-----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, Od/7DatXpfMCe5SNsdyGL4zO0nbDruMFdHapPZRR2nQ1hhsg9WknqI0ExbUrxlW2 c1O8y/fAof7SX7vpisWB8w== 0000948600-96-000038.txt : 19960629 0000948600-96-000038.hdr.sgml : 19960629 ACCESSION NUMBER: 0000948600-96-000038 CONFORMED SUBMISSION TYPE: 10-C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960430 FILED AS OF DATE: 19960617 SROS: BSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERMA FIX ENVIRONMENTAL SERVICES INC CENTRAL INDEX KEY: 0000891532 STANDARD INDUSTRIAL CLASSIFICATION: 4953 IRS NUMBER: 581954497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-C SEC ACT: 1934 Act SEC FILE NUMBER: 001-11596 FILM NUMBER: 96582055 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 10-C 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-C Report by Issuer of Securities Quoted on NASDAQ Interdealer Quotation System Filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and Rule 13a-17 or 15d-17 thereunder Perma-Fix Environmental Services, Inc. _____________________________________________ (Exact name of issuer as specified in charter) 1940 Northwest 67th Place Gainesville, Florida 32606 _______________________________________________ (Address of principal executive offices) I. CHANGE IN NUMBER OF SHARES OUTSTANDING 1. Title of security: Common Stock ______________________________________________ 2. Number of shares outstanding before the change: 8,352,762 __________________ 3. Number of shares outstanding after the change: 9,289,845 ____________________ 4. Effective date of change: June 6, 1996 ________________________________________ 5. Method of change: Issuance of common stock by the Issuer (i) upon conversion of preferred stock by the holder thereof and (ii) pursuant to certain Consulting Agreements. Specify method (such as merger, acquisition, exchange, distribution, stock split, reverse split, acquisition of stock for treasury, etc.). _______________________________________________________ _______________________________________________________ _______________________________________________________ Description of transactions: This Form 10-C is being filed in connection with the issuance of securities by Perma-Fix Environmental Services, Inc. (the "Company") of an aggregate 937,083 shares of the Company's common stock, par value $.001 par value ("Common Stock") on June 4 and June 6, 1996. The issuance of such 937,083 shares of the Common Stock of the Company pursuant to the below-described transaction, resulted in an increase, as of June 6, of five percent (5%) or more in the number of shares of the Company's Common Stock outstanding. Such 937,083 shares were issued by the Company in the following transactions: 1. On June 4, 1996, the Company issued 15,000 shares to Gary Myers and 20,000 shares to Bobby Meeks pursuant to two Consulting Agreements, each dated April 15, 1996. 2. On February 9, 1996, the Board of Directors of the Company authorized the issuance to RBB Bank Aktiengesellschaft ("RBB Bank"), located in Graz, Austria, of 1,100 shares of its Series 1 Class A Preferred Stock (the "Series 1 Preferred") pursuant to an Offshore Securities Subscription Agreement, dated February 9, 1996 (the "Offshore Agreement"). The Offshore Agreement was entered into pursuant to, and the shares of Series 1 Preferred were issued in an offshore transaction exempt from registration under, and in accordance with, Regulation S promulgated under the Securities Act of 1933, as amended (the "Act"). The shares of Common Stock issued, or to be issued, upon conversion of the Series 1 Preferred are exempt from registration under the Act pursuant to Regulation S and/or Section 3(a)(9) under the Act. The terms of the Series 1 Preferred provide that the Series 1 Preferred is convertible, at any time commencing forty-five (45) days after February 9, 1996, into shares of the Company's Common Stock, par value $.001 per share, at a conversion price equal to the aggregate value of the shares of Series 1 Preferred being converted, together with all accrued but unpaid dividends thereon, divided by the "Average Stock Price" per share (as defined in the Offshore Agreement). On May 30, 1996, RBB Bank exercised its right to convert an additional 622 shares of the Series 1 Preferred, thereby entitling RBB Bank to receive 902,083 shares of Common Stock. As a result, 902,083 shares of Common Stock were issued to RBB Bank on June 6, 1996. II. CHANGE IN NAME OF ISSUER 1. Name prior to change:_________________________________________ 2. Name after change:____________________________________________ 3. Effective date of charter amendment changing name:_________ 4. Date of shareholder approval of change, if required:_______ Date: June 17, 1996. /s/ Richard T. Kelecy ______________________________ Richard T. Kelecy Chief Financial Officer (Officer's signature & title) MBEN:\N-P\PESI\10C\10C696.ASC -----END PRIVACY-ENHANCED MESSAGE-----