-----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, TPY6IBI6uafJBGazgqysLncKMbgsNOBwxUtEcU3GDIXjHBYwPyM3LvR6+KFCkbRJ nEVdCw7L2pDIqsj9yVzR/g== 0001275287-05-004156.txt : 20051027 0001275287-05-004156.hdr.sgml : 20051027 20051027084619 ACCESSION NUMBER: 0001275287-05-004156 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051027 DATE AS OF CHANGE: 20051027 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-115061 FILM NUMBER: 051158532 BUSINESS ADDRESS: STREET 1: 1940 NORTHWEST 67TH PLACE STREET 2: SUITE A CITY: GAINESVILLE STATE: FL ZIP: 32653 BUSINESS PHONE: 3523734200 MAIL ADDRESS: STREET 1: 1940 NW 67TH PL STREET 2: SUITE A CITY: GAINESVILLE STATE: FL ZIP: 32653 424B3 1 pe3897.txt FORM 424B3 PROSPECTUS SUPPLEMENT NO. 1 Filed Pursuant to Rule 424(b)(3) To Prospectus Dated May 7, 2004 Registration No. 333-115061 PERMA-FIX ENVIRONMENTAL SERVICES, INC. This Prospectus Supplement No. 1 supplements the information contained in that certain prospectus, dated May 7, 2004, of Perma-Fix Environmental Services, Inc. (the "Company"), relating to the offer and sale from time to time of up to 6,391,651 shares of the Company's common stock by the individuals and entities named on page 13 in the prospectus under the section entitled "SELLING STOCKHOLDERS." This Prospectus Supplement No. 1 is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, dated May 7, 2004, including any other amendments or supplements thereto. As originally provided on page 13 of the Prospectus, Geduld Capital Partners, LP ("GCP") is listed in the Selling Stockholders table as beneficially owning a total of 101,250 shares of common stock, comprised of 75,000 shares held directly and 26,250 shares issuable upon the exercise of a warrant. In August 2005, the Company was notified that in connection with the reorganization of GCP, GCP transferred the 75,000 shares and the warrant for the purchase of up to 26,250 shares of common stock to Geduld Capital Management, LLC ("GCM"). GCM has advised the Company that GCM is the successor of GCP, and the ownership of GCM is substantially the same as the ownership of GCP. As originally provided on page 13 of the Prospectus, Baystar Capital II, L.P. ("Baystar") is listed in the Selling Stockholders table as beneficially owning a total of 243,000 shares of common stock, comprised of 180,000 shares held directly and 63,000 shares issuable upon the exercise of a warrant. Effective October 14, 2005, Baystar assigned a portion of their warrant for the purchase of up to 41,625 shares of common stock to SDS Capital Group SPC Ltd ("SDS"). Baystar will retain the remainder of the warrant to purchase up to 21,375 shares of common stock. As a result of the above, the Selling Stockholders table beginning on page 13 is amended by, (i) the deletion of GCP from the Selling Stockholders table, (ii) the insertion of GCM in place of GCP as a Selling Stockholder, (iii) reduction of the shares listed as beneficially owned by Baystar, and (iv) insertion of SDS as a Selling Stockholder.
SHARES OWNED SHARES OWNED BEFORE OFFERING SHARES BEING AFTER OFFERING ---------------------- OFFERED --------------------- SELLING STOCKHOLDER NUMBER PERCENT NUMBER NUMBER PERCENT - ------------------------------ -------- --------- ------------ -------- --------- Baystar Capital II L.P. 21,675(3) * 21,675 - - Geduld Capital Management, LLC 101,250(7) * 101,250 - - SDS Capital Group SPC Ltd 41,625(19) * 41,625 - -
(3) Includes 21,675 shares issuable upon the exercise of warrants that were issued in connection with the private placement discussed under "Recent Developments - Private Placement." Lawrence Goldfarb, as managing member of Baystar Capital Management, LLC, the general partner of Baystar Capital II, L.P., has voting and investment power over these shares and disclaims beneficial ownership of these shares. (7) Includes 75,000 shares owned directly and 26,250 shares issuable upon the exercise of warrants that were issued in connection with the private placement discussed under "Recent Developments - Private Placement." Steven Geduld, in his capacity as president of Geduld Capital Partners, LP, has voting and investment power over these shares. Geduld Capital Management, LLC is the successor of Geduld Capital Partners, LP. (19) Includes 41,325 shares issuable upon the exercise of warrants that were issued in connection with the private placement discussed under "Recent Developments - Private Placement." Steve Derby, the managing member of SDS Management, LLC, the investment manager of SDS Capital Group SPC, Ltd, has voting and investment power over these shares and disclaims beneficial ownership of these shares. ---------- All information in this Prospectus Supplement No. 1 is as of October 27, 2005. ---------- The date of this prospectus supplement is October 27, 2005.
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