================================================================================
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 30, 2005
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-11596 58-1954497
---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1940 N. W. 67th Place, Suite A, Gainesville, Florida 32653
---------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (352) 373-4200
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
================================================================================
SECTION 8 - OTHER EVENTS
ITEM - 8.01 OTHER EVENTS
On September 30, 2005, the Company received from Capital Bank GRAWE
Gruppe, AG, a notice dated September 26, 2005, to convert the 2,500 issued and
outstanding shares of the Company's Series 17 Class Q Convertible Preferred
Stock. Pursuant to the terms of the Series 17 Preferred Stock, the conversion
resulted in the issuance of 1,666,667 shares of the Company's common stock,
$.001 par value ("Common Stock") to Capital Bank, as agent for certain of its
investors. The final dividend due on the Series 17 Preferred Stock of
approximately $30,000 for the period from July 1, 2005 through the conversion
date will be paid in October 2005.
After conversion of the Series 17 Preferred Stock, Capital Bank owns of
record, as agent for certain investors, 6,425,375 shares of Common Stock, or
14.4% of the Company's issued and outstanding Common Stock as of September 30,
2005, and 2,659,807 shares that Capital Bank has the right to acquire, as agent
for certain investors, under certain Warrants. The Warrants are exercisable at
an exercise price of $1.75 per share of Common Stock. If Capital Bank were to
exercise all of the warrants, Capital Bank would hold, as agent for certain
investors, 9,085,182 shares or 19.2% of the Company's Common Stock, as of
September 30, 2005.
Capital Bank has advised the Company that it is a banking institution
regulated by the banking regulations of Austria, which holds shares of the
Company's Common Stock and rights to acquire Common Stock only as agent on
behalf of numerous Capital Bank investors. Capital Bank has represented that all
of its investors are accredited investors under Rule 501 of Regulation D
promulgated under the Act. In addition, Capital Bank has advised the Company
that none of its investors beneficially own more than 4.9% of the Company's
Common Stock. Capital Bank has further informed the Company that its clients
(and not Capital Bank) maintain full voting and dispositive power over such
shares. Consequently, Capital Bank has advised the Company that it believes it
is not the beneficial owner, as such term is defined in Rule 13d-3 of the
Exchange Act, of the shares of Common Stock registered in the name of Capital
Bank because it has neither voting nor investment power, as such terms are
defined in Rule 13d-3, over such shares. Capital Bank has informed the Company
that it does not believe that it is required (a) to file, and has not filed,
reports under Section 16(a), or (b) to file either Schedule 13D or Schedule 13G
in connection with the shares of Common Stock registered in the name of Capital
Bank.
Because Capital Bank (a) has advised the Company that it holds the
Common Stock as a nominee only, that it does not exercise voting or investment
power over the common stock held in its name, and that no one such investor of
Capital Bank holds more than 4.9% of our issued and outstanding Common Stock;
(b) has no right to, and is not believed to possess the power to, exercise
control over the Company's management or its policies; (c) has not nominated,
and has not sought to nominate, a director to the Company's board; and (d) has
no representative serving as an executive officer of the Company, we do not
believe that Capital Bank is an affiliate of the Company.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Number Description
-------------- -----------------------------------
99.1 Press release dated October 5, 2005
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.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By: /s/ Richard T. Kelecy
-----------------------
Richard T. Kelecy
Chief Financial Officer
Dated: October 6, 2005