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): April 25, 2006
Pharma-Bio
Serv, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-50956
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20-0653570
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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373
Mendez Vigo, Suite 110, Dorado, Puerto Rico
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00646
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(Address
of principal executive offices)
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(Zip
Code)
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Lawrence
Consulting Group, Inc.
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(Former
name, if changed since last report)
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Registrant’s
telephone number, including area code:
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(787)
278-2709
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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 (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
5.02. Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers.
We
and
Mark Fazio entered into an agreement dated as of March 31, 2006, pursuant to
which Mr. Fazio resigned as our executive vice president and chief operating
officer. The agreement was executed by Mr. Fazio on or about April 25,
2006.
Item
5.03. Amendments to Articles of Incorporation or
Bylaws.
On
April
25, 2006, following receipt of the consent of the holders of more than a
majority of the outstanding shares of common stock, we filed a restated
certificate of incorporation with the Secretary of State of Delaware. The
principal changes in the certificate of incorporation are:
(a)
An
increase in the total number of shares of our capital stock to sixty million
(60,000,000) shares, of which ten million (10,000,000) shares are designated
as
Preferred Stock, par value of $.0001 per share, and fifty million (50,000,000)
of which are designated as Common Stock, par value of $.0001 per share;
and
(b)
An
authorization of the Board of Directors to issue the Preferred Stock in one
or
more series, and specifying the terms and conditions of such issuance;
and
(c)
A
provision limiting the personal liability of the directors of the corporation
for breach of fiduciary duty as a director, excepts for breaches of loyalty,
intentional misconduct or violation of law, violation of Section 174 of the
Delaware General Corporation Law, and any transaction from which the director
received an improper personal benefit; and
(d)
A
provision indemnifying and holding harmless the directors, officers, employees
or agents of the corporation in connection with actions against them to the
maximum extent provided by the Delaware General Corporation Law;
and
(e)
A
provision that the Board of Directors may make, amend or repeal the By-laws
of
the corporation, subject to the right of the stockholders to vote with respect
thereto or repeal by-laws made by the Board of Directors, subject to the
provisions of any By-law limiting the right of the Board of Directors to make
certain modifications to the Bylaws; and
(f)
A
provision that upon the filing of the restated certificate of incorporation,
each outstanding share of Series A Convertible Preferred Stock, par value $.0001
per share, is automatically converted into 13.616 shares of Common Stock, as
provided in the Certificate of Designation creating the Series A Preferred
Stock.
Exhibits
99.1
Restated
Certificate of Incorporation
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.
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PHARMA-BIO SERV, INC.
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(Registrant)
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Date: May 1, 2006
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/s/ Elizabeth
Plaza
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Elizabeth
Plaza, Chief Executive Officer
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RESTATED
CERTIFICATE OF INCORPORATION
OF
PHARMA-BIO
SERV, INC.
Pharma-Bio
Serv, Inc., a corporation organized and existing under the General Corporation
Law of the State of Delaware (the “Corporation”), does hereby
certify:
1.
The
Certificate of Incorporation of the Corporation was filed with the Secretary
of
State on January 14, 2004 under the name Lawrence Consulting Group,
Inc.
2.
The
name
of the Corporation was changed to Pharma-Bio Serv, Inc. by a Certificate of
Ownership and Merger of Pharma-Bio Serv, Inc. into Lawrence Consulting Group,
Inc. which was filed with the Secretary of State on February 27,
2006.
3.
The
Certificate of Incorporation of the Corporation is hereby amended and restated
to read as follows:
FIRST:
The name of the Corporation is Pharma-Bio Serv, Inc. (the
“Corporation”).
SECOND:
The address of its registered office in the State of Delaware is 2711
Centerville Road, Suite 400 Wilmington, Delaware, 19808. The name of its
registered agent at such address is Corporation Service Company.
THIRD:
The purpose of the Corporation is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of
Delaware.
FOURTH:
(a)
The
total
number of shares of capital stock which this Corporation is authorized to issue
is sixty million (60,000,000) shares, of which:
(i)
ten
million (10,000,000) shares shall be designated as Preferred Stock, and shall
have a par value of $.0001 per share;
(ii)
fifty
million (50,000,000) shares shall be designated as Common Stock, and shall
have
a par value of $.0001 per share; and
(b)
The
Board
of Directors is expressly authorized at any time, and from time to time, to
provide for the issuance of shares of Preferred Stock in one or more series,
with such voting powers, full or limited, or without voting powers and with
such
designations, preferences and relative, participating, optional or other special
rights, qualifications, limitations or restrictions thereof, as shall be stated
and expressed in the resolution or resolutions providing for the issue thereof
adopted by the Board of Directors and as are not stated and expressed in this
Certificate of Incorporation, or any amendment thereto, including (but without
limiting the generality of the foregoing) the following:
(i)
the
designation of such series;
(ii)
the
dividend rate of such series, the conditions and dates upon which such dividends
shall be payable, the preference or relation which such dividends shall bear
to
the dividends payable on any other class or classes or of any other series
of
capital stock, whether such dividends shall be cumulative or noncumulative,
and
whether such dividends may be paid in shares of any class or series of capital
stock or other securities of the Corporation;
(iii)
whether
the shares of such series shall be subject to redemption by the Corporation,
and, if made subject to such redemption, the times, prices and other terms
and
conditions of such redemption;
(iv)
the
terms
and amount of any sinking fund provided for the purchase or redemption of the
shares of such series;
(v)
whether
or not the shares of such series shall be convertible into or exchangeable
for
shares of any other class or classes or series of capital stock or other
securities of the Corporation, and, if provision be made for conversion or
exchange, the times, prices, rates, adjustment and other terms and conditions
of
such conversion or exchange;
(vi)
the
extent, if any, to which the holders of the shares of such series shall be
entitled to vote, as a class or otherwise, with respect to the election of
the
directors or otherwise, and the number of votes to which the holder of each
share of such series shall be entitled;
(vii)
the
restrictions, if any, on the issue or reissue of any additional shares or series
of Preferred Stock; and
(viii)
the
rights of the holders of the shares of such series upon the dissolution of,
or
upon the distribution of assets of, the Corporation.
(c)
No
holder
of any stock of the Corporation of any class or series now or hereafter
authorized, shall, as such holder, be entitled as of right to purchase or
subscribe for any shares of stock of the Corporation of any class or any series
now or hereafter authorized, or any securities convertible into or exchangeable
for any such shares, or any warrants, options, rights or other instruments
evidencing rights to subscribe for, or purchase, any such shares, whether such
shares, securities, warrants, options, rights or other instruments be unissued
or issued and thereafter acquired by the Corporation.
FIFTH:
Election of directors need not be by ballot unless the By-laws of the
Corporation shall so provide.
SIXTH:
A
director of the Corporation shall not be personally liable to the Corporation
or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director’s duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not
in good faith or which involve intentional misconduct or a knowing violation
of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.
SEVENTH:
(a)
Right
to Indemnification
.
Each
person who was or is made a party or is threatened to be made a party to or
is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter, a “proceeding”), by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was a director or officer of the Corporation or is or was serving at
the
request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to
employee
benefit plans, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys’ fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be
paid
in settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit
of
his or her heirs, executors and administrators; provided, however, that, except
as provided in Paragraph (b) of this Article SEVENTH, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Article SEVENTH shall be a
contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in
his
or her capacity as a director of officer (and not in any other capacity in
which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery
to
the Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that
such
director or officer is not entitled to be indemnified under this Article SEVENTH
or otherwise. The Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and
officers.
(b)
Right
of Claimant to Bring Suit
.
If a
claim under Paragraph (a) of this Article SEVENTH is not paid in full by the
Corporation within thirty (30) days after a written claim has been received
by
the Corporation, the claimant may at any time thereafter bring suit against
the
Corporation to recover the unpaid amount of the claim, and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense
of
prosecuting such claim. It shall be a defense to any such action (other than
an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant
has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the Corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel or stockholders) to have made a
determination prior to the commencement of such action that indemnification
of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel or stockholders) that the claimant has
not
met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard
or
conduct.
(c)
Non-Exclusivity
of Rights
.
The
right to indemnification and the payment of expenses incurred in defending
a
proceeding in advance of its final disposition conferred in this Article SEVENTH
shall not be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the Certificate of Incorporation,
by-law, agreement, vote of stockholders or disinterested directors or
otherwise.
(d)
Insurance
.
The
Corporation may maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the Delaware
General Corporation Law.
EIGHTH:
In furtherance and not in limitation of the powers conferred upon the Board
of
Directors by law, the Board of Directors shall have power to make, adopt, alter,
amend or repeal from time to time By-laws of the Corporation, subject to the
right of the stockholders entitled to vote with respect thereto to alter and
repeal By-laws made by the Board of Directors and subject to the provisions
of
any By-law limiting the right of the Board of Directors to make certain
modifications to the By-laws.
4.
Upon
the
filing of this Restated Certificate of Incorporation, each of the presently
outstanding shares of Series A Convertible Preferred Stock, par value $.0001
per
share (“Series A Preferred Stock”), will, in accordance with the provisions of
the Certificate of Designation creating the Series A Preferred Stock,
automatically, without any action on the part of the holder, become and be
converted into 13.616 shares of Common Stock, and the shares of Series A
Preferred Stock shall have the status of authorized but unissued shares of
Preferred Stock, without designation as to series until such stock is once
more
designated as part of a particular series by the Corporation’s Board of
Directors.
5.
This
Restated Certificate of Incorporation has been duly adopted in accordance with
the provisions of Sections 242 and 245 of the General Corporation Law of
Delaware.
6.
The
capital of the Corporation will not be reduced under or by reason of any
amendment herein certified.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by
its
president this 24th day of April, 2006.
/s/
Elizabeth
Plaza
Elizabeth
Plaza, President