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): January 30, 2012
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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6 Road 696, 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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(Former Name or Former Address, if Changed Since Last Report)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 31, 2012, Pharma-Bio Serv, Inc. (the "Company") amended the Employment Agreement of Pedro J. Lasanta, Chief Financial Officer of the Company, dated November 5, 2007, as amended (the "Amendment"). The Amendment modifies Mr. Lasanta's annual salary from $110,000 to $125,000.
On January 30, 2012, Mr. Lasanta was granted a stock option to purchase 200,000 shares of common stock of the Company at an exercise price of $0.72. The stock option expires on January 30, 2017 and vests in three equal annual installments beginning on January 30, 2013.
On January 30, 2012, Ms. Nelida Plaza Rodriguez, President of Puerto Rico Operations and Secretary, was granted a stock option to purchase 200,000 shares of common stock of the Company at an exercise price of $0.72. The stock option expires on January 30, 2017 and vests in three equal annual installments beginning on January 30, 2013.
A copy of the Amendment is attached as Exhibit 10.1 to this report and is incorporated herein by this reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Employment Agreement Amendment, dated January 31, 2012, by and between the Company and Pedro J. Lasanta.
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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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PHARMA-BIO SERV, INC.
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Date: February 2, 2012
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By:
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/s/ Elizabeth Plaza
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Name: Elizabeth Plaza
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Title:
President and Chief Executive Officer
(principal executive officer)
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Exhibit Index
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Exhibit No.
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Description
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Employment Agreement Amendment, dated January 31, 2012, by and between the Company and Pedro J. Lasanta.
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4
EXHIBIT 10.1
EMPLOYMENT AGREEMENT AMENDMENT
EMPLOYMENT AGREEMENT AMENDMENT
(this "Amendment"), effective as of January 1, 2012, by and among Pharma-Bio Serv, Inc.(PBSV) with its principal office at 6 Road 696, Dorado, Puerto Rico 00646 (the “Company”), and Pedro J. Lasanta (“Executive”) (both hereinafter “the Parties”).
W I T N E S S E T H:
WHEREAS
, the Company and Executive have entered into that certain Employment Agreement, dated November 5, 2007, as such Employment Agreement has been and may be amended, restated or otherwise modified from time to time (the "Employment Agreement"). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Employment Agreement; and
WHEREAS
, the Company desires to modify the Executive's salary.
NOW THEREFORE
, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:
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1.
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The Executive's salary pursuant to paragraph 3(a) of the Employment Agreement is hereby modified and amended so as to increase Executive's annual salary, as of January 1, 2012, to $125,000 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 evaluations following the Company's performance review process and subject to the financial status of the Company.
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2.
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Except as expressly amended by the terms of this Amendment and all prior amendments to the Employment Agreement, the terms of the Employment Agreement shall remain in effect and are unchanged by this Amendment.
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IN WITNESS WHEREOF
, the parties have executed this Amendment in Dorado, Puerto Rico, this 31st day of January, 2012.
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PHARMA-BIO SERV, INC.
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EXECUTIVE:
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/s/ Elizabeth Plaza
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/s/ Pedro Lasanta
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Name: Elizabeth Plaza
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Name: Pedro Lasanta
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Title: President, CEO and Director
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Title: Chief Financial Officer
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