PROSPECTUS SUPPLEMENT NO. 3 Filed Pursuant to Rule 424(b)(3)
To Prospectus Dated May 7, 2004 Registration No. 333-115061
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
This Prospectus Supplement No. 3 supplements the information contained
in that certain Prospectus, dated May 7, 2004, of Perma-Fix Environmental
Services, Inc. (the "Company"), relating to the offer and sale from time to time
of up to 6,391,651 shares of the Company's common stock by the individuals and
entities named on page 13 in the Prospectus under the section entitled "SELLING
STOCKHOLDERS." This Prospectus Supplement No. 3 is not complete without, and may
not be delivered or utilized except in connection with, the Prospectus, dated
May 7, 2004, as amended by the Prospectus Supplement No. 1, dated October 27,
2005, and the Prospectus Supplement No. 2, dated December 21, 2005
(collectively, the "Prospectus"), and any other amendments or supplements
thereto.
Omicron Master Trust ("Omicron") is listed in the Selling Stockholders
table on page 13 of the Prospectus as beneficially owning a total of 300,000
shares of common stock, comprised of 222,222 shares held directly and 77,778
shares to be issued upon exercise of a warrant (the "Omicron Warrant"). Under
the terms of the Omicron Warrant, on or about April 1, 2006, Omicron assigned a
portion of the Omicron Warrant to Rockmore Investment Master Fund Ltd.
("Rockmore"). Pursuant to the assignment, the Company has canceled the original
warrant for 77,778 shares of common stock and issued two replacement warrants,
the first for 24,637 shares issuable to Rockmore and the second for 53,141
shares issuable to Omicron.
The Selling Stockholders table beginning on page 13 of the Prospectus
is hereby amended by (a) reducing the shares listed beneficially owned by
Omicron, (b) revising footnote 13 to reflect Omicron's beneficial ownership of
275,363 shares, (c) inserting Rockmore as a Selling Stockholder and (d) adding
footnote 20 to disclose Rockmore's beneficial ownership of 24,637 shares
issuable upon exercise of a warrant. The number of shares of common stock
covered by the Prospectus remains unchanged. Except with respect to each Selling
Stockholders listed below, the Selling Stockholders table beginning on page 13
of the Prospectus remains unchanged.
SHARES OWNED SHARES BEING SHARES OWNED
BEFORE OFFERING OFFERED AFTER OFFERING
--------------------- ------------ -------------------
SELLING STOCKHOLDER NUMBER PERCENT NUMBER NUMBER PERCENT
-------------------------------------------- -------- -------- ------------ -------- --------
Omicron Master Trust 275,363(13) * 275,363 -- --
Rockmore Investment Master Fund Ltd. 24,637(20) * 24,637 -- --
(13) Includes 222,222 shares, and 53,141 shares issuable upon the exercise of
warrants, issued in connection with the private placement discussed under
"Recent Developments - Private Placement." Prior to the date of this
Prospectus Supplement No. 3 Omicron sold the 222,222 shares included in
the Prospectus, and currently beneficially owns only the 53,141 shares
issuable upon exercise of warrants. We have been advised by Omicron
Master Trust as follows: Omicron Capital, L.P., a Delaware limited
partnership ("Omicron Capital"), serves as investment manager to Omicron
Master Trust, a trust formed under the laws of Bermuda ("Omicron"),
Omicron Capital, Inc., a Delaware corporation ("OCI"), serves as general
partner of Omicron Capital, and Winchester Global Trust Company Limited
("Winchester") serves as the trustee of Omicron. By reason of such
relationships, Omicron Capital and OCI may be deemed to share dispositive
power over the shares of our common stock owned by Omicron, and
Winchester may be deemed to share voting and dispositive power over the
shares of our common stock owner by Omicron. Omicron Capital, OCI and
Winchester disclaim beneficial ownership of such shares of our common
stock. Omicron Capital has delegated authority from the board of
directors of Winchester regarding the portfolio management decisions with
respect to the shares of common stock owned by Omicron and, as of April
21, 2003, Mr. Olivier H. Morali and Mr. Bruce T. Bernstein, officers of
OCI, have delegated authority from the board of directors of OCI
regarding the portfolio management decisions of Omicron Capital with
respect to the shares of common stock owned by Omicron. By reason of such
delegated authority, Messrs. Morali and Bernstein disclaim beneficial
ownership of such shares of our common stock and neither of such persons
has any legal right to maintain such delegated authority. No other person
has sole or shared voting or dispositive power with respect to the shares
of our common stock being offered by Omicron, as those terms are used for
purposes under Regulation 13D of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Omicron and Winchester are not "affiliates"
of one another, as that term is used for purposes of the Exchange Act or
of any other person named in this prospectus as a selling stockholder. No
person or "group" (as that term is used in Section 13(d) of the Exchange
Act or the SEC's Regulation 13D) controls Omicron and Winchester.
(20) Includes 24,637 shares issuable upon the exercise of warrants that were
issued in connection with the private placement discussed under "Recent
Developments - Private Placement." The following beneficial ownership
information was provided to us by Rockmore Investment Master Fund Ltd.
Rockmore Capital, LLC ("Rockmore Capital") and Rockmore Partners, LLC
("Rockmore Partners"), each a limited liability company formed under the
laws of the State of Delaware, serve as the investment manager and
general partner, respectively, to Rockmore Investments (US) LP, a
Delaware limited partnership, which invests all of its assets through
Rockmore Investment Master Fund Ltd., an exempted company formed under
the laws of Bermuda ("Rockmore Master Fund"). By reason of such
relationships, Rockmore Capital and Rockmore Partners may be deemed to
share dispositive power over the shares of our common stock owned by
Rockmore Master Fund. Rockmore Capital and Rockmore Partners disclaim
beneficial ownership of such shares of our common stock. Rockmore
Partners has delegated authority to Rockmore Capital regarding the
portfolio management decisions with respect to the shares of common stock
owned by Rockmore Master Fund and, as of August 15, 2006, Mr. Bruce T.
Bernstein and Mr. Brian Daly, as officers of Rockmore Capital, are
responsible for the portfolio management decisions of the shares of
common stock owned by Rockmore Master Fund. By reason of such authority,
Messrs. Bernstein and Daly may be deemed to share dispositive power over
the shares of our common stock owned by Rockmore Master Fund. Messrs.
Bernstein and Daly disclaim beneficial ownership of such shares of our
common stock and neither of such persons has any legal right to maintain
such authority. No other person has sole or shared voting or dispositive
power with respect to the shares of our common stock as those terms are
used for purposes under Regulation 13D-G of the Securities Exchange Act
of 1934, as amended. No person or "group" (as that term is used in
Section 13(d) of the Securities Exchange Act of 1934, as amended, or the
SEC's Regulation 13D-G) controls Rockmore Master Fund.
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The date of this Prospectus Supplement No.3 is as of August 30, 2006
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