8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) March 14, 2008

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-11596	58-1954497
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8302 Dunwoody Place, Suite 250, Atlanta, Georgia	30350
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (770) 587-9898

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

1

Section 1 - Registrant’s Business and Operations

Item 1.01 - Entry Into A Material Definitive Agreement

On March 14, 2008, Perma-Fix of Dayton, Inc., an Ohio corporation (“PFD”), a wholly owned subsidiary of Perma-Fix Environmental Services, Inc. (“Company”), sold substantially all of its assets to OGM, Ltd. (“OGM”), pursuant to the terms of an Asset Purchase Agreement, dated March 14, 2008, by and among the Company, PFD, and OGM. In consideration for such assets, OGM paid $2.143 million cash at the closing and assumed certain liabilities of PFD. The cash consideration is subject to certain working capital adjustments during the first half of 2008.

The disposition of substantially all of the assets of PFD represents the Company’s second transaction in connection with its plan to divest all or part of the Company’s Industrial Segment, as disclosed in a Current Report on Form 8-K filed on May 21, 2007. As previously disclosed, on January 8, 2008, Perma-Fix of Maryland, Inc. (“PFMD”), a wholly owned subsidiary of the Company within the Company’s Industrial Segment, sold substantially all of its assets to Triumvirate Environmental, Inc. (“TEI”), pursuant to the terms of an Asset Purchase Agreement, dated January 8, 2008, by and among the Company, PFMD, TEI and TEI’s subsidiary Triumvirate Environmental (Baltimore), LLC.

Section 2 - Financial Information

Item 2.01 - Completion of Acquisition or Disposition of Assets

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.01 by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits

(b) Pro forma financial information

The Company has prepared unaudited pro forma financial information to present the impact of the following completed and proposed sales transactions:

· Sale of substantially all of the assets of the Company’s wholly owned subsidiary, Perma-Fix of Maryland, Inc. As previously disclosed, this sale was made to a wholly owned subsidiary of Triumvirate Environmental, Inc. on January 8, 2008, for a sales price of $3.825 million cash plus or minus a working capital adjustment.

· Sale of substantially all of the assets of the Company’s wholly owned subsidiary, Perma-Fix of Dayton, Inc. This sale was made to OGM, Ltd. on March 14, 2008, for a sales price of $2.143 million cash plus or minus a working capital adjustment.

2

· Proposed sale of the remaining facilities/operations of the Company’s Industrial Segment as disclosed in Current Report on Form 8-K filed on May 21, 2007.

These unaudited pro forma financial statements should be read in conjunction with the Company’s historical consolidated financial statements and the related notes that are included in its Annual Report on Form 10-K for the year ended December 31, 2006 and its Quarterly Report on Form 10-Q for the nine months ended September 30, 2007.

(d) Exhibits.

Exhibit	Description
10.1	Asset Purchase Agreement, dated March 14, 2008, by and between Perma-Fix Environmental Services, Inc., Perma-Fix of Dayton, Inc. and OGM, Ltd. The asset purchase agreement identifies certain schedules and exhibits to the asset purchase agreement. Such schedules and exhibits are not filed, and the Registrant agrees to furnish a copy of the omitted schedules and exhibits to the commission upon request.
99.1	Press Release, dated March 17, 2008 announcing disposition of assets of Perma-Fix of Dayton, Inc.
99.2	Unaudited Pro Forma Condensed Consolidated Financial Statements.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 20, 2008
	PERMA-FIX ENVIRONMENTAL SERVICES, INC.
	By:	/s/ Steven T. Baughman
		Steven T. Baughman
		Vice President and Chief Financial Officer

3

EX-10.1

EX-99.2

Exhibit 99.2

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

UNAUDITED PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS

INTRODUCTION

The Company has prepared unaudited pro forma financial information to present the impact of the following completed and proposed sales transactions:

· Sale of substantially all of the assets of the Company’s wholly owned subsidiary, Perma-Fix of Maryland, Inc. As previously disclosed, this sale was made to a wholly owned subsidiary of Triumvirate Environmental, Inc. on January 8, 2008, for a sales price of $3.825 million cash plus or minus a working capital adjustment.

· Sale of substantially all of the assets of the Company’s wholly owned subsidiary, Perma-Fix of Dayton, Inc. This sale was made to OGM, Ltd. on March 14, 2008, for a sales price of $2.143 million cash plus or minus a working capital adjustment.

· Proposed sale of the remaining facilities/operations of the Company’s Industrial Segment as disclosed in a Current Report on Form 8-K filed on May 21, 2007.

These unaudited pro forma financial statements should be read in conjunction with the Company’s historical consolidated financial statements and the related notes that are included in its Annual Report on Form 10-K for the year ended December 31, 2006 and its Quarterly Report on Form 10-Q for the nine months ended September 30, 2007.

The following unaudited pro forma balance sheet as of September 30, 2007 gives effect to the sales transactions summarized above as if the receipts of the sales proceeds and related payments of long-term debt and other accrued obligations had occurred on that date. The following unaudited pro forma statements of operations for the nine months ended September 30, 2007 and for the years ended December 31, 2006, 2005, and 2004 give effect to the sales transactions summarized above as if the receipts of the sales proceeds and related payments of long-term debt and other accrued obligations had occurred as of the beginning of each period.

The following unaudited pro forma financial statements are presented for illustrative purposes only and do not necessarily indicate the financial results of the Company had the receipts of the sales proceeds and related payments of long-term debt and other accrued obligations actually occurred as of the dates indicated. This financial information has been derived from and should be read together with the historical consolidated financial statements and the related notes of the Company incorporated by reference in this Form 8-K. In addition, the allocations of the sales prices reflected in the unaudited pro forma financial statements are preliminary and are subject to adjustment and may vary from the actual sales price allocations that will be recorded as of the effective date of the transactions.

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

PRO-FORMA CONSOLIDATED BALANCE SHEET

(UNAUDITED)

	Historical Perma-Fix			Completed Dispositions						Adjusted
(Amounts in Thousands, Except for Share Amounts)	September 30, 2007 (d)			Perma-Fix of Dayton, Inc.		Perma-Fix of Maryland, Inc.		Pro-Forma Adjustments		September 30, 2007
ASSETS
Current assets:
Cash	$	108		$	-	$	-	$	-	$	108
Restricted cash		35			-		-		-		35
Investment trading securities		84			-		-		-		84
Account receivable, net of allowance for doubtful accounts of $128		10,204			-		-		-		10,204
Unbilled receivables		11,383			-		-		-		11,383
Inventories		322			-		-		-		322
Prepaid expenses and other assets		4,065			-		-		-		4,065
Assets of discontinued operations, held for sale		6,069			1,317		1,901		-		2,851
Total current assets		32,270			1,317		1,901		-		29,052
Property and equipment:
Buildings and land		20,534			-		-		-		20,534
Equipment		30,125			-		-		-		30,125
Vehicles		141			-		-		-		141
Leasehold improvements		11,458			-		-		-		11,458
Office furniture and equipment		2,267			-		-		-		2,267
Construction-in-progress		1,461			-		-		-		1,461
		65,986			-		-		-		65,986
Less accumulated depreciation and amortization		(19,094	)		-		-		-		(19,094	)
Net property and equipment		46,892			-		-		-		46,892
Property and equipment of discontinued operations, included
in assets held for sale		12,568			3,210		1,564		-		7,794
Intangibles and other assets:									-
Permits		15,625			-		-		-		15,625
Goodwill		9,418			-		-		-		9,418
Unbilled receivables - non-current		3,276			-		-		-		3,276
Finite risk sinking fund		5,961			-		-		-		5,961
Other assets		2,627			-		-		-		2,627
Intangible and other assets included in assets held for sale		2,369			771		-		-		1,598
Total assets	$	131,006		$	5,298	$	3,465	$	-	$	122,243

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

PRO-FORMA CONSOLIDATED BALANCE SHEET

(UNAUDITED)

	Historical Perma-Fix			Completed Dispositions								Adjusted
(Amounts in Thousands, Except for Share Amounts)	September 30, 2007 (d)			Perma-Fix of Dayton, Inc.		Perma-Fix of Maryland, Inc.		Pro-Forma Adjustments				September 30, 2007
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,753		$	-	$	-		-			$	$3,753
Current environmental accrual		360			-		-		-				360
Accrued expenses		14,918			-		-		-				14,918
Unearned revenue		3,281			-		-		-				3,281
Current liabilities related to discontinued operations		8,006			2,901		716		1,661		(b)		6,050
Current portion of long-term debt		4,078			-		-		(1,000	)	(a)		3,078
Total current liabilities		34,396			2,901		716		661				31,440
Environmental accruals		247			-		-		-				247
Accrued closure costs		8,702			-		-		-				8,702
Other long-term liabilities		3,411			-		-		-				3,411
Long-term liabilities related to discontinued operations		3,722			542		660		482		(b)		3,002
Long-term debt, less current portion		13,547			-		-		(4,968	)	(a)		8,579
Total long-term liabilities		29,629			542		660		(4,486	)			23,941
Total liabilities		64,025			3,443		1,376		(3,825	)			55,381
Commitments and Contingencies		-			-		-		-				-
Preferred Stock of subsidiary, $1.00 par value; 1,467,396		1,285			-		-		-				1,285
shares authorized, 1,284,730 shares issued and
outstanding, liquidation value $1.00 per share
Stockholders’ equity:
Preferred Stock, $.001 par value; 2,000,000 shares authorized,
no shares issued and outstanding		-			-		-		-				-
Common Stock, $.001 par value; 75,000,000 shares authorized,
53,055,924 issued and outstanding		53			-		-		-				53
Additional paid-in capital		95,996			-		-		-				95,996
Stock subscription receivable		(39	)		-		-		-				(39	)
Accumulated deficit		(30,314	)		1,855		2,089		3,825		(c)		(30,433	)
Total stockholders' equity		65,696			1,855		2,089		3,825				65,577
Total liabilities and stockholders' equity	$	131,006		$	5,298	$	3,465	$	-			$	122,243

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

PRO-FORMA CONSOLIDATED BALANCE SHEET

Notes to Pro-Forma Consolidated Balance Sheet:

(a) Represents cash received at closing for Perma-Fix of Dayton, Inc. of $2.143 million and Perma-Fix of Maryland, Inc. of $3.825 million, which is used to pay down our term note with the remaining balance used to pay down our revolver. This amount includes the Company’s estimate of working capital adjustments, as provided in the Asset Purchase Agreement, dated March 14, 2008, and January 8, 2008, respectively, which are subject to post closing confirmation.

(b) Represents retained liabilities associated with Perm-Fix of Maryland, Inc. and Perma-Fix of Dayton, Inc.

(c) Amount represents the aggregate of above noted adjustments. During the quarter ended December 31, 2007, the Company expects to record an impairment charge of approximately $2,163,000 for Perma-Fix of Dayton, Inc. The sale of Perma-Fix of Dayton, Inc., and Perma-Fix of Maryland, Inc., which will be booked in the quarter ended March 31, 2008, is subject to adjustment based on the resolution of the working capital provision contained in the respective Asset Purchase Agreements, noted above.

(d) Represents the Consolidated Balance Sheet included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007.

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

PRO-FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007

(UNAUDITED)

	Historical Perma-Fix Nine Months			Completed Dispositions							Pro-Forma Nine Months
(Amounts in Thousands, Except for per Share Amounts)	Ended September 2007(e)			Perma-Fix of Dayton, Inc. (f)		Perma-Fix of Maryland,  Inc. (f)		Pro-Forma Adjustments			Ended September 2007
Net revenues	$	40,298		$	-	$	-	$	-		$	40,298
Cost of goods sold		26,628			-		-		-			26,628
Gross profit		13,670			-		-		-			13,670
Selling, general and administrative expenses		11,535			-		-		-			11,535
Gain on disposal of fixed assets		(1	)		-		-		-			(1	)
Income from operations		2,136			-		-		-			2,136
Other income (expense):
Interest income		238			-		-		-			238
Interest expense		(949	)		-		-		395	(a)		(554	)
Interest expense - financing fees		(143	)		-		-		-			(143	)
Other		(48	)		-		-		-			(48	)
Income from continuing operations before income taxes		1,234			-		-		395			1,629
Income tax expense		23			-		-		-			23
Income from continuing operations	$	1,211		$	-	$	-	$	395		$	1,606
Net income per common share - basic:
Continuing operations	$	.02									$	.03
Net income per common share - diluted:
Continuing operations	$	.02									$	.03
Number of shares used in computing net income
per share:
Basic		52,349										52,349
Diluted		53,673										53,673

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

PRO-FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2006

(UNAUDITED)

	Historical Perma-Fix Twelve			Completed Dispositions						Other Industrial						Pro-Forma Twelve
(Amounts in Thousands, Except for per Share Amounts)	Months Ended December 2006 (e)			Perma-Fix of Dayton, Inc.(f)			Perma-Fix of Maryland,  Inc.(f)			Facilities/ Operations Held for Sale			Pro-Forma Adjustments			Months Ended December 2006
Net revenues	$	87,929		$	6,576		$	8,947		$	19,625		$	-		$	52,781
Cost of goods sold		58,719			4,947			7,187			15,531			-			31,054
Gross profit		29,210			1,629			1,760			4,094			-			21,727
Selling, general and administrative expenses		22,949			1,964			1,045			5,620			-			14,320
Loss (gain) on disposal of fixed assets		28			2			16			(38	)		-			48
Income (loss) from operations		6,233			(337	)		699			(1,488	)		-			7,359
Other income (expense):
Interest income		285			5			-			-			-			280
Interest expense		(1,346	)		(17	)		(20	)		(68	)		513	(b)		(728	)
Interest expense - financing fees		(193	)		1			-			(2	)		-			(192	)
Other		(110	)		-			8			(63	)		-			(55	)
Income (loss) from continuing operations before income taxes		4,869			(348	)		687			(1,621	)		513			6,664
Income tax expense		507			-			-			-			-			507
Income (loss) from continuing operations	$	4,362		$	(348	)	$	687		$	(1,621	)	$	513		$	6,157
Net income per common share - basic:
Continuing operations	$	.09														$	.13
Net income (loss) per common share - diluted:
Continuing operations	$	.09														$	.13
Number of shares used in computing net income
per share:
Basic		48,157															48,157
Diluted		48,768															48,768

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

PRO-FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2005

(UNAUDITED)

	Historical Perma-Fix Twelve			Completed Dispositions						Other Industrial						Pro-Forma Twelve
(Amounts in Thousands, Except for per Share Amounts)	Months Ended December 2005 (e)			Perma-Fix of Dayton, Inc.(f)			Perma-Fix of Maryland,  Inc.(f)			Facilities/ Operations Held for Sale			Pro-Forma Adjustments			Months Ended December 2005
Net revenues	$	90,866		$	6,982		$	9,360		$	24,426		$	-		$	50,098
Cost of goods sold		65,470			6,172			7,805			20,165			-			31,328
Gross profit		25,396			810			1,555			4,261			-			18,770
Selling, general and administrative expenses		20,443			896			996			6,415			-			12,136
(Gain) loss on disposal or impairment of fixed asset		(334	)		(1	)		(334	)		(5	)		-			6
Income (loss) from operations		5,287			(85	)		893			(2,149	)		-			6,628
Other income (expense):
Interest income		133			7			-			-			-			126
Interest expense		(1,594	)		(145	)		(84	)		137			328	(c)		(1,174	)
Interest expense - financing fees		(318	)		-			-			-			-			(318	)
Other		(7	)		3			4			(13	)		-			(1	)
Income (loss) from continuing operations before income taxes		3,501			(220	)		813			(2,025	)		328			5,261
Income tax expense		432			-			-			-			-			432
Income (loss) from continuing operations	$	3,069		$	(220	)	$	813		$	(2,025	)	$	328		$	4,829
Net income per common share - basic:
Continuing operations	$	.07														$	.11
Net income (loss) per common share - diluted:
Continuing operations	$	.07														$	.11
Number of shares used in computing net income
per share:
Basic		42,605															42,605
Diluted		44,804															44,804

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

PRO-FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2004

(UNAUDITED)

	Historical Perma-Fix  Twelve			Completed Dispositions						Other Industrial						Pro-Forma Twelve
(Amounts in Thousands, Except for per Share Amounts)	Months Ended December 2004 (e)			Perma-Fix of Dayton, Inc.(f)			Perma-Fix of Maryland, Inc.(f)			Facilities/ Operations Held for Sale			Pro-Forma Adjustments			Months Ended December 2004
Net revenues	$	82,483		$	7,737		$	7,580		$	21,283		$	-		$	45,883
Cost of goods sold		58,770			6,618			6,025			17,797			-			28,330
Gross profit		23,713			1,119			1,555			3,486			-			17,553
Selling, general and administrative expenses		18,461			1,116			622			5,946			-			10,777
Loss (gain) on disposal or impairment of fixed assets		994			5			-			990			-			(1	)
Impairment loss on intangible assets		9,002			3,183			-			5,819			-			-
(Loss) income from operations		(4,744	)		(3,185	)		933			(9,269	)		-			6,777
Other income (expense):
Interest income		3			2			-			1			-			-
Interest expense		(2,020	)		(57	)		(35	)		(695	)		258	(d)		(975	)
Interest expense - financing fees		(2,191	)		-			-			-			-			(2,191	)
Other		(456	)		(12	)		(28	)		(554	)		-			138
(Loss) income from continuing operations before income taxes		(9,408	)		(3,252	)		870			(10,517	)		258			3,749
Income tax expense		169			-			-			-			-			169
(Loss) income from continuing operations	$	(9,577	)	$	(3,252	)	$	870		$	(10,517	)	$	258		$	3,580
Net (loss) income per common share - basic:
Continuing operations	$	(.24	)													$	.09
Net (loss) income per common share - diluted:
Continuing operations	$	(.24	)													$	.09
Number of shares used in computing net (loss) income
per share:
Basic		40,478															40,478
Diluted		40,478															40,478

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

PRO-FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

Notes to Pro-Forma Consolidated Statements of Operations:

(a) Amount represents a reduction in interest expense resulting from the proceeds ($5,968,000) from the sale of Perma-Fix of Maryland, Inc. and Perma-Fix of Dayton, Inc. to pay down the term note and revolver. This amount is calculated by multiplying the principle outstanding on the term note ($5,500,000 on January 1, 2007 reduced monthly by $83,333 times the monthly effective prime rate plus 1% (the effective interest rate currently being paid on this debt) plus multiplying the remaining amount of the proceeds used to pay down the revolver ($468,000) times the monthly average prime rate plus ½% times .75 (to calculate for 9 months).

(b) Amount represents a reduction in interest expense resulting from the proceeds ($5,968,000) from the sale of Perma-Fix of Maryland, Inc. and Perma-Fix of Dayton, Inc. to pay down the term note. This amount is calculated by multiplying the balance of the proceeds ($5,968,000) times the monthly effective prime rate plus 1% (the effective interest rate paid on this debt).

(c) Amount represents a reduction in interest expense resulting from the proceeds ($5,968,000) from the sale of Perma-Fix of Maryland, Inc. and Perma-Fix of Dayton, Inc. to pay down the term note and revolver. This amount is calculated by multiplying the principle outstanding on the term note ($3,083,000) on January 1, 2005 reduced monthly by $83,333 times the monthly effective prime rate plus 1% plus multiplying the remaining amount of the proceeds used to pay down the revolver ($2,885,000) times the monthly average prime rate plus ½%.

(d) Amount represents a reduction in interest expense resulting from the proceeds ($5,968,000) from the sale of Perma-Fix of Maryland, Inc. and Perma-Fix of Dayton, Inc. to pay down the term note and revolver. This amount is calculated by multiplying the principle outstanding on the term note ($4,083,000) on January 1, 2004 reduced monthly by $83,333 times the monthly effective prime rate plus 1% plus multiplying the remaining amount of the proceeds used to pay down the revolver ($1,885,000) times the monthly average prime rate plus ½%.

(e) Represents the Company’s Consolidated Statements of Operations included in the Company’s Form 10-Q for the period ended September 30, 2007 and Annual Report on Form 10-K for the years ended December 31, 2006, 2005, and 2004, as applicable.

(f) Represents adjustments to eliminate the results of operations of Perma-Fix of Dayton, Inc. and Perma-Fix of Maryland, Inc. There are no expected income tax consequences from these dispositions.