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

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~ d) of ~~earliest event reported): June 18, 2013~~the

~~OP-TECH ENVIRONMENTAL~~Securities ~~SERVICES,~~Exchange ~~INC. (Exact~~Act ~~name~~ of ~~registrant as specified in its charter)~~ 1934

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

Date of Report (Date of earliest event reported) July 30, 2013

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

OP-TECH ENVIRONMENTAL SERVICES, INC.

~~Registrant’s~~(Exact ~~telephone number,~~name ~~including~~of ~~area~~registrant ~~code:~~as ~~315-437-2065~~specified in its charter)

(Former name or former address if changed since last report.)

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)

Telephone Number: (315) 437-2065

(Registrant’s Telephone Number, Including Area Code)

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~~o Soliciting ~~1.01. Entry~~material ~~into a~~pursuant ~~Material~~to ~~Definitive~~Rule 14a-12 ~~Agreement~~under the Exchange Act (17 CFR 240.14a-12)

Ono Pre-commencement ~~June~~communications ~~18,~~pursuant ~~2013,~~to OPRule 14d-~~TECH Environmental Services, Inc.~~ 2(~~the “Company”~~b) under ~~entered~~the ~~into~~Exchange aAct ~~financing arrangement~~ (~~the~~17 ~~“Financing~~CFR ~~Arrangement”) with Accord Financial, Inc~~240. 14d-2(~~the “Lender”~~b)~~. The Financing Arrangement consists of (1~~) a $1 million term loan (the “Term Loan”) evidenced by a promissory note, dated June 18, 2013, from the Company to the Lender (the “Promissory Note”), and (2) up to $5 million under an accounts receivable purchase and sale facility pursuant to a Master Purchase and Sale Agreement and Addendum to Master Purchase and Sale Agreement, both dated June 18, 2013, by and between the Company and Lender (collectively, the “Factoring Agreement”).

~~The~~o Pre-commencement ~~Financing~~communications ~~Arrangement~~pursuant ~~enabled the Company~~ to ~~discharge and terminate its prior credit facilities with First Niagara Bank, N.A.~~ Rule 13e-4(~~the “Prior Facilities”~~c)~~. As of March 31, 2013, outstanding debt~~ under the ~~Prior~~Exchange ~~Facilities~~Act ~~totaled~~(17 ~~approximately~~CFR $6240.8 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 13e-4(~~approximately $2.7 million including interest~~c).) ~~Additional amounts available under the Financing Arrangement may be used for general corporate and working capital purposes.~~

~~The~~Item ~~Term Loan will mature on the earlier of (i) June 30, 2016 and (ii) the termination of the Factoring Agreement~~2.01. Completion ~~The Factoring Agreement has a term~~ of ~~one~~Acquisition ~~year and is renewable from year to year thereafter unless terminated by either the Company~~ or ~~the~~Disposition ~~Lender.~~of Assets.

~~The~~On ~~Term~~July 30, ~~Loan~~2013, isNRC ~~payable~~US inHolding ~~monthly~~Company, ~~principal installments~~LLC, ofa ~~$27~~Delaware limited liability company (“NRC”),~~777~~ announced that the offering period (the “Offering Period”), relating to the offer (the “Offer”) by NRC Merger Sub, Inc.78, ~~each~~a ~~together~~Delaware ~~with~~corporation ~~interest~~(“Merger ~~thereon~~Sub”) atand a ~~floating~~wholly-owned ~~rate~~subsidiary ~~equal~~of NRC, to ~~Branch~~purchase ~~Banking~~all ~~and~~of ~~Trust~~the ~~Company’s Prime~~outstanding ~~Rate~~shares ~~plus~~of 12common stock, par value $0.~~75%~~01 per ~~annum~~share (the “Common Stock”), ~~accrued~~of ~~daily~~OP-TECH ~~and~~Environmental ~~calculated~~Services, Inc., ona Delaware corporation (the ~~basis~~“Company”), ofat a ~~year~~price of ~~360~~$0.116 ~~days~~per share of Common Stock, in cash, net to the seller, without interest thereon and subject to reduction for any applicable withholding taxes (the “Merger Consideration”), expired at 5:00 p.m., ~~Under~~New York City time, on July 29, 2013. As of the ~~terms~~expiration of the ~~Factoring Agreement~~Offering Period, the ~~Lender~~depositary ~~may~~for the Offer advised Merger Sub and NRC that a total of 56,904,875 atshares ~~its~~of ~~sole~~Common ~~discretion~~Stock were validly tendered in the Offer during the Offering Period (not including 250,000 ~~purchase~~shares ~~certain~~of Common Stock subject to guaranteed delivery procedures), representing approximately 96.1% of the Company’s ~~eligible~~outstanding ~~accounts~~shares ~~receivable~~of Common Stock. On ~~Upon~~July 30, ~~any acquisition~~2013, Merger Sub accepted for payment all shares of anCommon ~~account~~Stock ~~receivable,~~that ~~the~~were ~~Lender~~validly ~~will~~tendered ~~advance~~and tonot properly withdrawn in the ~~Company~~Offering upPeriod toand ~~80%~~payment for such shares of ~~the~~Common ~~face~~Stock ~~amount~~has ofbeen or will be made promptly in accordance with the ~~account~~terms ~~receivable. In~~of the ~~event~~Offer. The ~~that~~Offer ~~receivable~~and ~~remains~~the ~~outstanding~~Offering ~~beyond~~Period 90occurred ~~days~~pursuant ofto the ~~advance~~Agreement and Plan of Merger, ordated as of June 19, at2013 (the ~~Lender’s~~“Merger ~~option~~Agreement”), ~~120~~by ~~days~~and among NRC, ~~then~~ Merger Sub and the Company. NRC ~~will~~has beadvised ~~required~~the Company that it has provided Merger Sub with sufficient funds from internally available cash to ~~either~~pay ~~repay~~for the ~~advance~~shares orof ~~replace~~Common ~~such~~Stock ~~receivable~~accepted ~~with~~for ~~another~~payment ~~eligible~~in ~~account~~connection ~~receivable~~with the Offer.

~~Each~~On ~~account~~July 30, ~~receivable~~2013, ~~acquired~~Merger bySub ~~Lender will~~effected bea ~~subject~~“short-form” merger, pursuant to awhich ~~discount~~Merger ~~rate~~Sub merged with and into the Company (the “Merger”) in accordance with the terms of ~~0.88%~~the Merger Agreement and the General Corporation Law of the ~~face~~State ~~amount~~of Delaware (the “DGCL”), with the Company continuing as the surviving corporation. At the effective time of the Merger, each ~~account~~share ~~receivable~~of ~~for~~Common 25Stock ~~days~~issued and atoutstanding immediately prior to the ~~Lender’s option~~effective time of the Merger (other than shares of Common Stock owned by Merger Sub, ~~such~~NRC ~~account~~or ~~receivable~~any ~~may~~direct beor ~~refactored~~indirect ~~for~~wholly ~~two~~owned ~~25-day~~subsidiary ~~periods~~of atNRC or of the ~~discount~~Company, ~~rate~~and shares of ~~0.88%~~Common ~~per~~Stock ~~period~~held by dissenting stockholders who properly exercise appraisal rights under the DGCL) was, ~~subject~~by virtue of the Merger and without any action on the part of the holders of the Shares, converted into the right to ~~prorating from~~receive the ~~date~~Merger Consideration. As a result of ~~payment~~the Merger, the Company became a wholly-owned subsidiary of NRC.

The ~~Company~~aggregate ~~has~~purchase ~~agreed~~price to ~~sell~~acquire toall ~~the~~outstanding ~~Lender a~~shares ~~minimum~~ of $3Common ~~million~~Stock ofand ~~accounts~~equity ~~receivable~~interests ~~per~~of ~~calendar quarter. However,~~ the ~~maximum~~Company ~~amount~~was ~~funded~~approximately ~~by Lender at any one time may not exceed~~ $~~5,000,000~~6.9 million.

The ~~Term~~foregoing ~~Loan~~description ~~may~~of bethe ~~prepaid~~Offer, inthe ~~whole~~Offering ~~or in~~Period, ~~part at any time without penalty. The Company may also voluntarily terminate~~ the ~~Factoring~~Merger Agreement inand ~~whole~~the attransactions ~~any~~contemplated ~~time~~therein ~~or for~~does ~~any~~not ~~reason~~purport ~~upon 3 days’ written notice~~ to ~~the~~be ~~Lender~~complete ~~(“Early~~and ~~Termination”).~~is ~~Upon~~qualified ~~any~~in ~~Early~~its ~~Termination~~entirety by ~~the~~ ~~Company~~reference orto by the ~~Lender~~Merger ~~upon~~Agreement, ~~the~~which ~~occurrence~~was offiled anby ~~event~~the ofCompany ~~default~~ as ~~defined~~Exhibit 2.1 into the ~~Factoring Agreement, the~~ Company’s ~~shall immediately~~Current ~~pay~~Report ~~the~~on ~~Lender~~Form 8-K afiled ~~termination~~on ~~fee of $250,000 if terminated within 6 months of~~ June 18 20, 2013, ~~the effective date of the Factoring Agreement, or $150,000 if terminated thereafter. In connection with the Financing Arrangement, The Benchmark Company, LLC acted as a placement agent for the Company~~ and ~~earned~~is aincorporated ~~fee~~herein ofby ~~$250,000~~reference.

~~The~~Item ~~Financing~~3.01. Notice ~~Arrangement contains covenants that are customary for agreements~~ of ~~this~~Delisting ~~type.~~or ~~These~~Failure ~~covenants~~to ~~include,~~Satisfy ~~among others:~~ a ~~limitation~~Continued onListing ~~the~~Rule or ~~incurrence of additional indebtedness~~Standard; ~~and~~Transfer aof ~~limitation on mergers, acquisitions, investments and dividend payments~~Listing.

~~The~~Upon ~~failure~~the toclosing ~~satisfy~~of ~~covenants~~the ~~under~~ Merger, the ~~Financing~~Company ~~Arrangement~~became ora wholly-owned subsidiary of NRC. In connection with the ~~occurrence~~completion of ~~other~~the ~~specified~~Merger, ~~events~~the ~~that~~Company ~~constitute~~has aninformed ~~Event~~the Financial Industry Regulatory Authority, Inc. (“FINRA”) of ~~Default~~the ~~could~~Merger ~~result~~and requested that trading in ~~the~~its ~~termination~~ share of ~~the~~Common ~~Financing~~Stock ~~Arrangement~~be suspended and~~/or~~ that the ~~acceleration~~Common ofStock ~~the~~be ~~repayment~~withdrawn ~~obligations~~from ofquotation on the ~~Company.~~OTC Markets Group, Inc. The ~~Financing~~Company ~~Arrangement~~intends ~~contains provisions~~to ~~relating~~file towith ~~Events~~the Securities and Exchange Commission a Form 15 under the Securities Exchange Act of ~~Default~~1934, ~~that~~as ~~are~~amended ~~customary~~(the ~~for~~“Exchange ~~agreements~~Act”), which would terminate and suspend the Company’s reporting obligations under Section 13 and 15(d) of ~~this~~the ~~type~~Exchange Act.

~~The~~Item ~~Company’s~~3.03. Material ~~obligations~~Modification ~~under~~to ~~the Financing~~Rights ~~Arrangement are secured by a security interest in substantially all assets~~ of ~~the Company pursuant to the Factoring Agreement and a~~ Security ~~Agreement, dated June 18, 2013, by and between the Company and Lender (the “Security Agreement”)~~Holders.

~~The~~On ~~summary~~July 30, ~~description~~2013, ofpursuant to the ~~Financing Arrangement~~terms inof ~~this~~the ~~Item~~Merger ~~1.01~~Agreement, ~~does~~each ~~not~~outstanding ~~purport~~share toof beCommon ~~complete~~Stock ~~and~~not istendered ~~qualified~~and inpurchased ~~its~~pursuant ~~entirety by reference~~ to the ~~full~~Offer ~~text~~(other ~~of the~~than ~~Master~~shares ~~Purchase~~of ~~and~~Common ~~Sale~~Stock ~~Agreement,~~owned ~~the~~by ~~Addendum~~Merger toSub, ~~Master~~NRC ~~Purchase~~or ~~and~~any ~~Sale~~direct ~~Agreement,~~or ~~the~~indirect ~~Promissory~~wholly ~~Note~~owned ~~and~~subsidiary ~~the~~of ~~Security Agreement,~~NRC ~~copies~~or of ~~which~~the ~~are attached to this Current Report on Form 8-K as Exhibits 10.1~~Company, ~~10.2, 10.3~~ and ~~10.4,~~shares ~~respectively, and~~of ~~are~~Common ~~incorporated herein by reference.~~Stock

~~Item 1.02. Termination of a Material Definitive Agreement.~~2

~~See~~held ~~Item~~by ~~1.01~~dissenting ~~above~~stockholders ~~with~~who ~~respect~~properly exercise appraisal rights under the DGCL) was converted into the right to receive the ~~Prior~~ ~~Facilities~~Merger Consideration.

Item 25.~~03.~~01 Changes ~~Creation~~in ofControl ~~a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement~~ of a Registrant.

~~See~~The information disclosed in Item 12.01 ~~above~~and 5.02 is hereby incorporated by reference.

Item 95.0102. Departure ~~Financial~~of ~~Statements~~Directors ~~and~~or ~~Exhibits~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~10.1~~In ~~Master~~connection ~~Purchase~~with Merger Sub’s acceptance for payment all shares of Common Stock and ~~Sale~~the ~~Agreement~~closing of the Merger, ~~dated~~and ~~June~~pursuant 18to the plan of merger included in the Merger Agreement, on July 30, 2013 (a) each of Richard Elander, bySteven Sanders, George Lee, Jr., Richard Jacobson, Richard Messina and ~~between~~Robert ~~OP-TECH~~Berger ~~Environmental~~submitted ~~Services~~a resignation from the Company’s board of directors and from any committees of the Company’s board of directors, ~~Inc~~(b) the size of the Company’s board of directors was reduced to four and (c) each of C. Alexander Harman, Glenn Shor, Steven Candito and David Ratter (collectively, the “Appointees”) were elected as directors of the Company,. The Appointees were designated for appointment to the Company’s board of directors by NRC in accordance with the provisions of the Merger Agreement. Each of the Appointees is an officer of NRC or one of its affiliates. Information about the Appointees is set forth in Annex I to the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and ~~Accord~~Exchange ~~Financial~~Commission on June 28, ~~Inc.~~2013, which is included as ~~the~~Exhibit 20.1 ~~Lender~~hereto and is incorporated by reference herein.

~~10.2~~Also, ~~Addendum~~in toconnection ~~Master~~with ~~Purchase~~Merger Sub’s acceptance for payment all shares of Common Stock and ~~Sale~~the ~~Agreement,~~closing ~~dated~~of ~~June~~the 18Merger, on July 30, 2013, bythe ~~and~~Company ~~between~~accepted ~~OP-TECH~~the ~~Environmental~~resignations ~~Services~~of Charles Morgan, ~~Inc.~~as Chief Executive Officer of the Company, and Michael McCall, as Treasurer and Controller of the Company, and ~~Accord~~the ~~Financial~~Company appointed as of July 30, ~~Inc.~~2013, Steven Candito as ~~the~~President ~~Lender~~and Salvatore Sacco as Treasurer.

~~10.3~~The ~~Promissory~~following ~~Note,~~is ~~dated~~a ~~June~~brief ~~18,~~biographical ~~2013,~~summary ~~from~~for ~~OP-TECH~~each ~~Environmental~~of ~~Services, Inc~~Messrs. Candito toand ~~Accord Financial, Inc.~~Sacco:

10Steven Candito, age 55.~~4 Security~~ Serves ~~Agreement~~as Director, ~~dated~~President, ~~June 18~~Chief Executive Officer, ~~2013~~and Treasurer of NRC from 2012 to the present. Also, byMr. Candito serves as President and ~~between~~Chief Operating Officer of National Response Corporation from 2012 to the ~~Company~~present. Prior to that, Mr. Candito was President of NRC Environmental Services Inc. from 2003 to 2012. Mr. Candito has overseen National Response Corporation’s provision of industrial, environmental and ~~Lender~~emergency solutions in various capacities, including Vice President, General Counsel and President, for over 20 years.

~~SIGNATURES~~Salvatore Sacco, age 48. Serves as Chief Financial Officer and Senior Vice President of National Response Corporation from 2012 to the present. Previously, Mr. Sacco served as Vice President and Financial Controller of Adecco Solutions, Inc. from 2011 to 2012. Prior to that, Mr. Sacco was the Chief Financial Officer of Volt Delta Resources, LLC from 2007 to 2011 and the Vice President and Controller of North American Airlines from September 2005 to January 2007. Mr. Sacco has over 25 years of experience in various finance and accounting roles across several different industries, including independent power, software / IT services, airline, outsourcing and private equity, and is a New York Certified Public Accountant.

~~Pursuant~~The toinformation ~~the~~disclosed ~~requirements~~in ofItem ~~the~~2.01 ~~Securities Exchange~~is ~~Act~~hereby ofincorporated ~~1934, the registrant has duly caused this report to be signed on its behalf~~ by ~~the undersigned hereunto duly authorized~~reference.

~~OP-TECH~~Item ~~ENVIRONMENTAL~~5.03. Amendments ~~SERVICES,~~to ~~INC~~Articles of Incorporation or Bylaws; Change in Fiscal Year.

/Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the Company’s/ ~~Charles~~certificate ~~Morgan~~ of incorporation was amended and restated in its entirety. A copy of the Company’s certificate of incorporation, as amended and restated in connection the Merger, is attached hereto as Exhibit 3.1 and incorporated herein by reference.

~~Charles~~Pursuant ~~Morgan~~to the terms of the Merger Agreement, ~~Chief~~at ~~Executive~~the ~~Officer~~effective time of the Merger, the Company’s bylaws were amended and restated in their entirety. A copy of the Company’s bylaws, as amended and restated pursuant to the Merger, is attached hereto as Exhibit 3.2 and incorporated herein by reference.

~~Date: June 21, 2013~~3

~~INDEX~~Item TO9.01. Financial ~~EXHIBITS~~Statements and Exhibits.

Exhibit Number	Description
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.
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.
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.

(d) Exhibits.

Exhibit		Description

2.1		Agreement and Plan of Merger, dated as of June 19, 2013, by and among the Company, NRC and Merger Sub (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on June 20, 2013)

3.1		Amended and Restated Certificate of Incorporation of the Company

3.2		Amended and Restated Bylaws of the Company

20.1		Solicitation/Recommendation Statement on Schedule 14D-9 of the Company, filed by the Company with the Securities and Exchange Commission on June 28, 2013 (incorporated by reference to the Solicitation/Recommendation Statement on Schedule 14D-9 of the Company, filed by the Company with the Securities and Exchange Commission on June 28, 2013)

99.1		Press Release issued by NRC announcing completion of the Offer, dated July 30, 2013 (incorporated by reference to Exhibit (a)(1)(G) of Amendment No. 2 to the Tender Offer Statement on Schedule TO filed by NRC, Merger Sub and J.F. Lehman & Company, Inc. with the Securities and Exchange Commission on July 30, 2013)

SIGNATURE

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, thereunto duly authorized.

	OP-TECH ENVIRONMENTAL SERVICES, INC.

	By:	/s/ Steven Candito
		Steven Candito
		President

Date: July 30, 2013

EXHIBIT INDEX

Exhibit		Description

2.1		Agreement and Plan of Merger, dated as of June 19, 2013, by and among the Company, NRC and Merger Sub (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on June 20, 2013)

3.1		Amended and Restated Certificate of Incorporation of the Company

3.2		Amended and Restated Bylaws of the Company

20.1		Solicitation/Recommendation Statement on Schedule 14D-9 of the Company, filed by the Company with the Securities and Exchange Commission on June 28, 2013 (incorporated by reference to the Solicitation/Recommendation Statement on Schedule 14D-9 of the Company, filed by the Company with the Securities and Exchange Commission on June 28, 2013)

99.1		Press Release issued by NRC announcing completion of the Offer, dated July 30, 2013 (incorporated by reference to Exhibit (a)(1)(G) of Amendment No. 2 to the Tender Offer Statement on Schedule TO filed by NRC, Merger Sub and J.F. Lehman & Company, Inc. with the Securities and Exchange Commission on July 30, 2013)

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