UNITED STATES
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): June 1918, 2013

OP-TECH ENVIRONMENTAL SERVICES, INC.
(Exact name of registrant as specified in its charter)


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


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

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

Item 1.01. Entry into a Material Definitive Agreement.

On June ~~June 19~~18, 2013, OP-TECH Environmental Services, Inc. (the “Company” ~~or “OP-TECH”~~) entered into ana ~~Agreement~~financing ~~and~~arrangement ~~Plan~~(the of“Financing ~~Merger~~Arrangement”) with Accord Financial, Inc. (the “~~Merger Agreement~~Lender”). ~~with~~The ~~NRC~~Financing ~~Merger~~Arrangement ~~Sub,~~consists ~~Inc.~~of (1) a $1 million term loan (the “~~Purchaser~~Term Loan”) ~~and~~evidenced ~~NRC~~by USa ~~Holding~~promissory ~~Company~~note, ~~LLC~~dated June 18, 2013, from the Company to the Lender (the “~~Parent~~Promissory Note”), ~~pursuant~~and to(2) ~~which,~~up ~~among~~to ~~other~~$5 ~~things,~~million ~~the~~under ~~Purchaser~~an ~~will~~accounts ~~commence~~receivable apurchase ~~cash~~and ~~tender~~sale ~~offer~~facility ~~for~~pursuant ~~all~~to ofa ~~the~~Master ~~outstanding~~Purchase ~~shares~~and ofSale ~~common~~Agreement ~~stock~~and ofAddendum ~~the~~to ~~Company,~~Master ~~par~~Purchase ~~value~~and ~~$0.01~~Sale ~~per~~Agreement, ~~share~~both ~~(the~~dated ~~“Common~~June ~~Stock”)~~18, ~~subject~~2013, toby and between the ~~terms~~Company and ~~conditions~~Lender of (collectively, the ~~Merger~~ “Factoring Agreement”).

~~Merger~~The ~~Agreement~~Financing Arrangement enabled the Company to discharge and terminate its prior credit facilities with First Niagara Bank, N.A. (the “Prior Facilities”). As of March 31, 2013, outstanding debt under the Prior Facilities totaled approximately $6.8 million. Initial proceeds from the Financing Arrangement were primarily used to repay the debt outstanding under the Prior Facilities at a discounted payoff amount equal to 40% of the aggregate principal balance plus accrued and unpaid interest (approximately $2.7 million including interest). Additional amounts available under the Financing Arrangement may be used for general corporate and working capital purposes.

~~Pursuant~~The toTerm ~~the~~Loan ~~Merger Agreement, the Purchaser~~ will ~~commence~~mature aon ~~tender offer (~~the ~~“Offer”) to acquire all~~ earlier of ~~the outstanding shares of Common Stock at a price of $0.116 per share~~ (~~the “Offer Price”~~i), ~~net~~June ~~to the selling stockholders in cash~~30, ~~without~~2016 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”~~ii), ~~and~~ the ~~Company~~termination ~~will become a wholly-owned subsidiary~~ of the ~~Parent~~Factoring Agreement. AtThe ~~the~~Factoring ~~effective~~Agreement ~~time~~has ofa ~~the~~term ~~Merger, each share~~ of ~~Common~~one ~~Stock~~year ~~not~~and ~~purchased in~~is ~~the~~renewable ~~Offer~~from ~~(other~~year ~~than~~to ~~shares~~year ~~held~~thereafter byunless ~~the~~terminated ~~Company,~~by ~~the~~either ~~Purchaser,~~ the ~~Parent~~Company 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~~Lender.

The ~~consummation of~~Term ~~the~~Loan ~~Offer~~ is ~~subject~~payable toin ~~the~~monthly ~~satisfaction~~principal installments ~~or waiver~~ of ~~certain conditions~~$27,777.78 ~~including~~each attogether ~~least~~with ~~90%~~interest ofthereon ~~the~~at ~~outstanding shares of Common Stock on~~ a ~~fully~~floating ~~diluted~~rate ~~basis~~equal ~~having been validly tendered pursuant~~ to ~~the~~Branch ~~Offer~~Banking ~~(the~~and ~~“Minimum~~Trust ~~Tender Condition”),~~Company’s ~~and~~Prime ~~other~~Rate ~~customary~~plus ~~conditions~~12.75% ~~Notwithstanding~~per ~~any other provision of the Merger Agreement~~annum, ~~Parent~~accrued ordaily ~~Purchaser~~and ~~may,~~calculated inon ~~their sole discretion, determine~~ the ~~Minimum~~basis ~~Tender~~of ~~Condition is satisfied if~~ a ~~majority,~~year ~~instead~~ of ~~90%,~~360 ofdays. ~~all~~Under ~~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~~Factoring ~~of the Offer and not withdrawn. Pursuant to a Tender and Support~~ Agreement ~~(as further described below)~~, ~~dated June 19, 2013 (~~the ~~“Tender~~Lender ~~and Support Agreement”)~~may, byat ~~and~~its ~~among~~sole ~~Parent~~discretion, ~~Purchaser,~~purchase ~~the Company and~~ certain ~~stockholders~~ of the Company,’s ~~including~~eligible ~~certain~~accounts ofreceivable. ~~the~~Upon ~~officers~~any acquisition ~~and directors~~ of ~~the~~an ~~Company~~account ~~(such stockholders collectively~~receivable, the ~~“Tendering~~ ~~Stockholders”),~~Lender ~~the~~will ~~Tendering~~advance ~~Stockholders~~to ~~have~~the ~~already~~Company ~~agreed~~up to ~~tender~~80% ~~all shares~~ of ~~Common~~the ~~Stock~~face ~~owned by~~amount ~~them (including shares~~ of ~~Common~~the ~~Stock~~account ~~issuable upon conversion of any convertible notes held by such Tendering Stockholders)~~receivable. ~~pursuant~~In to the ~~Offer.~~event Ifthat ~~the~~receivable ~~Tendering~~remains ~~Stockholders~~outstanding ~~tender~~beyond ~~all~~90 ~~shares~~days of ~~Common~~the ~~Stock~~advance, ~~owned~~or, byat ~~them~~the ~~(including~~Lender’s ~~shares~~option, of120 ~~Common~~days, then ~~Stock~~the ~~issuable~~Company ~~upon~~will ~~conversion~~be ofrequired ~~any~~to ~~convertible~~either ~~notes~~repay ~~held by such Tendering Stockholders), approximately 88.7% of~~ the ~~outstanding shares~~advance ofor ~~Common~~replace ~~Stock~~such onreceivable awith ~~fully~~another ~~diluted~~eligible ~~basis~~account ~~would be tendered in the Offer~~receivable.

~~Pursuant~~Each toaccount ~~the~~receivable ~~Merger~~acquired ~~Agreement,~~by ~~the Company~~Lender ~~has~~will ~~agreed~~be ~~not~~subject to ~~solicit~~a ordiscount ~~initiate~~rate ~~discussions~~of ~~with~~0.88% ~~third~~of ~~parties~~the ~~regarding~~face ~~other~~amount ~~proposals~~of toeach ~~acquire~~account ~~the~~receivable ~~Company~~for 25 days and ~~has~~at ~~agreed~~the Lender’s tooption, ~~certain~~such ~~restrictions~~account onreceivable ~~its~~may ~~ability~~be torefactored ~~respond~~for totwo ~~such~~25-day ~~proposals,~~periods ~~subject~~at to the ~~fulfillment~~discount rate of ~~the~~0.88% ~~fiduciary~~per ~~duties~~period, ofsubject ~~the~~to prorating ~~Company’s~~from ~~board~~the date of ~~directors~~payment.

The ~~Merger~~Company ~~Agreement~~has ~~includes~~agreed ~~customary~~to ~~termination provisions~~sell ~~applicable~~ to the ~~Company, the Purchaser or the Parent. The Company will pay the Parent~~ Lender a ~~termination~~minimum ~~fee~~ of $~~150,000 plus~~3 ~~Parent’s~~million ~~and~~of ~~the~~accounts ~~Purchaser’s~~receivable ~~expenses~~per ofcalendar upquarter. ~~to $750~~However,~~000,~~ ~~(A) if~~ the ~~Merger~~maximum ~~Agreement~~amount isfunded ~~terminated~~ by ~~the~~Lender ~~Company prior~~at toany ~~the~~one ~~Purchaser’s acceptance of Shares pursuant to the Offer in connection with an acquisition agreement executed~~time ~~with~~may anot ~~party~~exceed ~~other than the Parent or the Purchaser or (B) if the Merger Agreement is terminated pursuant to its terms in certain other circumstances~~$5,000,000.

InThe ~~addition,~~Term ~~subject~~Loan tomay ~~the~~be ~~terms~~prepaid ofin ~~the~~whole ~~Merger~~or ~~Agreement,~~in ~~the~~part ~~Company~~at ~~has~~any ~~granted~~time ~~the~~without ~~Purchaser~~penalty. ~~and~~The ~~the~~Company ~~Parent~~may analso ~~irrevocable~~voluntarily ~~option~~terminate (the ~~“Top-Up~~Factoring ~~Option”),~~Agreement ~~exercisable after~~in ~~the~~whole ~~Purchaser and the Parent acquire~~ at ~~least~~any atime ~~majority~~or for ofany ~~the~~reason ~~outstanding~~upon ~~shares~~3 ofdays’ ~~Common~~written ~~Stock~~notice ~~pursuant~~ to the ~~Offer, to~~Lender ~~purchase~~(“Early ~~from~~Termination”). ~~the~~Upon ~~Company,~~any atEarly aTermination ~~price~~by the ~~per~~Company ~~share~~or ~~equal~~by to the ~~Offer~~Lender ~~Price,~~upon ~~that~~the ~~number~~occurrence of ~~newly~~an ~~issued~~event ~~shares~~ of ~~Common~~default ~~Stock that~~as isdefined ~~equal~~in tothe ~~one~~Factoring ~~share~~Agreement, ~~more than~~ the ~~amount~~Company ~~needed~~shall immediately topay ~~give~~ the ~~Purchaser~~Lender ~~90%~~a oftermination ~~the~~fee ~~outstanding~~of ~~shares~~$250,000 ofif ~~Common~~terminated ~~Stock.~~within ~~If the~~6 ~~Parent~~months orof ~~the~~June ~~Purchaser~~18, ~~acquires~~2013, atthe ~~least~~effective ~~90%~~date of the ~~outstanding~~Factoring ~~shares~~Agreement, ofor ~~Common Stock~~$150,000 ~~including~~if ~~through~~terminated ~~the~~thereafter. ~~exercise~~In of connection with the ~~Top-Up~~Financing ~~Option~~Arrangement, ~~the~~The ~~Merger~~Benchmark isCompany, LLC ~~expected~~acted toas bea ~~completed~~placement ~~through~~agent for the ~~“short~~Company ~~form”~~and ~~procedures~~earned ~~under~~a ~~Delaware~~fee ~~law~~of $250,000.

The ~~foregoing~~Financing ~~description~~Arrangement ofcontains ~~the Merger Agreement~~covenants ~~does~~that ~~not~~are ~~purport~~customary tofor beagreements ~~complete~~of ~~and~~this istype. ~~qualified~~These incovenants ~~its~~include, ~~entirety~~among byothers: ~~reference~~a tolimitation on the ~~Merger~~incurrence ~~Agreement, a copy~~ of ~~which is filed~~additional asindebtedness; ~~Exhibit~~and ~~2.1~~a tolimitation ~~this Current Report~~ on ~~Form~~mergers, ~~8-K~~acquisitions, investments and isdividend ~~incorporated herein by reference~~payments.

The ~~Merger~~failure ~~Agreement has been included~~ to ~~provide investors~~satisfy ~~and~~covenants ~~stockholders with information regarding its terms. It is not intended to provide any other factual information about~~under the ~~Company.~~Financing ~~The~~Arrangement ~~Merger~~or ~~Agreement contains representations and warranties that~~ the ~~parties~~occurrence ~~made to and solely for the benefit~~ of ~~each~~ other. ~~The~~specified ~~assertions~~events ~~embodied~~that inconstitute ~~the~~an ~~representations~~Event ~~and~~of ~~warranties~~Default incould ~~the~~result ~~Merger Agreement are qualified by information contained~~ in the ~~confidential disclosure letter that the Company delivered in connection with signing the Merger Agreement. Investors~~termination ~~are not third-party beneficiaries under the Merger Agreement and should not rely on such representations and warranties as characterizations~~ of the ~~actual~~Financing ~~state~~Arrangement ~~of facts~~ and/or ~~circumstances, since they were only made as of~~ the ~~date~~acceleration of the ~~Merger~~repayment ~~Agreement~~obligations ~~and~~of ~~are modified in important part by~~ the ~~underlying disclosure letter~~Company. ~~Moreover,~~The ~~information~~Financing ~~concerning~~Arrangement ~~the subject matter of such representations~~contains ~~and~~provisions ~~warranties~~relating ~~may~~to ~~change~~Events ~~after the date~~ of ~~the~~Default ~~Merger~~that ~~Agreement,~~are ~~which~~customary ~~subsequent~~for ~~information~~agreements ~~may~~of orthis ~~may not be fully reflected in the Company’s public disclosures~~type.

~~Tender~~The Company’s obligations under the Financing Arrangement are secured by a security interest in substantially all assets of the Company pursuant to the Factoring Agreement and ~~Voting~~a Security Agreement, dated June 18, 2013, by and between the Company and Lender (the “Security Agreement”).

InThe ~~connection~~summary ~~with~~description ~~the~~of ~~Merger Agreement,~~ the Financing ~~Company~~Arrangement ~~and~~in ~~the~~this ~~Tendering~~Item ~~Stockholders (who hold approximately 88~~1.7%01 ofdoes ~~the~~not ~~outstanding~~purport ~~Common~~to ~~Stock~~be oncomplete aand ~~fully~~is ~~diluted~~qualified ~~basis~~in ~~(assuming the~~its ~~conversion~~entirety ofby ~~all~~reference ~~convertible~~to ~~notes and~~ the ~~exercise~~full oftext ~~warrants for the purchase~~ of ~~shares of Common Stock held by them))~~ ~~entered into~~ the ~~Tender~~Master ~~and~~Purchase ~~Support Agreement. Under the Tender~~ and ~~Support~~Sale Agreement, the ~~Tendering~~Addendum ~~Stockholders agreed~~ to ~~tender to~~Master ~~the~~Purchase ~~Purchaser~~and ~~all~~Sale ofAgreement, ~~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~~Promissory ofNote ~~the Offer~~ and, in the ~~event a vote~~Security ~~of the Company’s stockholders is called for~~Agreement, tocopies ~~vote any shares~~ of ~~Common~~which ~~Stock~~are itattached ~~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~~this ~~the Company,~~Current ~~any~~Report ~~action~~on ~~that~~Form ~~would~~8-K ~~reasonably~~as beExhibits ~~expected to result in the breach of any representation~~10.1, ~~warranty~~10.2, ~~agreement~~10.3 orand ~~obligation of the Company~~10.4, ~~any action that would reasonably be expected to impede or adversely affect the timely consummation of the Offer~~respectively, ~~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~~are ~~Agreement is~~incorporated ~~filed~~herein asby ~~Exhibit 2~~reference.2.

~~The~~Item ~~foregoing~~1.02. ~~description~~Termination 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~~Material ofDefinitive ~~which is filed as Exhibit 2~~Agreement.~~2 to this Current Report on Form 8-K and is incorporated herein by reference.~~

~~Important~~See ~~Information~~Item 1.01 above with respect to the Prior Facilities.

~~The~~Item ~~tender~~2.03. ~~offer~~Creation ~~for the outstanding shares~~ of ~~OP-TECH has not yet commenced. This Current Report on Form 8-K is not~~ a ~~recommendation,~~Direct anFinancial ~~offer~~Obligation ~~to purchase~~ or ~~a solicitation of~~ an ~~offer~~Obligation tounder ~~sell~~an ~~shares of OP~~Off-~~TECH.~~Balance AtSheet ~~the~~Arrangement ~~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 offerRegistrant. 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.

~~Forward~~See ~~Looking~~Item ~~Statements~~1.01 above.

Statements in this 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, 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.

Item 9.01. Financial Statements and Exhibits.

~~(d) Exhibits~~10.1 Master Purchase and Sale Agreement, dated June 18, 2013, by and between OP-TECH Environmental Services, Inc., as the Company, and Accord Financial, Inc., as the Lender.

210.12 ~~Agreement~~Addendum ~~and~~to ~~Plan~~Master ofPurchase ~~Merger~~and Sale Agreement, dated ~~as of~~ June 1918, 2013, ~~among~~by ~~Purchaser~~and between OP-TECH Environmental Services, ~~Parent~~Inc., ~~and~~as the Company, and Accord Financial, Inc.*, as the Lender.

210.23 ~~Tender~~Promissory ~~and Support Agreement~~Note, dated ~~as of~~ June 1918, 2013, ~~among~~from ~~the~~OP-TECH ~~Company~~Environmental ~~stockholders signatory thereto~~Services, ~~Purchaser,~~Inc. ~~Parent~~to ~~and~~Accord ~~the~~Financial, ~~Company~~Inc.

*10.4 Security ~~Certain of the appendices and exhibits to the Merger~~ Agreement, ~~have~~dated ~~been~~June 18, ~~omitted~~2013, ~~pursuant~~by ~~to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally to the Securities~~ and ~~Exchange~~between ~~Commission copies of any omitted appendices and exhibits upon request therefore by~~ the ~~Securities~~Company and ~~Exchange Commission~~Lender.

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 2021, 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.*
10.1	Master Purchase and Sale Agreement, dated June 18, 2013, by and between OP-TECH Environmental Services, Inc., as the Company, and Accord Financial, Inc., as the Lender.
2.2	Tender and Support Agreement, dated as of June 19, 2013, among the Company stockholders signatory thereto, Purchaser, Parent and the Company.
10.2	Addendum to Master Purchase and Sale Agreement, dated June 18, 2013, by and between OP-TECH Environmental Services, Inc., as the Company, and Accord Financial, Inc., as the Lender.
*	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.
10.3	Promissory Note, dated June 18, 2013, from OP-TECH Environmental Services, Inc. to Accord Financial, Inc.
10.4	Security Agreement, dated June 18, 2013, by and between the Company and Lender.

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