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) September
26, 2008
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-11596
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58-1954497
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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8302
Dunwoody Place, Suite 250, Atlanta, Georgia
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30350
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(Address
of principal executive offices)
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(Zip
Code)
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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:
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Written
communications pursuant to Rule 425 under the Securities
Act
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Section
1 - Registrant’s Business and Operations
Item
1.01 - Entry Into A Material Definitive Agreement
See
Item
8.01 under “Correcting Amendment,” which is incorporated into this Item 1.01
herein by reference.
Section
8 - Other Events
Item
8.01 - Other Events
Industrial
Segment
On
September 26, 2008, our Board of Directors approved retaining our Industrial
Segment facilities/operations at Perma-Fix of Fort Lauderdale, Inc. (“PFFL”),
Perma-Fix of South Georgia, Inc. (“PFSG”), and Perma-Fix of Orlando, Inc.
(“PFO”). As previously disclosed on May 18, 2007, our Board of Directors
authorized the divestiture of our Industrial Segment facilities/operations.
We
have since completed the sale of substantially all of the assets of three
facilities within our Industrial Segment: Perma-Fix Treatment Services, Inc.
(“PFTS”) to A Clean Environmental Company, Inc. (“ACE”) on May 30, 2008;
Perma-Fix of Dayton, Inc. (“PFD”) on March 14, 2008 to OGM, Ltd (“OGM”), and
Perma-Fix of Maryland, Inc. (“PFMD”) on January 8, 2008 to Triumvirate
Environmental, Inc. (“TEI”).
The
Company believes that its remaining Industrial Segment operations are
self-sufficient, which should allow senior management the freedom to focus
on
growing its nuclear operations, while benefiting from the cash flow and growth
prospects of its remaining Industrial Segment facilities.
We
are
currently reviewing the impact of reclassifying the three facilities as part
of
our continuing operations in our third quarter 2008 financial statements. Our
income statement for the third quarter of 2008 will be impacted to reflect
any
required adjustments to the carrying value of assets for these facilities.
All
prior period financial results reported during 2008 and 2007 will be
reclassified to reflect these three facilities as part of our continuing
operations.
The
sales
of the PFTS assets, PFD assets, and PFMD assets were reported in the Company’s
Current Reports on Form 8-K, dated June 5, 2008, March 20, 2008 and January
14,
2008, respectively.
Correcting
Amendment
This
disclosure amends the Form 8-K, filed May 8, 2008, reporting the Rights
Agreement, dated May 2, 2008, between the Company and Continental Stock Transfer
and Trust Company, as Rights Agent (the “Rights Agent”). On September 29, 2008,
the Company and the Rights Agent entered into a Letter Agreement changing the
Rights Agreement to correct certain subparagraph numbers contained in the Rights
Agreement that were inadvertently misnumbered. A copy of the Letter Agreement
is
attached as Exhibit 4.1 to this report and is incorporated herein by
reference.
| 4.1 |
Letter
Agreement, dated September 29,
2008.
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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:
October 2, 2008
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PERMA-FIX
ENVIRONMENTAL SERVICES, INC. |
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By: |
/s/
Steven T. Baughman |
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Steven
T. Baughman |
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Vice
President and |
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Chief Financial Officer |