PERMA-FIX ENVIRONMENTAL SERVICES, INC. (NASDAQ:PESI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On April 19, 2018, Dr. Gary Kugler, a director, announced to Perma-Fix Environmental Services, Inc.’s (the “Company”) Board of Directors that he is retiring, and, as a result, would not be standing for reelection as a director of the Company at the Company’s next annual meeting of shareholders. Dr. Kugler will continue to serve as a director until the Company’s next annual meeting of shareholders.
Section 8 – Other Events
Item 8.01 – Other Events
Exchange Offer
On April 24, 2018, the Company announced a private exchange offer (“Exchange Offer”), to all holders of the Series B Preferred Stock (the “Series B Preferred Stock”) of East Tennessee Materials and Energy Corporation, a Tennessee corporation (“M&EC”) and a subsidiary of the Company, to exchange, for every share of Series B Preferred Stock tendered, (a) 0.1050805 shares of newly issued common stock of the Company, par value $.001 per share (“Common Stock”), and (b) cash in lieu of fractional shares of Common Stock that would otherwise be issuable to the tendering holder of Series B Preferred Stock, in an amount equal to such fractional share of Common Stock multiplied by the closing price per share of the Common Stock on the last trading day immediately preceding the expiration date of the Exchange Offer. The Exchange Offer is being made on an all-or-none basis, for all 1,284,730 shares of Series B Preferred Stock outstanding and will expire at Midnight, Eastern Standard Time, on May 30, 2018, unless extended or earlier terminated by the Company. Assuming all currently outstanding shares of Series B Preferred Stock are tendered for exchange and not validly withdrawn, the Company would issue an amount of its shares of Common Stock not to exceed 135,000. The Company owns 50% of the voting capital stock of M&EC.
The shares of Company common stock to be issued in exchange for shares of M&EC’s Series B Preferred Stock will be issued to an exemption from registration under the Securities Act of 1933, as amended, and, as a result, will be considered restricted securities that have restrictions on transferability.
This report does not constitute an offer or an invitation by the Company to participate in the Exchange Offer in any manner, including in any jurisdiction in which it is unlawful to make such an offer or solicitation in such jurisdiction.
A copy of the Company’s press release issued in connection with this announcement is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Board of Director Committees
On April 19, 2018, the Company Board of Directors (“the Board”) approved the following revisions to the composition of the following Board Committees.
Audit Committee
Mark Zwecker – Chairman
Robert Cochran
Larry Shelton
Larry Shelton, who is the Chairman of the Board, replaced Dr. Gary Kugler as an Audit Committee member. The Board has determined that Larry Shelton meets the Nasdaq’s composition requirements, including the requirements regarding financial literacy and financial sophistication, and that Larry Shelton is independent under the Nasdaq listing standards and the rules of the Securities and Exchange Commission (“SEC”) regarding audit committee membership. The Board has also determined that Larry Shelton is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
Compensation and Stock Option Committee
Larry Shelton – Chairman
Joe Reeder
Mark Zwecker
Mark Zwecker replaced Dr. Gary Kugler as a member of the Compensation and Stock Option Committee and Larry Shelton, who is an existing member, was appointed as the Chairman.
Corporate Governance and Nominating Committee
Joe Reeder – Chairman
Robert Cochran
Zach Wamp
Zach Wamp replaced Dr. Gary Kugler as a member of the Corporate Governance and Nominating Committee.
The Research and Development (“R&D”) Committee was dissolved effective immediately. All R&D activities will be managed and reviewed by senior management and oversight of these activities will be conducted by the Board as deemed necessary.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
PERMA FIX ENVIRONMENTAL SERVICES INC ExhibitEX-99.1 2 ex99-1.htm Perma-Fix Announces Private Exchange Offer ATLANTA – April 24,…To view the full exhibit click here
About PERMA-FIX ENVIRONMENTAL SERVICES, INC. (NASDAQ:PESI)
Perma-Fix Environmental Services, Inc. is an environmental and environmental technology know-how company. It operates in three segments: The Treatment Segment (Treatment), the Services Segment (Services) and the Medical Segment (Medical). Treatment includes nuclear, low-level radioactive, mixed (waste containing both hazardous and low-level radioactive waste), hazardous and non-hazardous waste treatment, processing and disposal services primarily through approximately four licensed and permitted treatment and storage facilities held by its subsidiaries. Services include on-site waste management services to commercial and government customers, technical services and nuclear services. The Medical segment includes research and development (R&D) of a new medical isotope production technology by its Polish subsidiary, Perma-Fix Medical S.A. (PF Medical). Its Treatment and Services provide services to research institutions, commercial companies, public utilities and governmental agencies.