PERMA-FIX ENVIRONMENTAL SERVICES, INC. (NASDAQ:PESI) Files An 8-K Other EventsItem 8.01 – Other Events
On May 30, 2018, Perma-Fix Environmental Services, Inc., a Delaware corporation (the “Company”), completed the previously announced exchange offer (“Exchange Offer”). to the Exchange Offer all 13 holders of record of the outstanding shares of Series B Preferred Stock (“Series B Preferred”) issued by East Tennessee Materials and Energy Corporation, a Tennessee corporation (“M&EC”) and a subsidiary of the Company, elected to exchange their Series B Preferred for the Company’s common stock, par value $.001 per share (“Common Stock”). The Company has elected to accept the exchange. to the Exchange Offer, a total of 134,994 shares of Common Stock will be issued to the holders of the Series B Preferred in exchange for 1,284,730 shares of Series B Preferred outstanding, together with a nominal amount of cash for fractional shares. This is based on each holder of the Series B Preferred receiving for every share of Series B Preferred so exchange 0.1050805 shares of Common Stock, with the total number of shares of Common Stock to be issued as a result of the exchange not to exceed 135,000 shares.
The shares of Common Stock to be issued to the Exchange Offer for the shares of M&EC Series B Preferred are issued in a private placement to an exemption from registration under Rule 506 of Regulation D under the Securities Act of 1933, as amended (“Securities Act”). Shares of Common Stock issued or to be issued in the exchange will be considered restricted securities that have restrictions on transferability and may not be transferred or resold except in compliance with the registration requirements of the Securities Act or to an exception therefrom and in compliance with other applicable securities laws.
The Exchange Offer was distributed solely to the holders of record of the Series B Preferred and in such jurisdictions as permitted under applicable law. All of the holders of Series B Preferred agreed, among other things, to the exchange, that each waived their rights to, and release M&EC and the Company from any obligations for, any accrued and unpaid cumulative dividends on the Series B Preferred, and that the shares of Common Stock issued under the exchange shall be restricted securities. No dividends were ever declared on the cumulative Series B Preferred, and as of April 1, 2018, there were accrued and unpaid cumulative dividends on the Series B Preferred totaling $1,011,069.82.
This report does not constitute an offer or invitation to sell or purchase, or the solicitation of tenders 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 press release announcing completion of the Exchange Offer is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
PERMA FIX ENVIRONMENTAL SERVICES INC ExhibitEX-99.1 2 ex99-1.htm Perma-Fix Announces Closing of Private Exchange Offer ATLANTA – May 31,…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.
