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): March 11, 2009
Pharma-Bio
Serv, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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0-50956
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20-0653570
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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373
Méndez 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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(787)
278-2709
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(Registrant’s
Telephone Number, Including Area
Code)
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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):
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))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On March
11, 2009, upon the request of Elizabeth Plaza, President and Chief
Executive Officer of Pharma-Bio Serv, Inc. (the “Company”), and upon
the approval of the Company’s Compensation Committee, the Company entered into a
Second Amendment to Employment Agreement (the “Second Amendment”) with Ms.
Plaza, to reduce Ms. Plaza’s current annual base salary from $250,000 to
$200,000 for the period of January 1, 2009 to February 23, 2009 and to reduce
Ms. Plaza’s automobile allowance from $2,069 to $1,400.
On March
11, 2009, upon the request of Ms. Plaza, and upon the approval of the Company’s
Compensation Committee, the Company entered into a Third Amendment to Employment
Agreement (the “Third Amendment”) with Ms. Plaza, pursuant to which Ms. Plaza
will no longer be receiving an annual base salary effective February 23,
2009.
On March
11, 2009, upon the approval of the Company’s Compensation Committee, the Company
entered into an Amendment to Employment Agreement with Pedro J. Lasanta, Chief
Financial Officer of the Company, to reduce Mr. Lasanta’s current annual base
salary from $110,000 to $106,000 and to eliminate Mr. Lasanta’s automobile
allowance effective March 1, 2009.
In
addition, on March 11, 2009, upon the approval of the Company’s Compensation
Committee, the Company entered into an Amendment to Employment Agreement with
Nelida Plaza, Vice President of Operations and Secretary of the Company, to
extend the term of her employment for an indefinite amount of time and to reduce
Ms. Plaza’s current annual base salary from $150,000 to $135,000 effective March
1, 2009.
The
Compensation Committee is currently considering further action regarding the
compensation of the Company's executive officers.
A copy of
these amendments are attached as Exhibits 10.1 – 10.4 to this report and are
incorporated herein by this reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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10.1
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Second
Amendment to Employment Agreement, dated March 11, 2009, by and between
the Company and Elizabeth Plaza.
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10.2
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Third
Amendment to Employment Agreement, dated March 11, 2009, by and between
the Company and Elizabeth Plaza.
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10.3
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Amendment
to Employment Agreement, dated March 11, 2009, by and between the Company
and Pedro J. Lasanta.
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10.4
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Amendment
to Employment Agreement, dated March 11, 2009, by and between the Company
and Nelida Plaza.
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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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Date:
March 17, 2009
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PHARMA-BIO
SERV, INC.
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/s/
Elizabeth Plaza
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Elizabeth
Plaza,
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Chief
Executive Officer
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Exhibit
Index
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Exhibit No.
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Description
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10.1
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Second
Amendment to Employment Agreement, dated March 11, 2009, by and between
the Company and Elizabeth Plaza.
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10.2
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Third
Amendment to Employment Agreement, dated March 11, 2009, by and between
the Company and Elizabeth Plaza.
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10.3
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Amendment
to Employment Agreement, dated March 11, 2009, by and between the Company
and Pedro J. Lasanta.
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10.4
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Amendment
to Employment Agreement, dated March 11, 2009, by and between the Company
and Nelida Plaza.
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EXHIBIT
10.1
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
This
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”), effective as
of January 1, 2009, is by and between Pharma-Bio Serv, Inc. (PBSV), a Delaware
corporation, and Pharma-Bio Serv PR Inc., a Puerto Rico corporation, having its
principal office at 373 Mendez Vigo, Suite 110, Dorado, Puerto Rico, 00646 (the
“Company”), and Elizabeth Plaza, residing at 363 Dorado Beach East, Dorado,
Puerto Rico, 00646-2096 (“Executive”).
WHEREAS,
the Company and Executive have entered into that certain Employment Agreement,
dated as of January 2, 2008, as such Employment Agreement may be amended,
restated or otherwise modified from time to time (the “Employment
Agreement”). Capitalized terms used but not defined herein shall have
the meanings ascribed to such terms in the Employment Agreement;
and
WHEREAS,
the Company and Executive have entered into that certain Employment Agreement
Amendment, dated as of June 9, 2008, extending the term of the Employment
Agreement to January 1, 2010 (the “First Amendment”); and
WHEREAS,
the Company and Executive have agreed upon new terms of Compensation under
Sections 3(a) and 3(b)(iv) of the Employment Agreement; and
WHEREAS,
the parties hereto desire to further amend the Employment Agreement, as set
forth below.
NOW,
THEREFORE, for good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, and intending to be legally bound, the parties
hereto agree as follows:
1. Section
3(a) of the Employment Agreement is amended as follows:
3. Compensation
and Other Benefits.
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(a)
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For
her services during the Employment Term, the Company shall pay Executive a
salary (“Salary”) at the annual rate of $200,000. All Salary
payments shall be payable in such installments as the Company regularly
pays its executive officers, but not less frequently than
semi-monthly.
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2. Section
3(b)(iv) of the Employment Agreement is amended as follows:
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(iv)
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A
company automobile, provided, that the total costs for the automobile
including lease payments, insurance, maintenance and any other costs and
expenses relating to the automobile shall not exceed $1,400 per
month.
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3. Miscellaneous
Provisions.
a)
No Other
Amendments.
Except
as explicitly amended by the terms of the First Amendment and this Second
Amendment, the terms of the Employment Agreement shall remain in effect and are
unchanged by this Second Amendment.
b)
Entire
Agreement.
The
Employment Agreement, as amended by the First Amendment and this Second
Amendment, constitutes the entire agreement among the parties with respect to
the subject matter hereof and supersedes all other prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof.
c)
Governing
Law
. This Second Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Puerto Rico, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
Commonwealth of Puerto Rico or any other jurisdiction) that would cause the
application of the law of any jurisdiction other than the Commonwealth of Puerto
Rico.
d)
Parties in
Interest
. This Second Amendment shall be binding upon and inure
solely to the benefit of each party and its successors and permitted assigns
and, nothing in this Second Amendment, express or implied, is intended to or
shall confer upon any other person any rights, benefits or remedies of any
nature whatsoever under or by reason of this Second Amendment.
e)
Counterparts
. This
Second Amendment may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which shall constitute one and the
same agreement. Delivery of an executed counterpart of a signature
page to this Second Amendment by facsimile shall be effective as delivery of a
mutually executed counterpart to this Second Amendment.
[SIGNATURES
ON FOLLOWING PAGE]
IN
WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
Employment Agreement to be duly executed as of the day and year first above
written.
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PHARMA-BIO
SERV, INC.
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By:
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/s/
Kirk Michel
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Name:
Kirk Michel
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Title: Chairman
of Compensation Committee
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Date: March
11, 2009
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EXECUTIVE
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/s/
Elizabeth Plaza
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Elizabeth
Plaza
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Date: March
11, 2009
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EXHIBIT
10.2
THIRD AMENDMENT TO
EMPLOYMENT AGREEMENT
This
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Third Amendment”), effective as
of February 23, 2009, is by and between Pharma-Bio Serv, Inc. (PBSV), a Delaware
corporation, and Pharma-Bio Serv PR Inc., a Puerto Rico corporation, having its
principal office at 373 Mendez Vigo, Suite 110, Dorado, Puerto Rico, 00646 (the
“Company”), and Elizabeth Plaza, residing at 363 Dorado Beach East, Dorado,
Puerto Rico, 00646-2096 (“Executive”).
WHEREAS,
the Company and Executive have entered into that certain Employment Agreement,
dated as of January 2, 2008, as such Employment Agreement may be amended,
restated or otherwise modified from time to time (the “Employment
Agreement”). Capitalized terms used but not defined herein shall have
the meanings ascribed to such terms in the Employment Agreement;
and
WHEREAS,
the Company and Executive have entered into that certain Employment Agreement
Amendment, dated as of June 9, 2008, extending the term of the Employment
Agreement to January 1, 2010 (the “First Amendment”); and
WHEREAS,
the Company and Executive have entered into that certain Employment Agreement
Amendment, dated as of March 11, 2009, amending certain provisions of the
Employment Agreement (the “Second Amendment”); and
WHEREAS,
given the current global and local economic and industry forecasts for 2009, the
Company is implementing various cost containment strategies to mitigate the
current market downward volume trend, among others, adjust compensation packages
of its management team including the CEO’s voluntary salary
adjustment.
In all
other respects the Employment Agreement dated January 13, 2007, shall remain in
full force and effect and unaltered.
IN WITNESS WHEREOF
, the
parties have executed this Agreement in Dorado, Puerto Rico, this 11
day
of March, 2009.
NOW,
THEREFORE, for good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree as follows:
1. Section
3(a) of the Employment Agreement is amended as follows:
3. Compensation
and Other Benefits.
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(a) Effective
February 23, 2009, the Executive has entered into a voluntary adjustment
to her salary pay to zero.
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2. Miscellaneous
Provisions.
a)
No Other
Amendments
. Except as explicitly amended by the terms of the
First Amendment, Second Amendment and this Third Amendment, the terms of the
Employment Agreement shall remain in effect and are unchanged by this Third
Amendment.
b)
Entire
Agreement
. The Employment Agreement, as amended by the First
Amendment, Second Amendment and this Third Amendment, constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof.
c)
Governing
Law
. This Third Amendment shall be governed by and construed
in accordance with the laws of the Commonwealth of Puerto Rico, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
Commonwealth of Puerto Rico or any other jurisdiction) that would cause the
application of the law of any jurisdiction other than the Commonwealth of Puerto
Rico.
d)
Parties in
Interest
. This Third Amendment shall be binding upon and inure
solely to the benefit of each party and its successors and permitted assigns
and, nothing in this Third Amendment, express or implied, is intended to or
shall confer upon any other person any rights, benefits or remedies of any
nature whatsoever under or by reason of this Third Amendment.
e)
Counterparts
. This
Third Amendment may be executed in one or more counterparts, each of which shall
be deemed to be an original, but all of which shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to
this Third Amendment by facsimile shall be effective as delivery of a mutually
executed counterpart to this Third Amendment.
IN
WITNESS WHEREOF, the parties hereto have caused this Third Amendment to
Employment Agreement to be duly executed as of the day and year first above
written.
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PHARMA-BIO
SERV, INC.
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By:
/s/ Kirk
Michel
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Name:
Kirk Michel
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Title:
Chairman of Compensation Committee
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Date:
March 11, 2009
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EXECUTIVE
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/s/
Elizabeth Plaza
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Elizabeth
Plaza
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Date:
March 11, 2009
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EXHIBIT
10.3
AMENDMENT
TO EMPLOYMENT AGREEMENT
Amendment
to Employment Agreement dated November 5, 2007, as amended in December 17, 2008,
between Pharma-Bio Serv, Inc., hereinafter ("Company") and Pedro J. Lasanta
("Executive").
WHEREAS
, given the current
global and local economic and industry forecasts for 2009, the Company is
implementing various cost containment strategies to mitigate the current market
downward volume trend, among others, adjust compensation packages of its
management team.
NOW THEREFORE
in exchange for
the mutual promises and undertakings herein, the parties voluntarily agree as
follows:
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1.
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Executive's
compensation pursuant to paragraph 3(a) of that certain Employment
Agreement dated November 5, 2007, as amended is hereby modified and
amended so as to decrease Executive's annual salary, as of March 1, 2009,
from $110,000 to $106,000 per annum. Salary shall be paid in such
installments as the Company regularly pays its executive officers, but not
less frequently than semi-monthly. Executive’s salary will be revised
annually based upon performance evaluation following Company’s performance
review process and subject to the financial situation of the
Company.
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2.
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Executive's
monthly car allowance of $500 pursuant to paragraph 3(b) (i) of that
certain Employment Agreement dated November 5, 2007, as amended, is hereby
eliminated effective March 1, 2009.
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In all
other respects the Employment Agreement dated November 5, 2007, as amended,
shall remain in full force and effect and unaltered.
IN WITNESS WHEREOF
, the
parties have executed this Agreement in Dorado, Puerto Rico, this 11
th
day of
March, 2009.
PHARMA-BIO
SERV, INC.
By:
/s/ Elizabeth
Plaza
Name:
Elizabeth Plaza
Title:
President & CEO
EXECUTIVE:
/s/s Pedro J
Lasanta
Name:
Pedro J Lasanta
Title:
Chief Financial Officer
EXHIBIT
10.4
AMENDMENT
TO EMPLOYMENT AGREEMENT
Amendment
to Employment Agreement dated January 25, 2006, between Pharma-Bio Serv, Inc.,
hereinafter ("Company") and Nelida Plaza ("Executive").
WHEREAS
, given the current
global and local economic and industry forecasts for 2009, the Company is
implementing various cost containment strategies to mitigate the current market
downward volume trend, among others, adjust compensation packages of its
management team.
NOW THEREFORE
, in exchanges
for the mutual promises and undertakings herein, the parties voluntarily agree
as follows:
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1.
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That
pursuant to paragraph 1(b) of that certain Employment Agreement dated
January 25, 2006, is hereby modified and amended so as to extend the
“Term” for an “Indefinite amount of time” (“Employment Term” or
“Term”).
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2.
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That
Executive's compensation pursuant to paragraph 3(a) of that certain
Employment Agreement dated January 25, 2006, is hereby modified and
amended so as to decrease Executive's annual salary, as of March 1, 2009,
from $150,000 to $135,000 per annum. Salary shall be paid in
such installments as the Company regularly pays its executive officers,
but not less frequently than semi-monthly. Executive’s salary
will be revised annually based upon performance evaluation following
Company’s performance review process and subject to the financial
situation of the Company.”
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In all
other respects the Employment Agreement dated January 25, 2006, shall remain in
full force and effect and unaltered.
IN WITNESS WHEREOF
, the
parties have executed this Agreement in Dorado, Puerto Rico, this 11th day of
March, 2009.
PHARMA-BIO
SERV, INC.
By:
/s/ Elizabeth
Plaza
Name: Elizabeth
Plaza
Title: President
& CEO
EXECUTIVE:
/s/ Nelida
Plaza
Name:
Nelida Plaza
Title: VP
of Operations