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) May 1,
2009
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
(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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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Section
5 – Corporate Governance and Management
Item
5.02 – Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Management
Incentive Plans (“MIP”)
On May 1,
2009, the Company’s Compensation and Stock Option Committee (“Compensation
Committee”) approved individual management incentive plans for fiscal year 2009
for Dr. Louis F. Centofanti, our Chief Executive Officer (“CEO”), Larry
McNamara, our Chief Operating Officer (“COO”), and Ben Naccarato, our Chief
Financial Officer (“CFO”). The MIPs are effective as of January 1,
2009. Each MIP provides cash compensation based on achievement of
performance thresholds, with the amount of such compensation established as a
percentage of base salary. The potential target performance
compensation ranges from 25% to 44% of the 2009 base salary for the CFO and 50%
to 87% of the base salary for each of the COO and CEO.
The performance compensation
for the COO and CEO
is based upon achievement
of corporate financial net
income and revenue,
health, safety, and environmental compliance
objectives during fiscal year 2009. Of the total potential
performance compensation, 55% is based on net income goals, 15% is based on
revenue goals, 15% is based on the number of health and safety claim incidents
that occur during fiscal year 2009, and the remaining 15% is based on the
number of notices alleging
violations relating to environmental, health or safety requirements under our
permit or license
violations that occur during the fiscal year. The revenue and net income components
are based on our board approved 2009 budget.
The
performance compensation for the CFO is based upon achievement of net income,
administrative expense, financial oversight, centralization of accounting and
information technology functions objectives, as well as the timely filing with
the Securities and Exchange Commission (“SEC”) of the Company’s annual and
quarterly reports and Form 8-Ks. Of the total potential performance
compensation, 25% is based on net income goals, 15% is based on maintaining or
reducing our budgeted administrative expense, 10% is based on the timeliness of
the Company’s annual, quarterly, and Form 8-K report filings with the SEC, 10%
is based on financial oversight, 10% is based on compliance with the
requirements of the Sarbanes-Oxley Act of 2002, and 30% is based on accounting
centralization and information technology objectives. The net income
and administrative expense components are based on our board approved 2009
budget.
Performance
compensation earned under each MIP by the CEO, COO, and CFO will be reduced by
15% if the Company’s unbilled trade receivable balance older than December 31,
2006, is not reduced by $4.0 million or more as of December 31, 2009, from the
unbilled balance as of December 31, 2008. The minimum performance
compensation becomes payable upon achieving between 85% to 100% of corporate
financial objectives, with the maximum performance compensation becoming
payable upon achieving 161% of such objectives, except the CFO’s minimum
performance compensation for achieving administrative expense goals is based on
maintaining the Company’s administrative expense at 100% of the objective, with
the maximum performance compensation payable if administrative expense is 88% of
the objective.
The
annual MIP compensation is estimated and prepaid on a quarterly
basis. The following table sets forth the MIP compensation payable
with respect to the first quarter of 2009:
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Name
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MIP Compensation
1st Quarter 2009
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Dr.
Louis F. Centofanti
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$ |
29,887.65 |
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Larry
McNamara
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$ |
26,566.80 |
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Ben
Naccarato
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$ |
8,775.00 |
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Based on
the amount of annual MIP compensation payable with respect to the 1st quarter
of 2009, if the participants achieve the maximum amounts that may be earned for
the remaining three quarters of 2009, the CEO, COO, and CFO would earn
approximately $221,455, $189,278, and $87,500, under their respective
MIP arrangement for 2009.
If at the
conclusion of any calendar quarter, the MIP compensation prepayment due to the
CEO, COO, or CFO is less than the amount prepaid in the previous quarters during
2009 to such individual and the overpayment exceeds $25,000, the MIP participant
will reimburse the Company for the amount of the overpayment through payroll
deductions in accordance with the Company’s normal payroll
practices.
If the
MIP participant’s employment with the Company is voluntarily or involuntarily
terminated prior to a regularly scheduled MIP compensation payment period, no
MIP payment will be payable for and after such period. The
Compensation Committee retains the right to modify, change or terminate each MIP
at any time and for any reason.
The
summary of the terms of each MIP set forth above is qualified in its entirety by
reference to the terms of such MIPs, which are attached hereto as
Exhibits 10.1, 10.2, and 10.3, and incorporated herein by
reference.
Employment
Agreements
On May 6,
2009, the Company entered into employment agreements with each of Dr. Louis F.
Centofanti (the “CEO Agreement”), Larry McNamara (the “COO Agreement”), and Ben
Naccarato (the “CFO Agreement”). Pursuant to the employment
agreements, (a) Dr. Centofanti will continue to serve as the Company’s Chief
Executive Officer and President, with an annual base salary of $253,094, (b) Mr.
McNamara will continue to serve as the Company’s Chief Operating Officer, with
an annual base salary of $216,320, and (c) Mr. Naccarato will continue to serve
as the Company’s Chief Financial Officer, with an annual base salary of
$200,000. In addition, each such executive officer is entitled to
participate in the Company's benefits plans and to any performance compensation
payable under the respective MIP described above.
Each of
the employment agreements is effective for three years, unless earlier
terminated by the Company with or without “cause” (as defined in the agreements)
or by the executive officer for “good reason” (as defined in the agreements) or
any other reason. If the executive officer’s employment is terminated
due to death, disability or for cause, the Company will pay to the executive
officer or to his estate a lump sum equal to the sum of any unpaid base salary
through the date of termination and any benefits due to the executive officer
under any employee benefit plan, excluding any severance program or policy (the
“Accrued Amounts”).
If the
executive officer terminates his employment for “good reason” (as defined in the
agreements) or is terminated without cause, the Company will pay the executive
officer a sum equal to the total Accrued Amounts, plus one year of full base
salary. If the executive terminates his employment for a reason other
than for good reason, the Company will pay to the executive the amount equal to
the Accrued Amounts. If there is a Change in Control (to be defined
in the employment agreements), all outstanding stock options to purchase common
stock held by the executive officer will immediately become exercisable in
full. The amounts payable with respect to a termination (other than
base salary and amounts otherwise payable under any Company employee benefit
plan) are payable only if the termination constitutes a “separation from
service” (as defined under Treasury Regulation Section
1.409A-1(h)).
The
summary of the terms of the CEO Agreement, COO Agreement, and CFO Agreement set
forth above is qualified in its entirety by reference to the terms of such
employment agreement, which are attached hereto as Exhibits 10.4,
10.5, and 10.6, respectively, and incorporated herein by reference.
Section
9 – Financial Statements and Exhibits
Item
9.01 – Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number
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Description
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10.1
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2009
Incentive Compensation Plan for Chief Executive Officer, effective January
1, 2009.
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10.2
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2009
Incentive Compensation Plan for Chief Operating Officer, effective January
1, 2009
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10.3
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2009
Incentive Compensation Plan for Vice President, Chief Financial Officer,
effective January 1, 2009
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10.4
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Employment
Agreement dated May 6, 2009 between Louis Centofanti, Chief Executive
Officer, and Perma-Fix Environmental Services, Inc.
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10.5
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Employment
Agreement dated May 6, 2009 between Larry McNamara, Chief Operating
Officer, and Perma-Fix Environmental Services, Inc.
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10.6
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Employment
Agreement dated May 6, 2009 between Ben Naccarato, Chief Financial
Officer, and Perma-Fix Environmental Services,
Inc.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated: May
7, 2009
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PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
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By:
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/s/ Ben Naccarato
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Ben
Naccarato
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Vice
President and
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Chief
Financial Officer
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