Commission has declared effective and which is current with respect to such Warrant and the Warrant Shares or pursuant to an opinion of counsel reasonably satisfactory to the Company that registration under the Act is not required in connection with such sale or transfer. Any Warrant Shares issued upon exercise of this Warrant shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and are restricted securities within the meaning thereof. Such securities may not be sold or transferred except pursuant to a Registration Statement under such Act which is effective and current with respect to such securities or pursuant to an opinion of counsel reasonably satisfactory to the issuer of such securities that such sale or transfer is exempt from the registration requirements of such Act. 6.2 The Holder agrees that the Company may refuse to permit the sale, transfer or disposition of this Warrant or any of the Warrant Shares unless there is in effect a Registration Statement under the Act and any applicable state securities law covering such transfer or the Holder furnishes an opinion of counsel, reasonably satisfactory to counsel for the Company, to the effect that such registration is not required. 6.3 The Holder understands that under the Act, this Warrant and the Warrant Shares must be held indefinitely unless they are subsequently registered under the Act or unless an exemption from such registration is available with respect to any proposed transfer or disposition of the Warrant or the Warrant Shares. 7. Loss, etc. of Warrant. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if mutilated, and upon reimbursement of the Company's reasonable incidental expenses, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor and denomination. 8. Warrant Holder Not Shareholder. This Warrant shall not be deemed to confer upon the Holder any right to vote or to consent to or receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof. 9. Notices. Except as otherwise specified herein to the contrary, all notices, requests, demands and other communications required or desired to be given hereunder shall only be effective if given in writing, by hand or fax, by certified or registered mail, return receipt requested, postage prepaid, or by U. S. Express Mail service, or by private overnight mail service (e.g., Federal Express). Any such notice shall be deemed to have been given (a) on the business day actually received if given by hand or by fax, (b) on the business day immediately subsequent to mailing, if sent by U.S. Express Mail service or private overnight mail service, or (c) five (5) business days following the mailing thereof, if mailed by certified or registered mail, postage prepaid, return receipt requested, and all such notices shall be sent to the following addresses (or to such other address or addresses as a party may have advised the other in the manner provided in this Section 9) to: If to the Company: Perma-Fix Environmental Services, Inc. 1940 Northwest 67th Place Gainesville, Florida 32606-1649 Attention: Dr. Louis F. Centofanti Chief Executive Officer Fax No.: (352) 373-0040 If to the Holder: J. P. Carey Enterprises, Inc. 3343 Peachtree Road, N.E., Suite 500 Atlanta, Georgia 30326 Attention: John C. Canouse Fax No.: (404) 816-6268 10. Headings. The headings of this Warrant have been inserted as a matter of convenience and shall not affect the construction hereof. 11. Applicable Law. This Warrant shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. IN WITNESS WHEREOF, this Warrant has been signed by the parties hereto this 16th day of September, 1996. PERMA-FIX ENVIRONMENTAL SERVICES, INC. By ______________________________ Dr. Louis F. Centofanti Chief Executive Officer (the "Company") J. P. CAREY ENTERPRISES, INC. By ______________________________ Name: __________________________ Title: _________________________ (the "Holder") BALL:\N-P\PESI\S-3\EXHIBIT4.9 SUBSCRIPTION The undersigned, ________________________, pursuant to the provisions of the foregoing Warrant, hereby agrees to subscribe for and purchase ____________________ shares of the Common Stock of PERMA-FIX ENVIRONMENTAL SERVICES, INC., covered by said Warrant, and makes payment therefor in full at the price per share provided by said Warrant pursuant to the terms of said Warrant. Dated:____________________ Signature_______________________ Address_________________________ ASSIGNMENT FOR VALUE RECEIVED, _________________________________ hereby sells, assigns and transfers unto _________________________________ the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint _________________________, attorney, to transfer said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES, INC. Dated:____________________ Signature_______________________ Address_________________________ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________________________ hereby sells, assigns and transfers unto _________________________________ the right to purchase _________ shares of the Common Stock of PERMA- FIX ENVIRONMENTAL SERVICES, INC. by the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint _________________________, attorney, to transfer that part of said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES, INC. Dated:____________________ Signature_______________________ Address_________________________ BALL:\N-P\PESI\S-3\EXHIBIT4.9 EX-4 4 EXHIBIT 4.10 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT (i) UNDER COVER OF A REGISTRATION STATEMENT UNDER THE ACT WHICH IS EFFECTIVE AND CURRENT WITH RESPECT TO THIS WARRANT OR SUCH SHARES OF COMMON STOCK, AS THE CASE MAY BE, OR (ii) PURSUANT TO THE WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR TRANSFER. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT ("FLORIDA ACT") AND ARE BEING GRANTED AND SOLD IN RELIANCE UPON AN EXEMPTION CONTAINED IN SECTION 517.061 (11) THEREOF. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE REOFFERED FOR SALE OR RESOLD IN THE STATE OF FLORIDA UNLESS SUCH ARE REGISTERED OR THE TRANSACTION IS EXEMPT UNDER THE FLORIDA ACT. ANY SALE MADE UNDER THIS WARRANT TO A PERSON IN FLORIDA UNDER SUCH SUBSECTION IS VOIDABLE AT THE OPTION OF SUCH PERSON WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PERSON TO THE ISSUER OR ITS AGENT, OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THIS PRIVILEGE IS COMMUNICATED TO SUCH PERSON, WHICH EVER OCCURS LATER. PERMA-FIX ENVIRONMENTAL SERVICES, INC. Warrant for the Purchase of Shares of Common Stock No. 3-9-96 450,000 shares of September 16, 1996 Common Stock FOR VALUE RECEIVED, PERMA-FIX ENVIRONMENTAL SERVICES, INC. (the "Company"), a Delaware corporation, hereby certifies that J W CHARLES FINANCIAL SERVICES, INC., or any permitted assignee thereof (the "Holder"), is entitled to purchase from the Company, at any time in whole, or from time to time in part, during the period commencing January 1, 1997, and ending at 5:00 p.m. Eastern Standard Time on December 31, 1999 (the "Exercise Period"), up to four hundred fifty thousand (450,000) fully paid and nonassessable shares of common stock, $.001 par value, of the Company (the "Common Stock"), at a purchase price of $1.50 per share; provided, however, that the number of shares of Common Stock to be issued and delivered by the Company upon any exercise of this Warrant and the purchase price to be paid for each such share shall be subject to adjustment from time to time as hereinafter provided in this Warrant. This Warrant and all warrants of like tenor which may be issued by the Company in exchange or substitution for, or upon the transfer or partial exercise of, this Warrant are hereinafter collectively referred to as the "Warrants"; the shares of Common Stock issuable and issued upon exercise of the Warrants are hereinafter collectively referred to as the "Warrant Shares" and the price payable for each of the Warrant Shares upon such exercise is hereinafter referred to as the "Warrant Price". 1. Exercise of Warrant. This Warrant may be exercised, as a whole at any one time or in part from time to time, during the Exercise Period, by the Holder by the surrender of this Warrant (with the subscription form at the end hereof duly executed by the Holder) at the address set forth in Section 9 hereof, together with payment in the manner hereinafter set forth, of an amount equal to the Warrant Price in effect at the date of such exercise multiplied by the total number of Warrant Shares to be purchased upon such exercise. Payment for Warrant Shares shall be made by a cashier's or certified check or money order, payable in New York Clearing House funds, to the order of the Company. If this Warrant is exercised in part, such exercise shall be for a whole number of Warrant Shares and the Holder shall be entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised. Upon any exercise and surrender of this Warrant, the Company (a) will issue and deliver to the Holder a certificate or certificates in the name of the Holder for the largest whole number of Warrant Shares to which the Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of any fractional Warrant Share to which the Holder otherwise might be entitled, cash in an amount equal to the fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall determine), and (b) will deliver to the Holder such other securities and properties which the Holder may be entitled to receive upon such exercise, or the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of this Warrant. 2. Reservation of Warrant Shares. 2.1 The Company covenants and agrees that all Warrant Shares which may be acquired by the Holder under this Warrant will, when issued and upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, and free from all restrictions on the sale or transfer thereof, except such restrictions as may be imposed under applicable federal and state securities laws and applicable exchange on which the Common Stock may be listed, and free and clear of all preemptive rights. 2.2 The Company covenants and agrees that it will, at all times, reserve and keep available an authorized number of shares of its Common Stock and other applicable securities sufficient to permit the exercise in full of this Warrant; and, if at the time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exercise of this Warrant, the Company will take such corporate action at its next annual meeting of stockholders as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, engaging in reasonable efforts to obtain the requisite stockholder approval of any necessary amendment to its Certificate of Incorporation. 3. Protection Against Dilution. 3.1 If, at any time or from time to time after the date of this Warrant, the Company shall distribute pro rata to all of the holders of its then outstanding shares of Common Stock (a) securities, other than shares of Common Stock or stock options, or (b) property, other than cash, without payment therefor, then, and in each such case, the Holder, upon the exercise of this Warrant, shall be entitled to receive the securities and property which the Holder would hold on the date of such exercise if, on the date of this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. 3.2 If, at any time or from time to time after the date of this Warrant, the Company shall (a) pay a dividend on its Common Stock in shares of Common Stock, (b) subdivide its outstanding shares of Common Stock into a greater number of shares, (c) combine its outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of its Common Stock any shares of any other class of capital stock of the Company, the number of Warrant Shares and the Warrant Price in effect immediately prior to such event shall be adjusted so that, upon exercise of this Warrant, the Holder shall be entitled to purchase under this Warrant, without additional consideration therefor, the number of shares of Common Stock or other capital stock of the Company which he would have owned or been entitled to purchase immediately following the happening of any of the events described above in this subsection 3.2 had this Warrant been exercised and the Holder become the holder of record of the Warrant Shares purchased upon such exercise immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution or the effective date of such subdivision, combination or reclassification at a Warrant Price equal to the aggregate consideration which the Holder would have had to pay for such Warrant Shares immediately prior to such event divided by the number of Warrant Shares the Holder is entitled to receive immediately after such event. An adjustment made pursuant to this subsection 3.2 shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection 3.2, the Holder of this Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and any other class of capital stock of the company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to all holders of the Warrants promptly after such adjustment) shall determine the allocation of the adjusted Warrant Price between or among shares of such classes of capital stock or shares of Common Stock and such other class of capital stock. 3.3 In case of any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the continuing or surviving corporation, or in case of any sale or conveyance to another entity of all or substantially all of the property of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have the right thereafter, upon exercise of this Warrant, to receive the kind and amount of securities, cash or other property which he would have owned or been entitled to receive immediately after such consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such consolidation, merger, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application thereafter of the provisions of this Section 3 with respect to the rights and interests of the Holder of this Warrant to the end that the provisions of this Section 3 thereafter shall be correspondingly applicable, as nearly as may reasonably be, to such securities and other property. Notice of any such consolidation, merger, sale or conveyance, and of said provisions so proposed to be made, shall be mailed to the Holder not less than thirty (30) days prior to such event. A sale of all, or substantially all, of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. 4. Fully Paid Stock; Taxes. The Company agrees that the shares of the Common Stock represented by each and every certificate for Warrant Shares delivered upon the exercise of this Warrant shall, at the time of such delivery, be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive rights, and the Company will take all such actions as may be necessary to assure that the par value or stated value, if any, per share of the Common Stock is at all times equal to or less than the Warrant Price. The Company further covenants and agrees that it will pay, when due and payable, any and all federal and state stamp, original issue or similar taxes which may be payable in respect of the issuance of any Warrant Share or certificate therefor. 5. Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, if, at any time during the Exercise Period, the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable efforts to cause such Registration Statement to become effective and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement. 5.2 Whenever the Company includes Warrant Shares in a Registration Statement, the Company shall (a) furnish the Holder of Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate the offer and sale of the Warrant Shares included in such Registration Statement; (b) use its reasonable efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify any Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification of Warrant Shares in such state; and, (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Shares. 5.3 The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares pursuant to the provisions of this Section 5, except underwriting discounts, brokerage commissions, and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties. 6. Investment Representation and Transferability. 6.1 By acceptance hereof, the Holder represents and warrants that this Warrant is being acquired, and all Warrant Shares to be purchased upon the exercise of this Warrant will be acquired, by the Holder solely for the account of such Holder, and not with a view to the fractionalization and distribution thereof, and will not be sold or transferred except in accordance with the applicable provisions of the Act and the rules and regulations of the Commission promulgated thereunder. The Holder covenants and agrees that this Warrant and the Warrant Shares will not be sold or transferred except under cover of a Registration Statement under the Act which the Commission has declared effective and the applicable state securities laws and which is current with respect to such Warrant and the Warrant Shares or pursuant to an opinion of counsel reasonably satisfactory to the Company that registration under the Act and the applicable state securities laws is not required in connection with such sale or transfer. Any Warrant Shares issued upon exercise of this Warrant shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws, and are restricted securities within the meaning thereof. Such securities may not be sold or transferred except pursuant to a Registration Statement under such Act and applicable state securities laws which is effective and current with respect to such securities or pursuant to an opinion of counsel reasonably satisfactory to the issuer of such securities that such sale or transfer is exempt from the registration requirements of such Act and applicable state securities laws. 6.2 The Holder agrees that the Company may refuse to permit the sale, transfer or disposition of this Warrant or any of the Warrant Shares unless there is in effect a Registration Statement under the Act and any applicable state securities law covering such transfer or the Holder furnishes an opinion of counsel, reasonably satisfactory to counsel for the Company, to the effect that such registration is not required. 6.3 The Holder understands that under the Act, this Warrant and the Warrant Shares must be held indefinitely unless they are subsequently registered under the Act or unless an exemption from such registration is available with respect to any proposed transfer or disposition of the Warrant or the Warrant Shares. 7. Loss, etc. of Warrant. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if mutilated, and upon reimbursement of the Company's reasonable incidental expenses, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor and denomination. 8. Warrant Holder Not Shareholder. This Warrant shall not be deemed to confer upon the Holder any right to vote or to consent to or receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof. 9. Notices. Except as otherwise specified herein to the contrary, all notices, requests, demands and other communications required or desired to be given hereunder shall only be effective if given in writing, by hand or fax, by certified or registered mail, return receipt requested, postage prepaid, or by U. S. Express Mail service, or by private overnight mail service (e.g., Federal Express). Any such notice shall be deemed to have been given (a) on the business day actually received if given by hand or by fax, (b) on the business day immediately subsequent to mailing, if sent by U.S. Express Mail service or private overnight mail service, or (c) five (5) business days following the mailing thereof, if mailed by certified or registered mail, postage prepaid, return receipt requested, and all such notices shall be sent to the following addresses (or to such other address or addresses as a party may have advised the other in the manner provided in this Section 9) to: If to the Company: Perma-Fix Environmental Services, Inc. 1940 Northwest 67th Place Gainesville, Florida 32606-1649 Attention: Dr. Louis F. Centofanti Chief Executive Officer Fax No.: (352) 373-0040 If to the Holder: J W Charles Financial Services, Inc. 980 North Federal Highway, Suite 310 Boca Raton, Florida 33432 Attention: Mr. Joel Marks Vice Chairman Fax No.: (561) 338-2827 10. Headings. The headings of this Warrant have been inserted as a matter of convenience and shall not affect the construction hereof. 11. Applicable Law. This Warrant shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. IN WITNESS WHEREOF, this Warrant has been signed by the parties hereto this 16th day of September, 1996. PERMA-FIX ENVIRONMENTAL SERVICES, INC. By ______________________________ Dr. Louis F. Centofanti Chief Executive Officer (the "Company") J W CHARLES FINANCIAL SERVICES, INC. By ___________________________ Name: _________________________ Title: __________________________ (the "Holder") BALL:\N-P\PESI\S-3\EXHIBIT4.10 SUBSCRIPTION The undersigned, ________________________, pursuant to the provisions of the foregoing Warrant, hereby agrees to subscribe for and purchase ____________________ shares of the Common Stock of PERMA-FIX ENVIRONMENTAL SERVICES, INC., covered by said Warrant, and makes payment therefor in full at the price per share provided by said Warrant pursuant to the terms of said Warrant. Dated:____________________ Signature_______________________ Address_________________________ ASSIGNMENT FOR VALUE RECEIVED, _________________________________ hereby sells, assigns and transfers unto _________________________________ the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint _________________________, attorney, to transfer said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES, INC. Dated:____________________ Signature_______________________ Address_________________________ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________________________ hereby sells, assigns and transfers unto _________________________________ the right to purchase _________ shares of the Common Stock of PERMA- FIX ENVIRONMENTAL SERVICES, INC. by the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint _________________________, attorney, to transfer that part of said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES, INC. Dated:____________________ Signature_______________________ Address_________________________ BALL:\N-P\PESI\S-3\EXHIBIT4.10 EX-4 5 EXHIBIT 4.11 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT (i) UNDER COVER OF A REGISTRATION STATEMENT UNDER THE ACT WHICH IS EFFECTIVE AND CURRENT WITH RESPECT TO THIS WARRANT OR SUCH SHARES OF COMMON STOCK, AS THE CASE MAY BE, OR (ii) PURSUANT TO THE WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR TRANSFER. PERMA-FIX ENVIRONMENTAL SERVICES, INC. Warrant for the Purchase of Shares of Common Stock No. 4-9-96 75,000 shares of September 16, 1996 Common Stock FOR VALUE RECEIVED, PERMA-FIX ENVIRONMENTAL SERVICES, INC. (the "Company"), a Delaware corporation, hereby certifies that SEARCH GROUP CAPITAL, INC., or any permitted assignee thereof (the "Holder"), is entitled to purchase from the Company, at any time in whole, or from time to time in part, during the period commencing January 1, 1997, and ending at 5:00 p.m. Eastern Standard Time on September 15, 1999 (the "Exercise Period"), up to seventy-five thousand (75,000) fully paid and nonassessable shares of common stock, $.001 par value, of the Company (the "Common Stock"), at a purchase price of $1.06 per share; provided, however, that the number of shares of Common Stock to be issued and delivered by the Company upon any exercise of this Warrant and the purchase price to be paid for each such share shall be subject to adjustment from time to time as hereinafter provided in this Warrant. This Warrant and all warrants of like tenor which may be issued by the Company in exchange or substitution for, or upon the transfer or partial exercise of, this Warrant are hereinafter collectively referred to as the "Warrants"; the shares of Common Stock issuable and issued upon exercise of the Warrants are hereinafter collectively referred to as the "Warrant Shares" and the price payable for each of the Warrant Shares upon such exercise is hereinafter referred to as the "Warrant Price". 1. Exercise of Warrant. This Warrant may be exercised, as a whole at any one time or in part from time to time, during the Exercise Period, by the Holder by the surrender of this Warrant (with the subscription form at the end hereof duly executed by the Holder) at the address set forth in Section 9 hereof, together with payment in the manner hereinafter set forth, of an amount equal to the Warrant Price in effect at the date of such exercise multiplied by the total number of Warrant Shares to be purchased upon such exercise. Payment for Warrant Shares shall be made by a cashier's or certified check or money order, payable in New York Clearing House funds, to the order of the Company. If this Warrant is exercised in part, such exercise shall be for a whole number of Warrant Shares and the Holder shall be entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised. Upon any exercise and surrender of this Warrant, the Company (a) will issue and deliver to the Holder a certificate or certificates in the name of the Holder for the largest whole number of Warrant Shares to which the Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of any fractional Warrant Share to which the Holder otherwise might be entitled, cash in an amount equal to the fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall determine), and (b) will deliver to the Holder such other securities and properties which the Holder may be entitled to receive upon such exercise, or the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of this Warrant. 2. Reservation of Warrant Shares. 2.1 The Company covenants and agrees that all Warrant Shares which may be acquired by the Holder under this Warrant will, when issued and upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, and free from all restrictions on the sale or transfer thereof, except such restrictions as may be imposed under applicable federal and state securities laws and applicable exchange on which the Common Stock may be listed, and free and clear of all preemptive rights. 2.2 The Company covenants and agrees that it will, at all times, reserve and keep available an authorized number of shares of its Common Stock and other applicable securities sufficient to permit the exercise in full of this Warrant; and, if at the time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exercise of this Warrant, the Company will take such corporate action at its next annual meeting of stockholders as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, engaging in reasonable efforts to obtain the requisite stockholder approval of any necessary amendment to its Certificate of Incorporation. 3. Protection Against Dilution. 3.1 If, at any time or from time to time after the date of this Warrant, the Company shall distribute pro rata to all of the holders of its then outstanding shares of Common Stock (a) securities, other than shares of Common Stock or stock options, or (b) property, other than cash, without payment therefor, then, and in each such case, the Holder, upon the exercise of this Warrant, shall be entitled to receive the securities and property which the Holder would hold on the date of such exercise if, on the date of this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. 3.2 If, at any time or from time to time after the date of this Warrant, the Company shall (a) pay a dividend on its Common Stock in shares of Common Stock, (b) subdivide its outstanding shares of Common Stock into a greater number of shares, (c) combine its outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of its Common Stock any shares of any other class of capital stock of the Company, the number of Warrant Shares and the Warrant Price in effect immediately prior to such event shall be adjusted so that, upon exercise of this Warrant, the Holder shall be entitled to purchase under this Warrant, without additional consideration therefor, the number of shares of Common Stock or other capital stock of the Company which he would have owned or been entitled to purchase immediately following the happening of any of the events described above in this subsection 3.2 had this Warrant been exercised and the Holder become the holder of record of the Warrant Shares purchased upon such exercise immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution or the effective date of such subdivision, combination or reclassification at a Warrant Price equal to the aggregate consideration which the Holder would have had to pay for such Warrant Shares immediately prior to such event divided by the number of Warrant Shares the Holder is entitled to receive immediately after such event. An adjustment made pursuant to this subsection 3.2 shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection 3.2, the Holder of this Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and any other class of capital stock of the company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to all holders of the Warrants promptly after such adjustment) shall determine the allocation of the adjusted Warrant Price between or among shares of such classes of capital stock or shares of Common Stock and such other class of capital stock. 3.3 In case of any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the continuing or surviving corporation, or in case of any sale or conveyance to another entity of all or substantially all of the property of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have the right thereafter, upon exercise of this Warrant, to receive the kind and amount of securities, cash or other property which he would have owned or been entitled to receive immediately after such consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such consolidation, merger, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application thereafter of the provisions of this Section 3 with respect to the rights and interests of the Holder of this Warrant to the end that the provisions of this Section 3 thereafter shall be correspondingly applicable, as nearly as may reasonably be, to such securities and other property. Notice of any such consolidation, merger, sale or conveyance, and of said provisions so proposed to be made, shall be mailed to the Holder not less than thirty (30) days prior to such event. A sale of all, or substantially all, of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. 4. Fully Paid Stock; Taxes. The Company agrees that the shares of the Common Stock represented by each and every certificate for Warrant Shares delivered upon the exercise of this Warrant shall, at the time of such delivery, be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive rights, and the Company will take all such actions as may be necessary to assure that the par value or stated value, if any, per share of the Common Stock is at all times equal to or less than the Warrant Price. The Company further covenants and agrees that it will pay, when due and payable, any and all federal and state stamp, original issue or similar taxes which may be payable in respect of the issuance of any Warrant Share or certificate therefor. 5. Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, if, at any time during the Exercise Period, the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable efforts to cause such Registration Statement to become effective and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement. 5.2 Whenever the Company includes Warrant Shares in a Registration Statement, the Company shall (a) furnish the Holder of Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate the offer and sale of the Warrant Shares included in such Registration Statement; (b) use its reasonable efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify any Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification of Warrant Shares in such state; and, (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Shares. 5.3 The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares pursuant to the provisions of this Section 5, except underwriting discounts, brokerage commissions, and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties. 6. Investment Representation and Transferability. 6.1 By acceptance hereof, the Holder represents and warrants that this Warrant is being acquired, and all Warrant Shares to be purchased upon the exercise of this Warrant will be acquired, by the Holder solely for the account of such Holder, and not with a view to the fractionalization and distribution thereof, and will not be sold or transferred except in accordance with the applicable provisions of the Act and the rules and regulations of the Commission promulgated thereunder. The Holder covenants and agrees that this Warrant and the Warrant Shares will not be sold or transferred except under cover of a Registration Statement under the Act which the Commission has declared effective and which is current with respect to such Warrant and the Warrant Shares or pursuant to an opinion of counsel reasonably satisfactory to the Company that registration under the Act is not required in connection with such sale or transfer. Any Warrant Shares issued upon exercise of this Warrant shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and are restricted securities within the meaning thereof. Such securities may not be sold or transferred except pursuant to a Registration Statement under such Act which is effective and current with respect to such securities or pursuant to an opinion of counsel reasonably satisfactory to the issuer of such securities that such sale or transfer is exempt from the registration requirements of such Act. 6.2 The Holder agrees that the Company may refuse to permit the sale, transfer or disposition of this Warrant or any of the Warrant Shares unless there is in effect a Registration Statement under the Act and any applicable state securities law covering such transfer or the Holder furnishes an opinion of counsel, reasonably satisfactory to counsel for the Company, to the effect that such registration is not required. 6.3 The Holder understands that under the Act, this Warrant and the Warrant Shares must be held indefinitely unless they are subsequently registered under the Act or unless an exemption from such registration is available with respect to any proposed transfer or disposition of the Warrant or the Warrant Shares. 7. Loss, etc. of Warrant. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if mutilated, and upon reimbursement of the Company's reasonable incidental expenses, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor and denomination. 8. Warrant Holder Not Shareholder. This Warrant shall not be deemed to confer upon the Holder any right to vote or to consent to or receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof. 9. Notices. Except as otherwise specified herein to the contrary, all notices, requests, demands and other communications required or desired to be given hereunder shall only be effective if given in writing, by hand or fax, by certified or registered mail, return receipt requested, postage prepaid, or by U. S. Express Mail service, or by private overnight mail service (e.g., Federal Express). Any such notice shall be deemed to have been given (a) on the business day actually received if given by hand or by fax, (b) on the business day immediately subsequent to mailing, if sent by U.S. Express Mail service or private overnight mail service, or (c) five (5) business days following the mailing thereof, if mailed by certified or registered mail, postage prepaid, return receipt requested, and all such notices shall be sent to the following addresses (or to such other address or addresses as a party may have advised the other in the manner provided in this Section 9) to: If to the Company: Perma-Fix Environmental Services, Inc. 1940 Northwest 67th Place Gainesville, Florida 32606-1649 Attention: Dr. Louis F. Centofanti Chief Executive Officer Fax No.: (352) 373-0040 If to the Holder: Search Group Capital, Inc. 3131 Piedmont Road, Suite 205 Atlanta, Georgia 30305 Attention: R. Keith Fetter Fax No.: (404) 233-0440 10. Headings. The headings of this Warrant have been inserted as a matter of convenience and shall not affect the construction hereof. 11. Applicable Law. This Warrant shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. IN WITNESS WHEREOF, this Warrant has been signed by the parties hereto this 16th day of September, 1996. PERMA-FIX ENVIRONMENTAL SERVICES, INC. By ______________________________ Dr. Louis F. Centofanti Chief Executive Officer (the "Company") SEARCH GROUP CAPITAL, INC. By ______________________________ R. Keith Fetter President (the "Holder") BALL:\N-P\PESI\S-3\EXHIBIT4.11 SUBSCRIPTION The undersigned, ________________________, pursuant to the provisions of the foregoing Warrant, hereby agrees to subscribe for and purchase ____________________ shares of the Common Stock of PERMA-FIX ENVIRONMENTAL SERVICES, INC., covered by said Warrant, and makes payment therefor in full at the price per share provided by said Warrant pursuant to the terms of said Warrant. Dated:____________________ Signature_______________________ Address_________________________ ASSIGNMENT FOR VALUE RECEIVED, _________________________________ hereby sells, assigns and transfers unto _________________________________ the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint _________________________, attorney, to transfer said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES, INC. Dated:____________________ Signature______________________ Address_________________________ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________________________ hereby sells, assigns and transfers unto _________________________________ the right to purchase _________ shares of the Common Stock of PERMA- FIX ENVIRONMENTAL SERVICES, INC. by the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint _________________________, attorney, to transfer that part of said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES, INC. Dated:____________________ Signature_______________________ Address_________________________ BALL:\N-P\PESI\S-3\EXHIBIT4.11 EX-4 6 EXHIBIT 4.12 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT (i) UNDER COVER OF A REGISTRATION STATEMENT UNDER THE ACT WHICH IS EFFECTIVE AND CURRENT WITH RESPECT TO THIS WARRANT OR SUCH SHARES OF COMMON STOCK, AS THE CASE MAY BE, OR (ii) PURSUANT TO THE WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR TRANSFER. PERMA-FIX ENVIRONMENTAL SERVICES, INC. Warrant for the Purchase of Shares of Common Stock No. 5-9-96 50,000 shares of September 16, 1996 Common Stock FOR VALUE RECEIVED, PERMA-FIX ENVIRONMENTAL SERVICES, INC. (the "Company"), a Delaware corporation, hereby certifies that SEARCH GROUP CAPITAL, INC., or any permitted assignee thereof (the "Holder"), is entitled to purchase from the Company, at any time in whole, or from time to time in part, during the period commencing January 1, 1997, and ending at 5:00 p.m. Eastern Standard Time on September 15, 1999 (the "Exercise Period"), up to fifty thousand (50,000) fully paid and nonassessable shares of common stock, $.001 par value, of the Company (the "Common Stock"), at a purchase price of $1.50 per share; provided, however, that the number of shares of Common Stock to be issued and delivered by the Company upon any exercise of this Warrant and the purchase price to be paid for each such share shall be subject to adjustment from time to time as hereinafter provided in this Warrant. This Warrant and all warrants of like tenor which may be issued by the Company in exchange or substitution for, or upon the transfer or partial exercise of, this Warrant are hereinafter collectively referred to as the "Warrants"; the shares of Common Stock issuable and issued upon exercise of the Warrants are hereinafter collectively referred to as the "Warrant Shares" and the price payable for each of the Warrant Shares upon such exercise is hereinafter referred to as the "Warrant Price". 1. Exercise of Warrant. This Warrant may be exercised, as a whole at any one time or in part from time to time, during the Exercise Period, by the Holder by the surrender of this Warrant (with the subscription form at the end hereof duly executed by the Holder) at the address set forth in Section 9 hereof, together with payment in the manner hereinafter set forth, of an amount equal to the Warrant Price in effect at the date of such exercise multiplied by the total number of Warrant Shares to be purchased upon such exercise. Payment for Warrant Shares shall be made by a cashier's or certified check or money order, payable in New York Clearing House funds, to the order of the Company. If this Warrant is exercised in part, such exercise shall be for a whole number of Warrant Shares and the Holder shall be entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised. Upon any exercise and surrender of this Warrant, the Company (a) will issue and deliver to the Holder a certificate or certificates in the name of the Holder for the largest whole number of Warrant Shares to which the Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of any fractional Warrant Share to which the Holder otherwise might be entitled, cash in an amount equal to the fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall determine), and (b) will deliver to the Holder such other securities and properties which the Holder may be entitled to receive upon such exercise, or the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of this Warrant. 2. Reservation of Warrant Shares. 2.1 The Company covenants and agrees that all Warrant Shares which may be acquired by the Holder under this Warrant will, when issued and upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, and free from all restrictions on the sale or transfer thereof, except such restrictions as may be imposed under applicable federal and state securities laws and applicable exchange on which the Common Stock may be listed, and free and clear of all preemptive rights. 2.2 The Company covenants and agrees that it will, at all times, reserve and keep available an authorized number of shares of its Common Stock and other applicable securities sufficient to permit the exercise in full of this Warrant; and, if at the time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exercise of this Warrant, the Company will take such corporate action at its next annual meeting of stockholders as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, engaging in reasonable efforts to obtain the requisite stockholder approval of any necessary amendment to its Certificate of Incorporation. 3. Protection Against Dilution. 3.1 If, at any time or from time to time after the date of this Warrant, the Company shall distribute pro rata to all of the holders of its then outstanding shares of Common Stock (a) securities, other than shares of Common Stock or stock options, or (b) property, other than cash, without payment therefor, then, and in each such case, the Holder, upon the exercise of this Warrant, shall be entitled to receive the securities and property which the Holder would hold on the date of such exercise if, on the date of this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. 3.2 If, at any time or from time to time after the date of this Warrant, the Company shall (a) pay a dividend on its Common Stock in shares of Common Stock, (b) subdivide its outstanding shares of Common Stock into a greater number of shares, (c) combine its outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of its Common Stock any shares of any other class of capital stock of the Company, the number of Warrant Shares and the Warrant Price in effect immediately prior to such event shall be adjusted so that, upon exercise of this Warrant, the Holder shall be entitled to purchase under this Warrant, without additional consideration therefor, the number of shares of Common Stock or other capital stock of the Company which he would have owned or been entitled to purchase immediately following the happening of any of the events described above in this subsection 3.2 had this Warrant been exercised and the Holder become the holder of record of the Warrant Shares purchased upon such exercise immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution or the effective date of such subdivision, combination or reclassification at a Warrant Price equal to the aggregate consideration which the Holder would have had to pay for such Warrant Shares immediately prior to such event divided by the number of Warrant Shares the Holder is entitled to receive immediately after such event. An adjustment made pursuant to this subsection 3.2 shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection 3.2, the Holder of this Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and any other class of capital stock of the company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to all holders of the Warrants promptly after such adjustment) shall determine the allocation of the adjusted Warrant Price between or among shares of such classes of capital stock or shares of Common Stock and such other class of capital stock. 3.3 In case of any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the continuing or surviving corporation, or in case of any sale or conveyance to another entity of all or substantially all of the property of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have the right thereafter, upon exercise of this Warrant, to receive the kind and amount of securities, cash or other property which he would have owned or been entitled to receive immediately after such consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such consolidation, merger, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application thereafter of the provisions of this Section 3 with respect to the rights and interests of the Holder of this Warrant to the end that the provisions of this Section 3 thereafter shall be correspondingly applicable, as nearly as may reasonably be, to such securities and other property. Notice of any such consolidation, merger, sale or conveyance, and of said provisions so proposed to be made, shall be mailed to the Holder not less than thirty (30) days prior to such event. A sale of all, or substantially all, of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. 4. Fully Paid Stock; Taxes. The Company agrees that the shares of the Common Stock represented by each and every certificate for Warrant Shares delivered upon the exercise of this Warrant shall, at the time of such delivery, be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive rights, and the Company will take all such actions as may be necessary to assure that the par value or stated value, if any, per share of the Common Stock is at all times equal to or less than the Warrant Price. The Company further covenants and agrees that it will pay, when due and payable, any and all federal and state stamp, original issue or similar taxes which may be payable in respect of the issuance of any Warrant Share or certificate therefor. 5. Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, if, at any time during the Exercise Period, the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable efforts to cause such Registration Statement to become effective and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement. 5.2 Whenever the Company includes Warrant Shares in a Registration Statement, the Company shall (a) furnish the Holder of Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate the offer and sale of the Warrant Shares included in such Registration Statement; (b) use its reasonable efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify any Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification of Warrant Shares in such state; and, (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Shares. 5.3 The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares pursuant to the provisions of this Section 5, except underwriting discounts, brokerage commissions, and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties. 6. Investment Representation and Transferability. 6.1 By acceptance hereof, the Holder represents and warrants that this Warrant is being acquired, and all Warrant Shares to be purchased upon the exercise of this Warrant will be acquired, by the Holder solely for the account of such Holder, and not with a view to the fractionalization and distribution thereof, and will not be sold or transferred except in accordance with the applicable provisions of the Act and the rules and regulations of the Commission promulgated thereunder. The Holder covenants and agrees that this Warrant and the Warrant Shares will not be sold or transferred except under cover of a Registration Statement under the Act which the Commission has declared effective and which is current with respect to such Warrant and the Warrant Shares or pursuant to an opinion of counsel reasonably satisfactory to the Company that registration under the Act is not required in connection with such sale or transfer. Any Warrant Shares issued upon exercise of this Warrant shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and are restricted securities within the meaning thereof. Such securities may not be sold or transferred except pursuant to a Registration Statement under such Act which is effective and current with respect to such securities or pursuant to an opinion of counsel reasonably satisfactory to the issuer of such securities that such sale or transfer is exempt from the registration requirements of such Act. 6.2 The Holder agrees that the Company may refuse to permit the sale, transfer or disposition of this Warrant or any of the Warrant Shares unless there is in effect a Registration Statement under the Act and any applicable state securities law covering such transfer or the Holder furnishes an opinion of counsel, reasonably satisfactory to counsel for the Company, to the effect that such registration is not required. 6.3 The Holder understands that under the Act, this Warrant and the Warrant Shares must be held indefinitely unless they are subsequently registered under the Act or unless an exemption from such registration is available with respect to any proposed transfer or disposition of the Warrant or the Warrant Shares. 7. Loss, etc. of Warrant. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if mutilated, and upon reimbursement of the Company's reasonable incidental expenses, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor and denomination. 8. Warrant Holder Not Shareholder. This Warrant shall not be deemed to confer upon the Holder any right to vote or to consent to or receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof. 9. Notices. Except as otherwise specified herein to the contrary, all notices, requests, demands and other communications required or desired to be given hereunder shall only be effective if given in writing, by hand or fax, by certified or registered mail, return receipt requested, postage prepaid, or by U. S. Express Mail service, or by private overnight mail service (e.g., Federal Express). Any such notice shall be deemed to have been given (a) on the business day actually received if given by hand or by fax, (b) on the business day immediately subsequent to mailing, if sent by U.S. Express Mail service or private overnight mail service, or (c) five (5) business days following the mailing thereof, if mailed by certified or registered mail, postage prepaid, return receipt requested, and all such notices shall be sent to the following addresses (or to such other address or addresses as a party may have advised the other in the manner provided in this Section 9) to: If to the Company: Perma-Fix Environmental Services, Inc. 1940 Northwest 67th Place Gainesville, Florida 32606-1649 Attention: Dr. Louis F. Centofanti Chief Executive Officer Fax No.: (352) 373-0040 If to the Holder: Search Group Capital, Inc. 3131 Piedmont Road, Suite 205 Atlanta, Georgia 30305 Attention: R. Keith Fetter Fax No.: (404) 233-6999 10. Headings. The headings of this Warrant have been inserted as a matter of convenience and shall not affect the construction hereof. 11. Applicable Law. This Warrant shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. IN WITNESS WHEREOF, this Warrant has been signed by the parties hereto this 16th day of September, 1996. PERMA-FIX ENVIRONMENTAL SERVICES, INC. By ______________________________ Dr. Louis F. Centofanti Chief Executive Officer (the "Company") SEARCH GROUP CAPITAL, INC. By ______________________________ R. Keith Fetter President (the "Holder") BALL:\N-P\PESI\S-3\EXHIBIT4.12 SUBSCRIPTION The undersigned, ________________________, pursuant to the provisions of the foregoing Warrant, hereby agrees to subscribe for and purchase ____________________ shares of the Common Stock of PERMA-FIX ENVIRONMENTAL SERVICES, INC., covered by said Warrant, and makes payment therefor in full at the price per share provided by said Warrant pursuant to the terms of said Warrant. Dated:____________________ Signature_______________________ Address_________________________ ASSIGNMENT FOR VALUE RECEIVED, _________________________________ hereby sells, assigns and transfers unto _________________________________ the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint _________________________, attorney, to transfer said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES, INC. Dated:____________________ Signature_______________________ Address________________________ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________________________ hereby sells, assigns and transfers unto _________________________________ the right to purchase _________ shares of the Common Stock of PERMA- FIX ENVIRONMENTAL SERVICES, INC. by the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint _________________________, attorney, to transfer that part of said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES, INC. Dated:____________________ Signature_______________________ Address_________________________ BALL:\N-P\PESI\S-3\EXHIBIT4.12 EX-4 7 EXHIBIT 4.13 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT (i) UNDER COVER OF A REGISTRATION STATEMENT UNDER THE ACT WHICH IS EFFECTIVE AND CURRENT WITH RESPECT TO THIS WARRANT OR SUCH SHARES OF COMMON STOCK, AS THE CASE MAY BE, OR (ii) PURSUANT TO THE WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR TRANSFER. PERMA-FIX ENVIRONMENTAL SERVICES, INC. Warrant for the Purchase of Shares of Common Stock No. 6-9-96 50,000 shares of September 16, 1996 Common Stock FOR VALUE RECEIVED, PERMA-FIX ENVIRONMENTAL SERVICES, INC. (the "Company"), a Delaware corporation, hereby certifies that SEARCH GROUP CAPITAL, INC., or any permitted assignee thereof (the "Holder"), is entitled to purchase from the Company, at any time in whole, or from time to time in part, during the period commencing January 1, 1997, and ending at 5:00 p.m. Eastern Standard Time on September 15, 1999 (the "Exercise Period"), up to fifty thousand (50,000) fully paid and nonassessable shares of common stock, $.001 par value, of the Company (the "Common Stock"), at a purchase price of $1.06 per share; provided, however, that the number of shares of Common Stock to be issued and delivered by the Company upon any exercise of this Warrant and the purchase price to be paid for each such share shall be subject to adjustment from time to time as hereinafter provided in this Warrant. This Warrant and all warrants of like tenor which may be issued by the Company in exchange or substitution for, or upon the transfer or partial exercise of, this Warrant are hereinafter collectively referred to as the "Warrants"; the shares of Common Stock issuable and issued upon exercise of the Warrants are hereinafter collectively referred to as the "Warrant Shares" and the price payable for each of the Warrant Shares upon such exercise is hereinafter referred to as the "Warrant Price". 1. Exercise of Warrant. This Warrant may be exercised, as a whole at any one time or in part from time to time, during the Exercise Period, by the Holder by the surrender of this Warrant (with the subscription form at the end hereof duly executed by the Holder) at the address set forth in Section 9 hereof, together with payment in the manner hereinafter set forth, of an amount equal to the Warrant Price in effect at the date of such exercise multiplied by the total number of Warrant Shares to be purchased upon such exercise. Payment for Warrant Shares shall be made by a cashier's or certified check or money order, payable in New York Clearing House funds, to the order of the Company. If this Warrant is exercised in part, such exercise shall be for a whole number of Warrant Shares and the Holder shall be entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised. Upon any exercise and surrender of this Warrant, the Company (a) will issue and deliver to the Holder a certificate or certificates in the name of the Holder for the largest whole number of Warrant Shares to which the Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of any fractional Warrant Share to which the Holder otherwise might be entitled, cash in an amount equal to the fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall determine), and (b) will deliver to the Holder such other securities and properties which the Holder may be entitled to receive upon such exercise, or the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of this Warrant. 2. Reservation of Warrant Shares. 2.1 The Company covenants and agrees that all Warrant Shares which may be acquired by the Holder under this Warrant will, when issued and upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, and free from all restrictions on the sale or transfer thereof, except such restrictions as may be imposed under applicable federal and state securities laws and applicable exchange on which the Common Stock may be listed, and free and clear of all preemptive rights. 2.2 The Company covenants and agrees that it will, at all times, reserve and keep available an authorized number of shares of its Common Stock and other applicable securities sufficient to permit the exercise in full of this Warrant; and, if at the time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exercise of this Warrant, the Company will take such corporate action at its next annual meeting of stockholders as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, engaging in reasonable efforts to obtain the requisite stockholder approval of any necessary amendment to its Certificate of Incorporation. 3. Protection Against Dilution. 3.1 If, at any time or from time to time after the date of this Warrant, the Company shall distribute pro rata to all of the holders of its then outstanding shares of Common Stock (a) securities, other than shares of Common Stock or stock options, or (b) property, other than cash, without payment therefor, then, and in each such case, the Holder, upon the exercise of this Warrant, shall be entitled to receive the securities and property which the Holder would hold on the date of such exercise if, on the date of this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. 3.2 If, at any time or from time to time after the date of this Warrant, the Company shall (a) pay a dividend on its Common Stock in shares of Common Stock, (b) subdivide its outstanding shares of Common Stock into a greater number of shares, (c) combine its outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of its Common Stock any shares of any other class of capital stock of the Company, the number of Warrant Shares and the Warrant Price in effect immediately prior to such event shall be adjusted so that, upon exercise of this Warrant, the Holder shall be entitled to purchase under this Warrant, without additional consideration therefor, the number of shares of Common Stock or other capital stock of the Company which he would have owned or been entitled to purchase immediately following the happening of any of the events described above in this subsection 3.2 had this Warrant been exercised and the Holder become the holder of record of the Warrant Shares purchased upon such exercise immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution or the effective date of such subdivision, combination or reclassification at a Warrant Price equal to the aggregate consideration which the Holder would have had to pay for such Warrant Shares immediately prior to such event divided by the number of Warrant Shares the Holder is entitled to receive immediately after such event. An adjustment made pursuant to this subsection 3.2 shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection 3.2, the Holder of this Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and any other class of capital stock of the company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to all holders of the Warrants promptly after such adjustment) shall determine the allocation of the adjusted Warrant Price between or among shares of such classes of capital stock or shares of Common Stock and such other class of capital stock. 3.3 In case of any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the continuing or surviving corporation, or in case of any sale or conveyance to another entity of all or substantially all of the property of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have the right thereafter, upon exercise of this Warrant, to receive the kind and amount of securities, cash or other property which he would have owned or been entitled to receive immediately after such consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such consolidation, merger, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application thereafter of the provisions of this Section 3 with respect to the rights and interests of the Holder of this Warrant to the end that the provisions of this Section 3 thereafter shall be correspondingly applicable, as nearly as may reasonably be, to such securities and other property. Notice of any such consolidation, merger, sale or conveyance, and of said provisions so proposed to be made, shall be mailed to the Holder not less than thirty (30) days prior to such event. A sale of all, or substantially all, of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. 4. Fully Paid Stock; Taxes. The Company agrees that the shares of the Common Stock represented by each and every certificate for Warrant Shares delivered upon the exercise of this Warrant shall, at the time of such delivery, be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive rights, and the Company will take all such actions as may be necessary to assure that the par value or stated value, if any, per share of the Common Stock is at all times equal to or less than the Warrant Price. The Company further covenants and agrees that it will pay, when due and payable, any and all federal and state stamp, original issue or similar taxes which may be payable in respect of the issuance of any Warrant Share or certificate therefor. 5. Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, if, at any time during the Exercise Period, the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable efforts to cause such Registration Statement to become effective and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement. 5.2 Whenever the Company includes Warrant Shares in a Registration Statement, the Company shall (a) furnish the Holder of Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate the offer and sale of the Warrant Shares included in such Registration Statement; (b) use its reasonable efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify any Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification of Warrant Shares in such state; and, (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Shares. 5.3 The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares pursuant to the provisions of this Section 5, except underwriting discounts, brokerage commissions, and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties. 6. Investment Representation and Transferability. 6.1 By acceptance hereof, the Holder represents and warrants that this Warrant is being acquired, and all Warrant Shares to be purchased upon the exercise of this Warrant will be acquired, by the Holder solely for the account of such Holder, and not with a view to the fractionalization and distribution thereof, and will not be sold or transferred except in accordance with the applicable provisions of the Act and the rules and regulations of the Commission promulgated thereunder. The Holder covenants and agrees that this Warrant and the Warrant Shares will not be sold or transferred except under cover of a Registration Statement under the Act which the Commission has declared effective and which is current with respect to such Warrant and the Warrant Shares or pursuant to an opinion of counsel reasonably satisfactory to the Company that registration under the Act is not required in connection with such sale or transfer. Any Warrant Shares issued upon exercise of this Warrant shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and are restricted securities within the meaning thereof. Such securities may not be sold or transferred except pursuant to a Registration Statement under such Act which is effective and current with respect to such securities or pursuant to an opinion of counsel reasonably satisfactory to the issuer of such securities that such sale or transfer is exempt from the registration requirements of such Act. 6.2 The Holder agrees that the Company may refuse to permit the sale, transfer or disposition of this Warrant or any of the Warrant Shares unless there is in effect a Registration Statement under the Act and any applicable state securities law covering such transfer or the Holder furnishes an opinion of counsel, reasonably satisfactory to counsel for the Company, to the effect that such registration is not required. 6.3 The Holder understands that under the Act, this Warrant and the Warrant Shares must be held indefinitely unless they are subsequently registered under the Act or unless an exemption from such registration is available with respect to any proposed transfer or disposition of the Warrant or the Warrant Shares. 7. Loss, etc. of Warrant. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if mutilated, and upon reimbursement of the Company's reasonable incidental expenses, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor and denomination. 8. Warrant Holder Not Shareholder. This Warrant shall not be deemed to confer upon the Holder any right to vote or to consent to or receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof. 9. Notices. Except as otherwise specified herein to the contrary, all notices, requests, demands and other communications required or desired to be given hereunder shall only be effective if given in writing, by hand or fax, by certified or registered mail, return receipt requested, postage prepaid, or by U. S. Express Mail service, or by private overnight mail service (e.g., Federal Express). Any such notice shall be deemed to have been given (a) on the business day actually received if given by hand or by fax, (b) on the business day immediately subsequent to mailing, if sent by U.S. Express Mail service or private overnight mail service, or (c) five (5) business days following the mailing thereof, if mailed by certified or registered mail, postage prepaid, return receipt requested, and all such notices shall be sent to the following addresses (or to such other address or addresses as a party may have advised the other in the manner provided in this Section 9) to: If to the Company: Perma-Fix Environmental Services, Inc. 1940 Northwest 67th Place Gainesville, Florida 32606-1649 Attention: Dr. Louis F. Centofanti Chief Executive Officer Fax No.: (352) 373-0040 If to the Holder: Search Group Capital, Inc. 3131 Piedmont Road, Suite 205 Atlanta, Georgia 30305 Attention: R. Keith Fetter Fax No.: (404) 233-6999 10. Headings. The headings of this Warrant have been inserted as a matter of convenience and shall not affect the construction hereof. 11. Applicable Law. This Warrant shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. IN WITNESS WHEREOF, this Warrant has been signed by the parties hereto this 16th day of September, 1996. PERMA-FIX ENVIRONMENTAL SERVICES, INC. By ______________________________ Dr. Louis F. Centofanti Chief Executive Officer (the "Company") SEARCH GROUP CAPITAL, INC. By ______________________________ R. Keith Fetter President (the "Holder") BALL:\N-P\PESI\S-3\EXHIBIT4.13 SUBSCRIPTION The undersigned, ________________________, pursuant to the provisions of the foregoing Warrant, hereby agrees to subscribe for and purchase ____________________ shares of the Common Stock of PERMA-FIX ENVIRONMENTAL SERVICES, INC., covered by said Warrant, and makes payment therefor in full at the price per share provided by said Warrant pursuant to the terms of said Warrant. Dated:____________________ Signature_______________________ Address________________________ ASSIGNMENT FOR VALUE RECEIVED, _________________________________ hereby sells, assigns and transfers unto _________________________________ the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint _________________________, attorney, to transfer said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES, INC. Dated:____________________ Signature_______________________ Address_________________________ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________________________ hereby sells, assigns and transfers unto _________________________________ the right to purchase _________ shares of the Common Stock of PERMA- FIX ENVIRONMENTAL SERVICES, INC. by the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint _________________________, attorney, to transfer that part of said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES, INC. Dated:____________________ Signature_______________________ Address_________________________ BALL:\N-P\PESI\S-3\EXHIBIT4.13 EX-4 8 EXHIBIT 4.14 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT (i) UNDER COVER OF A REGISTRATION STATEMENT UNDER THE ACT WHICH IS EFFECTIVE AND CURRENT WITH RESPECT TO THIS WARRANT OR SUCH SHARES OF COMMON STOCK, AS THE CASE MAY BE, OR (ii) PURSUANT TO THE WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR TRANSFER. PERMA-FIX ENVIRONMENTAL SERVICES, INC. Warrant for the Purchase of Shares of Common Stock No. 7-9-96 100,000 shares of September 16, 1996 Common Stock FOR VALUE RECEIVED, PERMA-FIX ENVIRONMENTAL SERVICES, INC. (the "Company"), a Delaware corporation, hereby certifies that MARVIN S. ROSEN, or any permitted assignee thereof (the "Holder"), is entitled to purchase from the Company, at any time in whole, or from time to time in part, during the period commencing January 1, 1997, and ending at 5:00 p.m. Eastern Standard Time on September 15, 1999 (the "Exercise Period"), up to one hundred thousand (100,000) fully paid and nonassessable shares of common stock, $.001 par value, of the Company (the "Common Stock"), at a purchase price of $1.75 per share; provided, however, that the number of shares of Common Stock to be issued and delivered by the Company upon any exercise of this Warrant and the purchase price to be paid for each such share shall be subject to adjustment from time to time as hereinafter provided in this Warrant. This Warrant and all warrants of like tenor which may be issued by the Company in exchange or substitution for, or upon the transfer or partial exercise of, this Warrant are hereinafter collectively referred to as the "Warrants"; the shares of Common Stock issuable and issued upon exercise of the Warrants are hereinafter collectively referred to as the "Warrant Shares" and the price payable for each of the Warrant Shares upon such exercise is hereinafter referred to as the "Warrant Price". 1. Exercise of Warrant. This Warrant may be exercised, as a whole at any one time or in part from time to time, during the Exercise Period, by the Holder by the surrender of this Warrant (with the subscription form at the end hereof duly executed by the Holder) at the address set forth in Section 9 hereof, together with payment in the manner hereinafter set forth, of an amount equal to the Warrant Price in effect at the date of such exercise multiplied by the total number of Warrant Shares to be purchased upon such exercise. Payment for Warrant Shares shall be made by a cashier's or certified check or money order, payable in New York Clearing House funds, to the order of the Company. If this Warrant is exercised in part, such exercise shall be for a whole number of Warrant Shares and the Holder shall be entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised. Upon any exercise and surrender of this Warrant, the Company (a) will issue and deliver to the Holder a certificate or certificates in the name of the Holder for the largest whole number of Warrant Shares to which the Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of any fractional Warrant Share to which the Holder otherwise might be entitled, cash in an amount equal to the fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall determine), and (b) will deliver to the Holder such other securities and properties which the Holder may be entitled to receive upon such exercise, or the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of this Warrant. 2. Reservation of Warrant Shares. 2.1 The Company covenants and agrees that all Warrant Shares which may be acquired by the Holder under this Warrant will, when issued and upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, and free from all restrictions on the sale or transfer thereof, except such restrictions as may be imposed under applicable federal and state securities laws and applicable exchange on which the Common Stock may be listed, and free and clear of all preemptive rights. 2.2 The Company covenants and agrees that it will, at all times, reserve and keep available an authorized number of shares of its Common Stock and other applicable securities sufficient to permit the exercise in full of this Warrant; and, if at the time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exercise of this Warrant, the Company will take such corporate action at its next annual meeting of stockholders as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, engaging in reasonable efforts to obtain the requisite stockholder approval of any necessary amendment to its Certificate of Incorporation. 3. Protection Against Dilution. 3.1 If, at any time or from time to time after the date of this Warrant, the Company shall distribute pro rata to all of the holders of its then outstanding shares of Common Stock (a) securities, other than shares of Common Stock or stock options, or (b) property, other than cash, without payment therefor, then, and in each such case, the Holder, upon the exercise of this Warrant, shall be entitled to receive the securities and property which the Holder would hold on the date of such exercise if, on the date of this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. 3.2 If, at any time or from time to time after the date of this Warrant, the Company shall (a) pay a dividend on its Common Stock in shares of Common Stock, (b) subdivide its outstanding shares of Common Stock into a greater number of shares, (c) combine its outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of its Common Stock any shares of any other class of capital stock of the Company, the number of Warrant Shares and the Warrant Price in effect immediately prior to such event shall be adjusted so that, upon exercise of this Warrant, the Holder shall be entitled to purchase under this Warrant, without additional consideration therefor, the number of shares of Common Stock or other capital stock of the Company which he would have owned or been entitled to purchase immediately following the happening of any of the events described above in this subsection 3.2 had this Warrant been exercised and the Holder become the holder of record of the Warrant Shares purchased upon such exercise immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution or the effective date of such subdivision, combination or reclassification at a Warrant Price equal to the aggregate consideration which the Holder would have had to pay for such Warrant Shares immediately prior to such event divided by the number of Warrant Shares the Holder is entitled to receive immediately after such event. An adjustment made pursuant to this subsection 3.2 shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection 3.2, the Holder of this Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and any other class of capital stock of the company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to all holders of the Warrants promptly after such adjustment) shall determine the allocation of the adjusted Warrant Price between or among shares of such classes of capital stock or shares of Common Stock and such other class of capital stock. 3.3 In case of any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the continuing or surviving corporation, or in case of any sale or conveyance to another entity of all or substantially all of the property of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have the right thereafter, upon exercise of this Warrant, to receive the kind and amount of securities, cash or other property which he would have owned or been entitled to receive immediately after such consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such consolidation, merger, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application thereafter of the provisions of this Section 3 with respect to the rights and interests of the Holder of this Warrant to the end that the provisions of this Section 3 thereafter shall be correspondingly applicable, as nearly as may reasonably be, to such securities and other property. Notice of any such consolidation, merger, sale or conveyance, and of said provisions so proposed to be made, shall be mailed to the Holder not less than thirty (30) days prior to such event. A sale of all, or substantially all, of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. 4. Fully Paid Stock; Taxes. The Company agrees that the shares of the Common Stock represented by each and every certificate for Warrant Shares delivered upon the exercise of this Warrant shall, at the time of such delivery, be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive rights, and the Company will take all such actions as may be necessary to assure that the par value or stated value, if any, per share of the Common Stock is at all times equal to or less than the Warrant Price. The Company further covenants and agrees that it will pay, when due and payable, any and all federal and state stamp, original issue or similar taxes which may be payable in respect of the issuance of any Warrant Share or certificate therefor. 5. Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, if, at any time during the Exercise Period, the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable efforts to cause such Registration Statement to become effective and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement. 5.2 Whenever the Company includes Warrant Shares in a Registration Statement, the Company shall (a) furnish the Holder of Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate the offer and sale of the Warrant Shares included in such Registration Statement; (b) use its reasonable efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify any Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification of Warrant Shares in such state; and, (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Shares. 5.3 The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares pursuant to the provisions of this Section 5, except underwriting discounts, brokerage commissions, and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties. 6. Investment Representation and Transferability. 6.1 By acceptance hereof, the Holder represents and warrants that this Warrant is being acquired, and all Warrant Shares to be purchased upon the exercise of this Warrant will be acquired, by the Holder solely for the account of such Holder, and not with a view to the fractionalization and distribution thereof, and will not be sold or transferred except in accordance with the applicable provisions of the Act and the rules and regulations of the Commission promulgated thereunder. The Holder covenants and agrees that this Warrant and the Warrant Shares will not be sold or transferred except under cover of a Registration Statement under the Act which the Commission has declared effective and which is current with respect to such Warrant and the Warrant Shares or pursuant to an opinion of counsel reasonably satisfactory to the Company that registration under the Act is not required in connection with such sale or transfer. Any Warrant Shares issued upon exercise of this Warrant shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and are restricted securities within the meaning thereof. Such securities may not be sold or transferred except pursuant to a Registration Statement under such Act which is effective and current with respect to such securities or pursuant to an opinion of counsel reasonably satisfactory to the issuer of such securities that such sale or transfer is exempt from the registration requirements of such Act. 6.2 The Holder agrees that the Company may refuse to permit the sale, transfer or disposition of this Warrant or any of the Warrant Shares unless there is in effect a Registration Statement under the Act and any applicable state securities law covering such transfer or the Holder furnishes an opinion of counsel, reasonably satisfactory to counsel for the Company, to the effect that such registration is not required. 6.3 The Holder understands that under the Act, this Warrant and the Warrant Shares must be held indefinitely unless they are subsequently registered under the Act or unless an exemption from such registration is available with respect to any proposed transfer or disposition of the Warrant or the Warrant Shares. 7. Loss, etc. of Warrant. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if mutilated, and upon reimbursement of the Company's reasonable incidental expenses, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor and denomination. 8. Warrant Holder Not Shareholder. This Warrant shall not be deemed to confer upon the Holder any right to vote or to consent to or receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof. 9. Notices. Except as otherwise specified herein to the contrary, all notices, requests, demands and other communications required or desired to be given hereunder shall only be effective if given in writing, by hand or fax, by certified or registered mail, return receipt requested, postage prepaid, or by U. S. Express Mail service, or by private overnight mail service (e.g., Federal Express). Any such notice shall be deemed to have been given (a) on the business day actually received if given by hand or by fax, (b) on the business day immediately subsequent to mailing, if sent by U.S. Express Mail service or private overnight mail service, or (c) five (5) business days following the mailing thereof, if mailed by certified or registered mail, postage prepaid, return receipt requested, and all such notices shall be sent to the following addresses (or to such other address or addresses as a party may have advised the other in the manner provided in this Section 9) to: If to the Company: Perma-Fix Environmental Services, Inc. 1940 Northwest 67th Place Gainesville, Florida 32606-1649 Attention: Dr. Louis F. Centofanti Chief Executive Officer Fax No.: (352) 373-0040 If to the Holder: Marvin S. Rosen 220 East 65th Street, Apt. 35E New York, New York 10021 10. Headings. The headings of this Warrant have been inserted as a matter of convenience and shall not affect the construction hereof. 11. Applicable Law. This Warrant shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. IN WITNESS WHEREOF, this Warrant has been signed by the parties hereto this 16th day of September, 1996. PERMA-FIX ENVIRONMENTAL SERVICES, INC. By ______________________________ Dr. Louis F. Centofanti Chief Executive Officer (the "Company") ________________________________ MARVIN S. ROSEN (the "Holder") BALL:\N-P\PESI\S-3\EXHIBIT4.14 SUBSCRIPTION The undersigned, ________________________, pursuant to the provisions of the foregoing Warrant, hereby agrees to subscribe for and purchase ____________________ shares of the Common Stock of PERMA-FIX ENVIRONMENTAL SERVICES, INC., covered by said Warrant, and makes payment therefor in full at the price per share provided by said Warrant pursuant to the terms of said Warrant. Dated:____________________ Signature_______________________ Address_________________________ ASSIGNMENT FOR VALUE RECEIVED, _________________________________ hereby sells, assigns and transfers unto _________________________________ the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint _________________________, attorney, to transfer said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES, INC. Dated:____________________ Signature_______________________ Address_________________________ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________________________ hereby sells, assigns and transfers unto _________________________________ the right to purchase _________ shares of the Common Stock of PERMA- FIX ENVIRONMENTAL SERVICES, INC. by the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint _________________________, attorney, to transfer that part of said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES, INC. Dated:____________________ Signature_______________________ Address_________________________ BALL:\N-P\PESI\S-3\EXHIBIT4.14 EX-4 9 EXHIBIT 4.15 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT (i) UNDER COVER OF A REGISTRATION STATEMENT UNDER THE ACT WHICH IS EFFECTIVE AND CURRENT WITH RESPECT TO THIS WARRANT OR SUCH SHARES OF COMMON STOCK, AS THE CASE MAY BE, OR (ii) PURSUANT TO THE WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR TRANSFER. PERMA-FIX ENVIRONMENTAL SERVICES, INC. Warrant for the Purchase of Shares of Common Stock No. 8-9-96 200,000 shares of September 16, 1996 Common Stock FOR VALUE RECEIVED, PERMA-FIX ENVIRONMENTAL SERVICES, INC. (the "Company"), a Delaware corporation, hereby certifies that D. H. BLAIR INVESTMENT BANKING CORPORATION, or any permitted assignee thereof (the "Holder"), is entitled to purchase from the Company, at any time in whole, or from time to time in part, during the period commencing January 1, 1997, and ending at 5:00 p.m. Eastern Standard Time on September 15, 1999 (the "Exercise Period"), up to two hundred thousand (200,000) fully paid and nonassessable shares of common stock, $.001 par value, of the Company (the "Common Stock"), at a purchase price of $1.75 per share; provided, however, that the number of shares of Common Stock to be issued and delivered by the Company upon any exercise of this Warrant and the purchase price to be paid for each such share shall be subject to adjustment from time to time as hereinafter provided in this Warrant. This Warrant and all warrants of like tenor which may be issued by the Company in exchange or substitution for, or upon the transfer or partial exercise of, this Warrant are hereinafter collectively referred to as the "Warrants"; the shares of Common Stock issuable and issued upon exercise of the Warrants are hereinafter collectively referred to as the "Warrant Shares" and the price payable for each of the Warrant Shares upon such exercise is hereinafter referred to as the "Warrant Price". 1. Exercise of Warrant. This Warrant may be exercised, as a whole at any one time or in part from time to time, during the Exercise Period, by the Holder by the surrender of this Warrant (with the subscription form at the end hereof duly executed by the Holder) at the address set forth in Section 9 hereof, together with payment in the manner hereinafter set forth, of an amount equal to the Warrant Price in effect at the date of such exercise multiplied by the total number of Warrant Shares to be purchased upon such exercise. Payment for Warrant Shares shall be made by a cashier's or certified check or money order, payable in New York Clearing House funds, to the order of the Company. If this Warrant is exercised in part, such exercise shall be for a whole number of Warrant Shares and the Holder shall be entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised. Upon any exercise and surrender of this Warrant, the Company (a) will issue and deliver to the Holder a certificate or certificates in the name of the Holder for the largest whole number of Warrant Shares to which the Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of any fractional Warrant Share to which the Holder otherwise might be entitled, cash in an amount equal to the fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall determine), and (b) will deliver to the Holder such other securities and properties which the Holder may be entitled to receive upon such exercise, or the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of this Warrant. 2. Reservation of Warrant Shares. 2.1 The Company covenants and agrees that all Warrant Shares which may be acquired by the Holder under this Warrant will, when issued and upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, and free from all restrictions on the sale or transfer thereof, except such restrictions as may be imposed under applicable federal and state securities laws and applicable exchange on which the Common Stock may be listed, and free and clear of all preemptive rights. 2.2 The Company covenants and agrees that it will, at all times, reserve and keep available an authorized number of shares of its Common Stock and other applicable securities sufficient to permit the exercise in full of this Warrant; and, if at the time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exercise of this Warrant, the Company will take such corporate action at its next annual meeting of stockholders as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, engaging in reasonable efforts to obtain the requisite stockholder approval of any necessary amendment to its Certificate of Incorporation. 3. Protection Against Dilution. 3.1 If, at any time or from time to time after the date of this Warrant, the Company shall distribute pro rata to all of the holders of its then outstanding shares of Common Stock (a) securities, other than shares of Common Stock or stock options, or (b) property, other than cash, without payment therefor, then, and in each such case, the Holder, upon the exercise of this Warrant, shall be entitled to receive the securities and property which the Holder would hold on the date of such exercise if, on the date of this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. 3.2 If, at any time or from time to time after the date of this Warrant, the Company shall (a) pay a dividend on its Common Stock in shares of Common Stock, (b) subdivide its outstanding shares of Common Stock into a greater number of shares, (c) combine its outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of its Common Stock any shares of any other class of capital stock of the Company, the number of Warrant Shares and the Warrant Price in effect immediately prior to such event shall be adjusted so that, upon exercise of this Warrant, the Holder shall be entitled to purchase under this Warrant, without additional consideration therefor, the number of shares of Common Stock or other capital stock of the Company which he would have owned or been entitled to purchase immediately following the happening of any of the events described above in this subsection 3.2 had this Warrant been exercised and the Holder become the holder of record of the Warrant Shares purchased upon such exercise immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution or the effective date of such subdivision, combination or reclassification at a Warrant Price equal to the aggregate consideration which the Holder would have had to pay for such Warrant Shares immediately prior to such event divided by the number of Warrant Shares the Holder is entitled to receive immediately after such event. An adjustment made pursuant to this subsection 3.2 shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection 3.2, the Holder of this Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and any other class of capital stock of the company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to all holders of the Warrants promptly after such adjustment) shall determine the allocation of the adjusted Warrant Price between or among shares of such classes of capital stock or shares of Common Stock and such other class of capital stock. 3.3 In case of any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the continuing or surviving corporation, or in case of any sale or conveyance to another entity of all or substantially all of the property of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have the right thereafter, upon exercise of this Warrant, to receive the kind and amount of securities, cash or other property which he would have owned or been entitled to receive immediately after such consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such consolidation, merger, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application thereafter of the provisions of this Section 3 with respect to the rights and interests of the Holder of this Warrant to the end that the provisions of this Section 3 thereafter shall be correspondingly applicable, as nearly as may reasonably be, to such securities and other property. Notice of any such consolidation, merger, sale or conveyance, and of said provisions so proposed to be made, shall be mailed to the Holder not less than thirty (30) days prior to such event. A sale of all, or substantially all, of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. 4. Fully Paid Stock; Taxes. The Company agrees that the shares of the Common Stock represented by each and every certificate for Warrant Shares delivered upon the exercise of this Warrant shall, at the time of such delivery, be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive rights, and the Company will take all such actions as may be necessary to assure that the par value or stated value, if any, per share of the Common Stock is at all times equal to or less than the Warrant Price. The Company further covenants and agrees that it will pay, when due and payable, any and all federal and state stamp, original issue or similar taxes which may be payable in respect of the issuance of any Warrant Share or certificate therefor. 5. Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, if, at any time during the Exercise Period, the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable efforts to cause such Registration Statement to become effective and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement. 5.2 Whenever the Company includes Warrant Shares in a Registration Statement, the Company shall (a) furnish the Holder of Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate the offer and sale of the Warrant Shares included in such Registration Statement; (b) use its reasonable efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify any Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification of Warrant Shares in such state; and, (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Shares. 5.3 The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares pursuant to the provisions of this Section 5, except underwriting discounts, brokerage commissions, and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties. 6. Investment Representation and Transferability. 6.1 By acceptance hereof, the Holder represents and warrants that this Warrant is being acquired, and all Warrant Shares to be purchased upon the exercise of this Warrant will be acquired, by the Holder solely for the account of such Holder, and not with a view to the fractionalization and distribution thereof, and will not be sold or transferred except in accordance with the applicable provisions of the Act and the rules and regulations of the Commission promulgated thereunder. The Holder covenants and agrees that this Warrant and the Warrant Shares will not be sold or transferred except under cover of a Registration Statement under the Act which the Commission has declared effective and which is current with respect to such Warrant and the Warrant Shares or pursuant to an opinion of counsel reasonably satisfactory to the Company that registration under the Act is not required in connection with such sale or transfer. Any Warrant Shares issued upon exercise of this Warrant shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and are restricted securities within the meaning thereof. Such securities may not be sold or transferred except pursuant to a Registration Statement under such Act which is effective and current with respect to such securities or pursuant to an opinion of counsel reasonably satisfactory to the issuer of such securities that such sale or transfer is exempt from the registration requirements of such Act. Nothing contained in this Section 6.1 shall prohibit D. H. Blair Investment Banking Corporation from transferring or assigning all or any portion of this Warrant to (i) any corporation or association that is a successor to D. H. Blair Investment Banking Corporation or (ii) to one or more officers or affiliates (as such term is defined in Rule 405 promulgated under the Act) of D. H. Blair Investment Banking Corporation or D. H. Blair & Co., Inc., provided that any such assignee or transferee shall be bound by the terms of this Warrant and prior to such assignment or transfer such transferee or assignee shall execute such documents as may reasonably be required by the Company to evidence that such assignee or transferee is bound by the terms hereof. The Company may treat the registered holder of this Warrant as he or it appears on the Company's books at any time as the holder of this Warrant for all purposes. 6.2 Except as otherwise specifically provided in Section 6.1 above, the Holder agrees that the Company may refuse to permit the sale, transfer or disposition of this Warrant or any of the Warrant Shares unless there is in effect a Registration Statement under the Act and any applicable state securities law covering such transfer or the Holder furnishes an opinion of counsel, reasonably satisfactory to counsel for the Company, to the effect that such registration is not required. 6.3 The Holder understands that under the Act, this Warrant and the Warrant Shares must be held indefinitely unless they are subsequently registered under the Act or unless an exemption from such registration is available with respect to any proposed transfer or disposition of the Warrant or the Warrant Shares. 7. Loss, etc. of Warrant. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if mutilated, and upon reimbursement of the Company's reasonable incidental expenses, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor and denomination. 8. Warrant Holder Not Shareholder. This Warrant shall not be deemed to confer upon the Holder any right to vote or to consent to or receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof. 9. Notices. Except as otherwise specified herein to the contrary, all notices, requests, demands and other communications required or desired to be given hereunder shall only be effective if given in writing, by hand or fax, by certified or registered mail, return receipt requested, postage prepaid, or by U. S. Express Mail service, or by private overnight mail service (e.g., Federal Express). Any such notice shall be deemed to have been given (a) on the business day actually received if given by hand or by fax, (b) on the business day immediately subsequent to mailing, if sent by U.S. Express Mail service or private overnight mail service, or (c) five (5) business days following the mailing thereof, if mailed by certified or registered mail, postage prepaid, return receipt requested, and all such notices shall be sent to the following addresses (or to such other address or addresses as a party may have advised the other in the manner provided in this Section 9) to: If to the Company: Perma-Fix Environmental Services, Inc. 1940 Northwest 67th Place Gainesville, Florida 32606-1649 Attention: Dr. Louis F. Centofanti Chief Executive Officer Fax No.: (352) 373-0040 If to the Holder: D. H. Blair Investment Banking Corporation 44 Wall Street New York, New York 10005 Attention: J. Morton Davis Fax No.: (212) 269-1438 10. Headings. The headings of this Warrant have been inserted as a matter of convenience and shall not affect the construction hereof. 11. Applicable Law. This Warrant shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. IN WITNESS WHEREOF, this Warrant has been signed by the parties hereto this 16th day of September, 1996. PERMA-FIX ENVIRONMENTAL SERVICES, INC. By ______________________________ Dr. Louis F. Centofanti Chief Executive Officer (the "Company") D. H. BLAIR INVESTMENT BANKING CORPORATION By ______________________________ Name: ___________________________ Title: __________________________ (the "Holder") BALL:\N-P\PESI\S-3\EXHIBIT4.15 SUBSCRIPTION The undersigned, ________________________, pursuant to the provisions of the foregoing Warrant, hereby agrees to subscribe for and purchase ____________________ shares of the Common Stock of PERMA-FIX ENVIRONMENTAL SERVICES, INC., covered by said Warrant, and makes payment therefor in full at the price per share provided by said Warrant pursuant to the terms of said Warrant. Dated:____________________ Signature_______________________ Address_________________________ ASSIGNMENT FOR VALUE RECEIVED, _________________________________ hereby sells, assigns and transfers unto _________________________________ the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint _________________________, attorney, to transfer said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES, INC. Dated:____________________ Signature_______________________ Address_________________________ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________________________ hereby sells, assigns and transfers unto _________________________________ the right to purchase _________ shares of the Common Stock of PERMA- FIX ENVIRONMENTAL SERVICES, INC. by the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint _________________________, attorney, to transfer that part of said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES, INC. Dated:____________________ Signature_______________________ Address_________________________ BALL:\N-P\PESI\S-3\EXHIBIT4.15 EX-4 10 EXHIBIT 4.16 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT (i) UNDER COVER OF A REGISTRATION STATEMENT UNDER THE ACT WHICH IS EFFECTIVE AND CURRENT WITH RESPECT TO THIS WARRANT OR SUCH SHARES OF COMMON STOCK, AS THE CASE MAY BE, OR (ii) PURSUANT TO THE WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR TRANSFER. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT ("FLORIDA ACT") AND ARE BEING GRANTED AND SOLD IN RELIANCE UPON AN EXEMPTION CONTAINED IN SECTION 517.061 (11) THEREOF. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE REOFFERED FOR SALE OR RESOLD IN THE STATE OF FLORIDA UNLESS SUCH ARE REGISTERED OR THE TRANSACTION IS EXEMPT UNDER THE FLORIDA ACT. ANY SALE MADE UNDER THIS WARRANT TO A PERSON IN FLORIDA UNDER SUCH SUBSECTION IS VOIDABLE AT THE OPTION OF SUCH PERSON WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PERSON TO THE ISSUER OR ITS AGENT, OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THIS PRIVILEGE IS COMMUNICATED TO SUCH PERSON, WHICH EVER OCCURS LATER. PERMA-FIX ENVIRONMENTAL SERVICES, INC. Warrant for the Purchase of Shares of Common Stock No. 9-9-96 200,000 shares of September 16, 1996 Common Stock FOR VALUE RECEIVED, PERMA-FIX ENVIRONMENTAL SERVICES, INC. (the "Company"), a Delaware corporation, hereby certifies that STEVE GORLIN, or any permitted assignee thereof (the "Holder"), is entitled to purchase from the Company, at any time in whole, or from time to time in part, during the period commencing January 1, 1997, and ending at 5:00 p.m. Eastern Standard Time on September 15, 1999 (the "Exercise Period"), up to two hundred thousand (200,000) fully paid and nonassessable shares of common stock, $.001 par value, of the Company (the "Common Stock"), at a purchase price of $1.75 per share; provided, however, that the number of shares of Common Stock to be issued and delivered by the Company upon any exercise of this Warrant and the purchase price to be paid for each such share shall be subject to adjustment from time to time as hereinafter provided in this Warrant. This Warrant and all warrants of like tenor which may be issued by the Company in exchange or substitution for, or upon the transfer or partial exercise of, this Warrant are hereinafter collectively referred to as the "Warrants"; the shares of Common Stock issuable and issued upon exercise of the Warrants are hereinafter collectively referred to as the "Warrant Shares" and the price payable for each of the Warrant Shares upon such exercise is hereinafter referred to as the "Warrant Price". 1. Exercise of Warrant. This Warrant may be exercised, as a whole at any one time or in part from time to time, during the Exercise Period, by the Holder by the surrender of this Warrant (with the subscription form at the end hereof duly executed by the Holder) at the address set forth in Section 9 hereof, together with payment in the manner hereinafter set forth, of an amount equal to the Warrant Price in effect at the date of such exercise multiplied by the total number of Warrant Shares to be purchased upon such exercise. Payment for Warrant Shares shall be made by a cashier's or certified check or money order, payable in New York Clearing House funds, to the order of the Company. If this Warrant is exercised in part, such exercise shall be for a whole number of Warrant Shares and the Holder shall be entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised. Upon any exercise and surrender of this Warrant, the Company (a) will issue and deliver to the Holder a certificate or certificates in the name of the Holder for the largest whole number of Warrant Shares to which the Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of any fractional Warrant Share to which the Holder otherwise might be entitled, cash in an amount equal to the fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall determine), and (b) will deliver to the Holder such other securities and properties which the Holder may be entitled to receive upon such exercise, or the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of this Warrant. 2. Reservation of Warrant Shares. 2.1 The Company covenants and agrees that all Warrant Shares which may be acquired by the Holder under this Warrant will, when issued and upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, and free from all restrictions on the sale or transfer thereof, except such restrictions as may be imposed under applicable federal and state securities laws and applicable exchange on which the Common Stock may be listed, and free and clear of all preemptive rights. 2.2 The Company covenants and agrees that it will, at all times, reserve and keep available an authorized number of shares of its Common Stock and other applicable securities sufficient to permit the exercise in full of this Warrant; and, if at the time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exercise of this Warrant, the Company will take such corporate action at its next annual meeting of stockholders as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, engaging in reasonable efforts to obtain the requisite stockholder approval of any necessary amendment to its Certificate of Incorporation. 3. Protection Against Dilution. 3.1 If, at any time or from time to time after the date of this Warrant, the Company shall distribute pro rata to all of the holders of its then outstanding shares of Common Stock (a) securities, other than shares of Common Stock or stock options, or (b) property, other than cash, without payment therefor, then, and in each such case, the Holder, upon the exercise of this Warrant, shall be entitled to receive the securities and property which the Holder would hold on the date of such exercise if, on the date of this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. 3.2 If, at any time or from time to time after the date of this Warrant, the Company shall (a) pay a dividend on its Common Stock in shares of Common Stock, (b) subdivide its outstanding shares of Common Stock into a greater number of shares, (c) combine its outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of its Common Stock any shares of any other class of capital stock of the Company, the number of Warrant Shares and the Warrant Price in effect immediately prior to such event shall be adjusted so that, upon exercise of this Warrant, the Holder shall be entitled to purchase under this Warrant, without additional consideration therefor, the number of shares of Common Stock or other capital stock of the Company which he would have owned or been entitled to purchase immediately following the happening of any of the events described above in this subsection 3.2 had this Warrant been exercised and the Holder become the holder of record of the Warrant Shares purchased upon such exercise immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution or the effective date of such subdivision, combination or reclassification at a Warrant Price equal to the aggregate consideration which the Holder would have had to pay for such Warrant Shares immediately prior to such event divided by the number of Warrant Shares the Holder is entitled to receive immediately after such event. An adjustment made pursuant to this subsection 3.2 shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection 3.2, the Holder of this Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and any other class of capital stock of the company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to all holders of the Warrants promptly after such adjustment) shall determine the allocation of the adjusted Warrant Price between or among shares of such classes of capital stock or shares of Common Stock and such other class of capital stock. 3.3 In case of any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the continuing or surviving corporation, or in case of any sale or conveyance to another entity of all or substantially all of the property of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have the right thereafter, upon exercise of this Warrant, to receive the kind and amount of securities, cash or other property which he would have owned or been entitled to receive immediately after such consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such consolidation, merger, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application thereafter of the provisions of this Section 3 with respect to the rights and interests of the Holder of this Warrant to the end that the provisions of this Section 3 thereafter shall be correspondingly applicable, as nearly as may reasonably be, to such securities and other property. Notice of any such consolidation, merger, sale or conveyance, and of said provisions so proposed to be made, shall be mailed to the Holder not less than thirty (30) days prior to such event. A sale of all, or substantially all, of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. 4. Fully Paid Stock; Taxes. The Company agrees that the shares of the Common Stock represented by each and every certificate for Warrant Shares delivered upon the exercise of this Warrant shall, at the time of such delivery, be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive rights, and the Company will take all such actions as may be necessary to assure that the par value or stated value, if any, per share of the Common Stock is at all times equal to or less than the Warrant Price. The Company further covenants and agrees that it will pay, when due and payable, any and all federal and state stamp, original issue or similar taxes which may be payable in respect of the issuance of any Warrant Share or certificate therefor. 5. Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, if, at any time during the Exercise Period, the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable efforts to cause such Registration Statement to become effective and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement. 5.2 Whenever the Company includes Warrant Shares in a Registration Statement, the Company shall (a) furnish the Holder of Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate the offer and sale of the Warrant Shares included in such Registration Statement; (b) use its reasonable efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify any Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification of Warrant Shares in such state; and, (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Shares. 5.3 The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares pursuant to the provisions of this Section 5, except underwriting discounts, brokerage commissions, and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties. 6. Investment Representation and Transferability. 6.1 By acceptance hereof, the Holder represents and warrants that this Warrant is being acquired, and all Warrant Shares to be purchased upon the exercise of this Warrant will be acquired, by the Holder solely for the account of such Holder, and not with a view to the fractionalization and distribution thereof, and will not be sold or transferred except in accordance with the applicable provisions of the Act and the rules and regulations of the Commission promulgated thereunder. The Holder covenants and agrees that this Warrant and the Warrant Shares will not be sold or transferred except under cover of a Registration Statement under the Act which the Commission has declared effective and the applicable state securities laws and which is current with respect to such Warrant and the Warrant Shares or pursuant to an opinion of counsel reasonably satisfactory to the Company that registration under the Act and the applicable state securities laws is not required in connection with such sale or transfer. Any Warrant Shares issued upon exercise of this Warrant shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws, and are restricted securities within the meaning thereof. Such securities may not be sold or transferred except pursuant to a Registration Statement under such Act and applicable state securities laws which is effective and current with respect to such securities or pursuant to an opinion of counsel reasonably satisfactory to the issuer of such securities that such sale or transfer is exempt from the registration requirements of such Act and applicable state securities laws. 6.2 The Holder agrees that the Company may refuse to permit the sale, transfer or disposition of this Warrant or any of the Warrant Shares unless there is in effect a Registration Statement under the Act and any applicable state securities law covering such transfer or the Holder furnishes an opinion of counsel, reasonably satisfactory to counsel for the Company, to the effect that such registration is not required. 6.3 The Holder understands that under the Act, this Warrant and the Warrant Shares must be held indefinitely unless they are subsequently registered under the Act or unless an exemption from such registration is available with respect to any proposed transfer or disposition of the Warrant or the Warrant Shares. 7. Loss, etc. of Warrant. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if mutilated, and upon reimbursement of the Company's reasonable incidental expenses, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor and denomination. 8. Warrant Holder Not Shareholder. This Warrant shall not be deemed to confer upon the Holder any right to vote or to consent to or receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof. 9. Notices. Except as otherwise specified herein to the contrary, all notices, requests, demands and other communications required or desired to be given hereunder shall only be effective if given in writing, by hand or fax, by certified or registered mail, return receipt requested, postage prepaid, or by U. S. Express Mail service, or by private overnight mail service (e.g., Federal Express). Any such notice shall be deemed to have been given (a) on the business day actually received if given by hand or by fax, (b) on the business day immediately subsequent to mailing, if sent by U.S. Express Mail service or private overnight mail service, or (c) five (5) business days following the mailing thereof, if mailed by certified or registered mail, postage prepaid, return receipt requested, and all such notices shall be sent to the following addresses (or to such other address or addresses as a party may have advised the other in the manner provided in this Section 9) to: If to the Company: Perma-Fix Environmental Services, Inc. 1940 Northwest 67th Place Gainesville, Florida 32606-1649 Attention: Dr. Louis F. Centofanti Chief Executive Officer Fax No.: (352) 373-0040 If to the Holder: Steve Gorlin 150 Gulf Shore Drive, No. 601 Dustin, Florida 32541 10. Headings. The headings of this Warrant have been inserted as a matter of convenience and shall not affect the construction hereof. 11. Applicable Law. This Warrant shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. IN WITNESS WHEREOF, this Warrant has been signed by the parties hereto this 16th day of September, 1996. PERMA-FIX ENVIRONMENTAL SERVICES, INC. By ______________________________ Dr. Louis F. Centofanti Chief Executive Officer (the "Company") ________________________________ STEVE GORLIN, an individual (the "Holder") BALL:\N-P\PESI\S-3\EXHIBIT4.16 SUBSCRIPTION The undersigned, ________________________, pursuant to the provisions of the foregoing Warrant, hereby agrees to subscribe for and purchase ____________________ shares of the Common Stock of PERMA-FIX ENVIRONMENTAL SERVICES, INC., covered by said Warrant, and makes payment therefor in full at the price per share provided by said Warrant pursuant to the terms of said Warrant. Dated:____________________ Signature_______________________ Address_________________________ ASSIGNMENT FOR VALUE RECEIVED, _________________________________ hereby sells, assigns and transfers unto _________________________________ the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint _________________________, attorney, to transfer said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES, INC. Dated:____________________ Signature_______________________ Address_________________________ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________________________ hereby sells, assigns and transfers unto _________________________________ the right to purchase _________ shares of the Common Stock of PERMA- FIX ENVIRONMENTAL SERVICES, INC. by the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint _________________________, attorney, to transfer that part of said Warrant on the books of PERMA-FIX ENVIRONMENTAL SERVICES, INC. Dated:____________________ Signature_______________________ Address_________________________ BALL:\N-P\PESI\S-3\EXHIBIT4.16 EX-5 11 EXHIBIT 5.1 CONNER & WINTERS OPINION CONNER & WINTERS A PROFESSIONAL CORPORATION LAWYERS One Leadership Square 211 North Robinson, Suite 1700 Oklahoma City, Oklahoma 73102-7101 (405) 272-5711 FAX (405) 232-2695 October 17, 1996 Perma-Fix Environmental Services, Inc. 1940 Northwest 67th Place, Suite A Gainesville, Florida 32653 Re: Perma-Fix Environmental Services, Inc.; Form S-3 Registration Statement Registering 7,450,000 Shares of Common Stock; Our File No. 7034.23 Ladies and Gentlemen: We have acted as special counsel to Perma-Fix Environmental Services, Inc. (the "Company") in connection with the Form S-3 Registration Statement (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to the proposed reoffer or resale from time to time by certain Selling Shareholders (as defined in the Registration Statement), of the following: (i) up to 6,030,000 shares of the Company's Common Stock, par value $.001 per share ("Common Stock") by RBB Bank Aktiengesellschaft ("RBB Bank") that are issuable by the Company to RBB Bank ("RBB Shares") as follows: (a) up to 3,700,000 shares being acquired by RBB Bank upon conversion of the Company's Series 3 Class C Convertible Preferred Stock, par value $.001 per share ("Series 3 Class C Preferred Stock"), (b) up to 330,000 shares being acquired by RBB Bank as payment of dividends on the Series 3 Class C Preferred Stock, and Perma-Fix Environmental Services, Inc. October 17, 1996 Page 2 (c) up to 2,000,000 shares being acquired by RBB Bank upon exercise of the RBB Warrants (as defined in the Registration Statement); (ii) up to 295,000 shares of Common Stock by J. P. Carey Enterprises, Inc. ("Carey") that are issuable by the Company to Carey (the "Carey Shares") upon the exercise of two (2) warrants previously issued by the Company to Carey ("Carey Warrants"); (iii) up to 450,000 shares of Common Stock by J W Charles Financial Services, Inc. ("Charles") that are issuable by the Company to Charles ("Charles Shares") upon the exercise of one (1) warrant previously issued by the Company to Charles ("Charles Warrant"); (iv) up to 175,000 shares of Common Stock by Search Group Capital, Inc. ("Search") that are issuable by the Company to Search ("Search Shares") upon the exercise of three (3) warrants previously issued by the Company to Search ("Search Warrants"); (v) up to 100,000 shares of Common Stock by Marvin S. Rosen ("Rosen") that are issuable by the Company to Rosen ("Rosen Shares") upon the exercise of a warrant previously issued by the Company to Rosen ("Rosen Warrant"); (vi) up to 200,000 shares of Common Stock by D. H. Blair Investment Banking Corporation ("Blair") that are issuable by the Company to Blair ("Blair Shares") upon the exercise of a warrant previously issued by the Company to Blair ("Blair Warrant"); and (vii) up to 200,000 shares of Common Stock by Steve Gorlin ("Gorlin") that are issuable by the Company to Gorlin ("Gorlin Shares") upon the exercise of a warrant previously issued by the Company to Gorlin ("Gorlin Warrant"). We have examined such corporate records, certificates of officers, other documents and questions of law, as we have considered necessary or appropriate for the purposes of this opinion. On the basis of such examination and review, we are of the opinion that: (i) the RBB Shares will constitute, if and when issued pursuant to the terms of the Series 3 Class C Preferred Stock and the RBB Warrants, validly issued and fully paid and nonassessable shares of Common Stock; Perma-Fix Environmental Services, Inc. October 17, 1996 Page 3 (ii) the Carey Shares will constitute, if and when issued by the Company pursuant to the terms of the Carey Warrants, validly issued and fully paid and nonassessable shares of Common Stock; (iii) the Charles Shares will constitute, if and when issued by the Company pursuant to the terms of the Charles Warrant, validly issued and fully paid and nonassessable shares of Common Stock; (iv) the Search Shares will constitute, if and when issued by the Company pursuant to the terms of the Search Warrants, validly issued and fully paid and nonassessable shares of Common Stock; (v) the Rosen Shares will constitute, if and when issued by the Company pursuant to the terms of the Rosen Warrant, validly issued and fully paid and nonassessable shares of Common Stock; (vi) the Blair Shares will constitute, if and when issued by the Company pursuant to the Blair Warrant, validly issued and fully paid and nonassessable shares of Common Stock; and, (vii) the Gorlin Shares will constitute, if and when issued by the Company pursuant to the terms of the Gorlin Warrant, validly issued and fully paid and nonassessable shares of Common Stock. We consent to the reference to our firm under the heading "Legal Opinion" and to the filing of this opinion as Exhibit 5.1 to said Registration Statement. Very truly yours, CONNER & WINTERS, A Professional Corporation /s/ Conner & Winters, P.C. IHS:plh BALL:\N-P\PESI\S-3\EXHIBIT5.1 EX-23 12 EXHIBIT 23.1 ARTHUR ANDERSEN CONSENT CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent certified public accountants, we hereby consent to the incorporation by reference in this Form S-3 Registration Statement of our reports dated March 15, 1996, included in Perma-Fix Environmental Services, Inc. Form 10-K for the year ended December 31, 1995, and to all references to our Firm included in this Registration Statement. /s/ Arthur Andersen LLP Jacksonville, Florida October 16, 1996 EX-23 13 EXHIBIT 23.2 COOPERS & LYBRAND, L.L.P. CONSENT CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Perma-Fix Environmental Services, Inc. on Form S-3 of our report dated March 30, 1994, on our audit of the consolidated financial statement schedules of Perma-Fix Environmental Services, Inc., as of December 31, 1993, and for the year ended December 31, 1993, which report is included in the Annual Report on Form 10-K for the year ended December 31, 1995. We also consent to the reference to our Firm under the caption "Experts". /s/ Coopers & Lybrand, L.L.P. Coopers & Lybrand, L.L.P. Atlanta, Georgia October 16, 1996 EX-99 14 EXHIBIT 99.1 CHARLES CONSULTING AGREEMENT FINANCIAL CONSULTING AGREEMENT August 6, 1996 Dr. Louis F. Centofanti President Perma-Fix Environmental Services, Inc. 1940 N.W. 67th Place, Suite A Gainesville, FL 32653 Dear Mr. Centofanti: This Financial Consulting Agreement (the "Agreement") is made and entered into as of the 6th day of August, 1996, by and among Perma-Fix Environmental Services, Inc., a Delaware Corporation ("the Company"), and JW Charles Financial Services, Inc. ("JWC"). The Company hereby retains JWC for the purpose of providing to the Company financial consulting services as enumerated herein, and JWC agrees to be retained to provide such services, pursuant to the terms and conditions set forth herein. 1. Term. The term of this Agreement will be one (1) year commencing as of September 1, 1996, subject to earlier termination by either party upon thirty (30) days notice. 2. Financial Consulting Services. During the term hereof, JWC agrees to provide financial consulting services to the Company in the form of (i) evaluating the Company's capital requirements for funding growth and expansion of the Company's operations; (ii) advising the Company as to alternative modes and sources of financing; (iii) analyzing the impact of business decisions, policies, and practices on the value of the Company's securities; and (iv) bringing to the attention of the Company possible business opportunities and evaluating business opportunities generally, whether or not such opportunities are originated by JWC or others. Such services will be available to the Company upon written request made to JWC by the President of the Company. JWC agrees to devote such time, attention and energy as may be necessary to respond to proper requests by the Company for services hereunder. Nothing herein shall be construed, however, to require JWC to provide a minimum number of hours of service to the Company or to limit the right of JWC to perform similar services for the benefit of persons or entities other than the Company. 3. Compensation. JWC shall receive a consulting fee equal to $12,000.00 per month for each month in the form hereof, payable monthly in advance. In addition, the Company shall issue to JWC a warrant entitling JWC or its designees to purchase 450,000 shares, subject to adjustment (the "Warrant"), of the Company's Common Stock, par value $.001 per share (the "Common Stock"), at a price per share of $1.50, subject to adjustment. The Warrant shall be earned in its entirety by JWC on the signing of the Agreement. The Company agrees to file, on such forms as the Company's counsel deems appropriate, Registration Statements with the Securities and Exchange Commission for the common shares underlying the Warrant on or before October 1, 1996, and thereafter on one occasion as soon as practicable after demanded by JWC. The expense of such filings shall be borne by the Company. the Warrant shall be exercisable on January 1, 1997, and for a period of three years thereafter. 4. Right of First Refusal. During the term of this Agreement, JWC shall have a right of first refusal to manage any public offering or private placement of securities by or for the Company, any affiliate of the Company or any future affiliate or subsidiary of the Company, provided, however, that JWC offers terms comparable to any other underwriter or placement agent. 5. Expenses. The Company shall reimburse JWC for all out-of- pocket and other expenses reasonably incurred by JWC in connection with any services provided by JWC under this Agreement. 6. Independent Contractor. JWC and the Company hereby acknowledge that JWC is an independent contractor. JWC shall not hold itself out as, nor shall it take any action from which others might infer that it is a partner or agent of, or joint venture with, the Company. In addition, JWC shall take no action which binds, or purports to bind, the Company. 7. Liability of JWC. The Company acknowledges that all opinions and advice, whether oral or written, given by JWC to the Company in connection with this Agreement are intended solely for the benefit and use of the Company in considering the transaction to which they relate, and the Company agrees that no person or entity, other than the Company shall be entitled to make use of or rely upon the advice of JWC to be given hereunder, and no such opinion or advice shall be used by the Company for any other purpose or reproduced, disseminated, quoted or referred to by the Company in communications with third parties at any time, in any manner or for any purpose, nor may the Company make any public reference to JWC or use JWC's name in any annual report or any other report or release of the Company without JWC's prior written consent, except that the Company may, without JWC's further consent, disclose this Agreement (but not information provided to the Company by JWC) in the Company's filings with the Securities and Exchange Commission, if such disclosure is required by law. 8. Notices. Except as otherwise specifically agreed, all notices and other communications made under this Agreement shall be in writing and, when delivered in person or by facsimile transmission, shall be deemed given on the same day if delivered on a business day during normal business hours, or on the first business day following delivery in person or by facsimile outside normal business hours, or on the date indicated on the return receipt, if sent registered or certified mail, return receipt requested. All notices sent hereunder shall be sent to the representatives of the party to be noticed at the addresses indicated respectively below, or at such other addresses as the parties to be noticed may from time to time by the notice hereafter specify: If to the Company: Perma-Fix Environmental Services, Inc. 1940 N.W. 67th Place, Suite A Gainesville, FL 32653 Attn: Dr. Louis F. Centofanti, President If to JWC: JW Charles Financial Services, Inc. 960 N. Federal Highway, Suite 310 Boca Raton, FL 33432 Facsimile: (407) 358-2827 Attention: Joel Marks, Vice Chairman 9. Entire Agreement. This Agreement and the Finder's Agreement entered into previously on the date hereof contain the entire agreement between the parties. All rights provided by this Agreement and such Finder's Agreement are intended to be separate and cumulative. This Agreement may not be changed except by agreement in writing signed by the party against whom enforcement of any waiver, change, discharge, or modification is sought. Waiver of or failure to exercise any rights provided by this Agreement in any respect shall not be deemed a waiver of any further or future rights. 10. Survival of Representations and Warranties. The representations, warranties, acknowledgements and separate agreements of JWC and the Company shall survive the termination of this Agreement. 11. Governing Law. This Agreement shall be construed according to the laws of the State of Florida and subject to the jurisdiction of the courts of said state, without application of the principles of conflicts of laws. 12. Successors. This Agreement shall be binding upon the parties, their successors and assigns. IN WITNESS WHEREOF, the parties hereto have executed or caused these presents to be executed as of the day and year first above written. PERMA-FIX ENVIRONMENTAL SERVICES, INC. By: /s/ Louis Centofanti _________________________________ Name: Louis F. Centofanti Title: President JW CHARLES FINANCIAL SERVICES, INC. By: /s/ Richard A. Dunton __________________________________ Name: Richard A. Dunton Title: Vice President BALL:\N-P\PESI\S-3\EXHIBT99.1 -----END PRIVACY-ENHANCED MESSAGE-----