UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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

~~Pursuant~~Date toof ~~Section~~Report ~~13 or 15~~(d) Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~June of19, ~~1934~~2013

~~Date~~OP-TECH ENVIRONMENTAL ofSERVICES, ~~Report~~ INC. (~~date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported): April~~specified ~~27,~~in ~~2011~~its charter)

OP-TECH Environmental Services, Inc.


Delaware	0-19761	91-1528142
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)


1 Adler Drive East Syracuse, NY		13057
(Address of Principal Executive Offices)		(Zip Code)

Delaware	0-19761	91-1528142
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
1 Adler Drive, East Syracuse, NY		13057
(Address of principal executive offices)		(Zip Code)
	(315) 437-2065
	(Registrant's telephone number, including area code)

Registrant’s telephone number, including area code: 315-437-2065

(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:

~~[ ]~~ ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

[Item ]1.01. ~~Soliciting~~Entry ~~material~~into ~~pursuant~~a toMaterial ~~Rule~~Definitive ~~14a-12 under the Exchange Act (17 CFR 240~~Agreement.~~14a-12)~~

[On ]June ~~Pre~~June 19, 2013, OP-~~commencement~~TECH ~~communications~~Environmental Services, ~~pursuant~~Inc. to(the ~~Rule~~“Company” ~~14d~~or “OP-2TECH”) entered into an Agreement and Plan of Merger (bthe “Merger Agreement”) ~~under~~with NRC Merger Sub, Inc. (the ~~Exchange~~“Purchaser”) ~~Act~~and NRC US Holding Company, LLC (17the ~~CFR~~“Parent”), pursuant ~~240~~to which, among other things, the Purchaser will commence a cash tender offer for all of the outstanding shares of common stock of the Company, par value $0.~~14d-2~~01 per share (bthe “Common Stock”)), subject to the terms and conditions of the Merger Agreement.

[Merger ]Agreement ~~Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))~~

~~Item~~Pursuant 1to the Merger Agreement, the Purchaser will commence a tender offer (the “Offer”) to acquire all of the outstanding shares of Common Stock at a price of $0.01116 per ~~Entry~~share (the “Offer Price”), net to the selling stockholders in cash, without interest, subject to any applicable withholding taxes. Following the consummation of the Offer, subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, the Purchaser will be merged with and into the Company (the “Merger”), and the Company will become a ~~Material~~wholly-owned ~~Definitive~~subsidiary ~~Agreement~~of the Parent. At the effective time of the Merger, each share of Common Stock not purchased in the Offer (other than shares held by the Company, the Purchaser, the Parent or any Company stockholders who perfect their statutory rights of appraisal under Delaware law) will be converted into the right to receive an amount in cash equal to the Offer Price.

OnThe ~~April~~consummation of ~~22,~~the ~~2011,~~Offer Opis ~~Tech~~subject ~~Environmental~~to ~~Services~~the satisfaction or waiver of certain conditions, ~~Inc.~~including at least 90% of the outstanding shares of Common Stock on a fully diluted basis having been validly tendered pursuant to the Offer (the “~~Company~~Minimum Tender Condition”), and ~~entered~~other ~~into~~customary aconditions. ~~Loan~~Notwithstanding any other provision of the Merger Agreement, ~~with~~Parent ~~First~~or ~~Niagara~~Purchaser ~~Bank~~may, ~~N.A.~~in ~~(“First~~their sole ~~Niagara”)~~discretion, ~~for~~determine the Minimum Tender Condition is satisfied if a ~~Demand~~majority, ~~Grid~~instead ~~Note~~of 90%, of all shares of Common Stock on a fully diluted basis are validly tendered in accordance with the terms of the Offer immediately prior to the scheduled expiration of the Offer and not withdrawn. Pursuant to ~~the~~a ~~Loan~~Tender and Support Agreement ~~and~~(as ~~the~~further ~~related~~described below), ~~Demand~~dated ~~Grid~~June ~~Note~~19, 2013 (the ~~Company~~“Tender ~~may~~and ~~borrow~~Support upAgreement”), toby $5and among Parent,~~000~~ Purchaser,~~000~~ inthe ~~various~~Company ~~tranches. The~~and ~~term~~certain stockholders of ~~any~~the ~~note~~Company, ~~under~~including certain of the ~~Demand~~officers ~~Grid~~and ~~Note~~directors ~~shall~~of bethe ~~set~~Company ~~out~~(such ~~therein~~stockholders collectively, ~~although~~the “Tendering Stockholders”), the ~~Company~~Tendering ~~may~~Stockholders ~~prepay~~have already agreed to tender all shares of Common Stock owned by them (including shares of Common Stock issuable upon conversion of any ~~outstanding~~convertible ~~amounts~~notes ~~due~~held ~~under~~by asuch ~~note~~Tendering ~~and~~Stockholders) pursuant ~~First~~to ~~Niagara~~the ~~may~~Offer. ~~demand~~If the ~~repayment~~Tendering Stockholders tender all shares of ~~the~~Common ~~entire~~Stock ~~outstanding~~owned ~~amount~~by them (including shares of ~~any~~Common Stock ~~note~~issuable ~~for~~upon conversion of any ~~reason~~convertible ~~without~~notes ~~prior~~held ~~notice~~by tosuch Tendering Stockholders), approximately 88.7% of the ~~Company~~outstanding shares of Common Stock on a fully diluted basis would be tendered in the Offer.

~~Any~~Pursuant ~~amounts~~to ~~outstanding under notes issued under~~ the ~~Demand~~Merger ~~Grid~~Agreement, ~~Note will bear interest on a monthly basis at~~ the ~~annual~~Company has ~~rate~~agreed ofnot ~~LIBOR~~to ~~(London~~solicit ~~Interbank~~or ~~Offered~~initiate ~~Rate)~~discussions atwith ~~the~~third ~~start~~parties ofregarding ~~the~~other ~~applicable~~proposals ~~month~~to ~~plus~~acquire ~~3.5% pro-rated for that month. In~~ the ~~event~~Company ofand ~~default~~has ~~(which includes failure~~ agreed to ~~make~~certain ~~payments~~restrictions ~~due~~on ~~under~~its ~~any~~ability ~~notes~~to orrespond onto ~~third-party~~such ~~indebtedness~~proposals, ~~violation~~subject ofto ~~covenants within~~ the ~~Loan~~fulfillment ~~Agreement~~of orthe ~~any~~fiduciary ~~event~~duties ~~which,~~of ~~in First Niagara’s opinion causes a material adverse change in~~ the Company’s ~~business)~~board ~~the~~of ~~interest due on outstanding amounts shall increase an additional 6% per annum~~directors.

The ~~Company~~Merger ~~has~~Agreement ~~agreed~~includes ~~that~~customary ~~during~~termination provisions ~~the~~applicable ~~term~~to ofthe Company, the ~~Loan~~Purchaser ~~Agreement,~~or itthe ~~shall~~Parent. ~~not~~The Company will pay ~~any~~the ~~dividends~~Parent ora ~~make~~termination ~~any~~fee ~~distributions~~of ~~and~~$150,000 plus ~~that~~Parent’s itand ~~shall~~the ~~not~~Purchaser’s ~~allow~~expenses ~~any~~of ~~indebtedness~~up to ~~third parties~~$750,000, ~~with~~(A) if the ~~exception~~Merger ofAgreement ~~certain~~is ~~outstanding~~terminated ~~indebtedness,~~by the Company prior to ~~exist~~the inPurchaser’s ~~excess~~acceptance of ~~$150,000~~Shares ~~(or~~pursuant ~~$600,000~~to the Offer in connection with an acquisition agreement executed with a party other than the ~~case~~Parent ofor ~~indebtedness~~the ~~related~~Purchaser or (B) if the Merger Agreement is terminated pursuant to ~~insurance~~its ~~financing~~terms ~~notes)~~in certain other circumstances.

OnIn ~~April 22~~addition, ~~2011,~~subject ~~the~~to ~~Company issued a term note (~~the ~~“Term~~terms ~~Note”) to First Niagara in exchange for a payment~~ of ~~$3,000,000 to~~ the ~~Company. Under the Term Note~~Merger Agreement, the Company ishas togranted ~~pay~~the ~~off~~Purchaser ~~$50,000~~and ofthe ~~principal~~Parent ~~each~~an ~~month~~irrevocable inoption ~~addition~~(the to“Top-Up ~~interest~~Option”), onexercisable after athe ~~monthly~~Purchaser ~~basis~~and at the ~~annual~~Parent ~~rate~~acquire ~~of LIBOR~~ at ~~the~~least ~~start~~a majority of the ~~applicable~~outstanding ~~month~~shares ~~plus~~of ~~3.5%~~Common ~~pro-rated~~Stock ~~for~~pursuant ~~that~~to ~~month.~~the ~~The~~Offer, to ~~Company~~purchase ~~has~~from the ~~one-time~~Company, ~~option~~at toa ~~fix~~price ~~the~~per ~~interest~~share ~~rate~~equal to the ~~Federal~~Offer ~~Loan~~Price, ~~Home~~that ~~Rate~~number ~~[(New~~of ~~York)]~~newly ~~(“FHLR”)~~issued ~~plus~~shares ~~3.5%. For~~of soCommon ~~long~~Stock that ~~as the Term Note~~ is ~~subject~~equal to ~~the~~one ~~variable~~share ~~LIBOR~~more ~~interest~~than ~~rate,~~ the ~~Company~~amount ~~may~~needed ~~not~~to ~~prepay~~give itthe inPurchaser ~~whole~~90% orof ~~in part. If~~ the ~~note~~outstanding isshares ~~subject~~of toCommon ~~the~~Stock. ~~FHLR,~~ If the ~~Company~~Parent ~~may prepay all~~ or ~~a portion of~~ the ~~Term~~Purchaser ~~Note~~acquires at aleast ~~premium ranging from 5~~90% ifof the ~~first~~outstanding ~~year~~shares of ~~the~~Common ~~Term~~Stock, ~~Note~~including tothrough ~~1% if in~~ the ~~last~~exercise ~~year. In~~ of the ~~event~~Top-Up ~~that~~Option, the ~~Company~~Merger is ~~ten~~expected ~~days late in the payment of any amount due, it is~~ to ~~pay~~be acompleted ~~penalty~~through ~~equal~~the to“short 6%form” ofprocedures ~~that~~under ~~overdue~~Delaware ~~amount~~law.

The ~~Loan~~foregoing ~~Agreement,~~description of the ~~Demand~~Merger ~~Grid~~Agreement does ~~Note~~not purport to be complete and ~~the~~is ~~Term~~qualified ~~Note~~in ~~are~~its ~~secured~~entirety by areference ~~General~~to ~~Security~~the Merger Agreement, ~~and~~ a ~~Specific~~copy ~~Security~~of ~~Agreement~~which ~~that~~is ~~collateralize~~filed as ~~all~~Exhibit of2.1 ~~the~~to ~~Company’s~~this ~~accounts~~Current ~~receivable,~~Report ~~inventory~~on ~~and~~Form ~~equipment~~8-K ~~now~~and ~~owned~~is orincorporated ~~acquired~~herein ~~later~~by reference.

~~Item~~The 2Merger Agreement has been included to provide investors and stockholders with information regarding its terms.03 ~~Creation~~It is not intended to provide any other factual information about the Company. The Merger Agreement contains representations and warranties that the parties made to and solely for the benefit of each aother. ~~Direct~~The ~~Financial~~assertions ~~Obligation~~embodied orin anthe ~~Obligation~~representations ~~under~~and anwarranties ~~Off~~in the Merger Agreement are qualified by information contained in the confidential disclosure letter that the Company delivered in connection with signing the Merger Agreement. Investors are not third-~~Balance~~party ~~Sheet~~beneficiaries ~~Arrangement~~under the Merger Agreement and should not rely on such representations and warranties as characterizations of athe ~~Registrant~~actual state of facts or circumstances, since they were only made as of the date of the Merger Agreement and are modified in important part by the underlying disclosure letter. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

~~The~~Tender ~~Company~~and ~~undertook~~Voting aAgreement ~~direct financial obligation as set out in Item 1.01.~~

~~Item~~In 9connection with the Merger Agreement, the Company and the Tendering Stockholders (who hold approximately 88.~~01 Financial~~7% ~~Statements~~of the outstanding Common Stock on a fully diluted basis (assuming the conversion of all convertible notes and ~~Exhibits~~the exercise of warrants for the purchase of shares of Common Stock held by them)) entered into the Tender and Support Agreement. Under the Tender and Support Agreement, the Tendering Stockholders agreed to tender to the Purchaser all of their shares of Common Stock (including shares of Common Stock issuable upon conversion of any convertible notes held by such Tendering Stockholders) within 5 business days prior to the expiration of the Offer and, in the event a vote of the Company’s stockholders is called for, to vote any shares of Common Stock it holds (i) in favor of the Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement and (ii) against any competing proposal to acquire the Company, any action that would reasonably be expected to result in the breach of any representation, warranty, agreement or obligation of the Company, any action that would reasonably be expected to impede or adversely affect the timely consummation of the Offer or the Merger or any change in the voting rights of any class of shares of the Company. A copy of the Tender and Support Agreement is filed as Exhibit 2.2.

~~Exhibits~~The foregoing description of the Tender and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Tender and Support Agreement, a copy of which is filed as Exhibit 2.2 to this Current Report on Form 8-K and is incorporated herein by reference.

10.1	Loan Agreement, dated April 21, 2011, between the Company and First Niagara
10.2	Demand Grid Note, dated April 21, 2011, between the Company and First Niagara
10.3	Term Note, date April 21, 2011, between the Company and First Niagara
10.4	General Security Agreement, dated April 21, 2011, between the Company and First Niagara
10.5	Specific Security Agreement, dated April 21, 2011, between the Company and First Niagara

Important Information

~~SIGNATURES~~The tender offer for the outstanding shares of OP-TECH has not yet commenced. This Current Report on Form 8-K is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of OP-TECH. At the time the tender offer is commenced, the Purchaser and/or the Parent or one of their affiliates will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “Commission), and OP-TECH will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. Investors and OP-TECH stockholders are strongly advised to carefully read the tender offer statement (including the offer to purchase, the letter of transmittal and the related tender offer documents) and the related solicitation/recommendation statement when they become available, as they will contain important information, including the various terms of, and conditions to, the tender offer. Such materials, when prepared and ready for release, will be made available to OP-TECH’s stockholders at no expense to them. In addition, at such time OP-TECH stockholders will be able to obtain these documents for free from the Commission’s website at www.sec.gov.

~~Pursuant~~Forward toLooking ~~the~~Statements ~~requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

OpStatements ~~Tech~~in ~~Environmental~~this ~~Services~~Current Report on Form 8-K other than historical data and information constitute forward-looking statements that involve risks and uncertainties. A number of factors could cause the Company’s actual results, ~~Inc~~performance, achievements or industry results to differ materially from the results, performance or achievements expressed or implied by such forward-looking statements, including, but not limited to the following: uncertainties as to the timing of the tender offer and the merger; uncertainties as to how many of OP-TECH’s stockholders will tender their shares in the tender offer; the risk that competing offers will be made and that OP-TECH will enter into an alternative transaction; the possibility that various closing conditions for the transaction may not be satisfied or waived, including regulatory approvals; and other risk factors discussed in OP-TECH’s Annual Report on Form 10-K, and such other filings that OP-TECH makes with the Commission from time to time. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements speak only as of the date hereof and OP-TECH undertakes no obligation to update such forward-looking statements in the future except as required by law.

~~Date:~~Item ~~April~~9.01. ~~27,~~Financial ~~2011~~Statements and Exhibits.

~~By: /s/ Charles B~~(d) Exhibits. ~~Morgan~~

~~Name: Charles B~~2.1 ~~Morgan~~Agreement and Plan of Merger, dated as of June 19, 2013, among Purchaser, Parent and the Company.*

~~Title: Chief~~2.2 ~~Executive~~Tender ~~Officer~~and Support Agreement, dated as of June 19, 2013, among the Company stockholders signatory thereto, Purchaser, Parent and the Company.

Certain of the appendices and exhibits to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally to the Securities and Exchange Commission copies of any omitted appendices and exhibits upon request therefore by the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OP-TECH ENVIRONMENTAL SERVICES, INC.

/s/ Charles Morgan

Charles Morgan, Chief Executive Officer

Date: June 20, 2013

INDEX TO EXHIBITS

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of June 19, 2013, among Purchaser, Parent and the Company.*
2.2	Tender and Support Agreement, dated as of June 19, 2013, among the Company stockholders signatory thereto, Purchaser, Parent and the Company.
*	Certain of the appendices and exhibits to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally to the Securities and Exchange Commission copies of any omitted appendices and exhibits upon request therefore by the Securities and Exchange Commission.

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