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 9, 2013
 
Pharma-Bio Serv, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
0-50956
20-0653570
(Commission File Number)
(I.R.S. Employer Identification No.)

6 Road 696, Dorado, Puerto Rico
00646
(Address of Principal Executive Offices)
(Zip Code)

(787) 278-2709
(Registrant’s Telephone Number, Including Area Code)
 
 
(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 (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))
 
 
 
 
Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On February 26, 2013, the Board of Directors of Pharma-Bio Serv, Inc. (the "Company") approved, subject to shareholder approval at the 2013 Annual Meeting, an amendment to its Certificate of Incorporation to classify the Board of Directors into three classes with staggered terms (“Classified Board Amendment”).   At the 2013 Annual Meeting, on April 9, 2013, the shareholders approved the Classified Board Amendment.  The Classified Board Amendment classifies the Board into three separate classes, as nearly equal in number as possible, with one class being elected each year to serve a staggered three−year term.
 
The director initially elected in Class I (Irving Wiesen) would serve until the 2014 Annual Meeting of Stockholders and the election and qualification of his or her successor. The directors initially elected in Class II (Kirk Michel and Dov Perlysky) would serve until the 2015 Annual Meeting of Stockholders and the election and qualification of his or her successors. The directors initially elected in Class III (Elizabeth Plaza and Howard Spindel) would serve until the 2016 Annual Meeting of Stockholders and the election and qualification of his or her successor. Beginning with the election of directors to be held at the 2014 Annual Meeting of Stockholders, and going forward, the class of directors to be elected in such year (Class I) would be elected for a three year term, and at each successive Annual Meeting of Stockholders, the class of directors to be elected in such year would be elected for a three year term, so that the term of office of one class of directors shall expire in each year.

A copy of the Certificate of Amendment to the Company's Certificate of Incorporation. effective April 9, 2013, is attached hereto as Exhibit 3.1, and incorporated herein by this reference.

Also, on February 26, 2013, the Company's Board approved, subject to shareholder approval of the Classified Board Amendment at the 2013 Annual Meeting, an amendment to the Company's bylaws to classify the Board into three separate classes, as set forth in the Certificate of Amendment.

A copy of the amendment to the bylaws, effective April 9, 2013, is attached hereto as Exhibit 3.2, and incorporated herein by this reference.
 
Item 5.07.  Submission of Matters to a Vote of Security Holders.
 
On April 9, 2013, the Company held its 2013 Annual Meeting of Shareholders.  Below is a summary of the proposals and corresponding votes.
 
Amend the Company's Certificate of Incorporation to authorize the classification of the Board of Directors into three classes with staggered terms:
 
For
 
Against
 
Abstain
11,423,517
 
5,408,108
 
50,000
 
There were 1,780,329 broker non-votes on this proposal.
 
All five nominees were elected with each director receiving votes as follows:
 
Nominee
 
For
   
Withheld
 
Elizabeth Plaza
    16,657,802       223,823  
Kirk Michel
    15,873,842       1,007,783  
Dov Perlysky
    15,873,842       1,007,783  
Howard Spindel
    15,873,842       1,007,783  
Irving Wiesen
    15,873,842       1,007,783  
 
There were 1,780,329 broker non-votes on this proposal for each nominee.
 
The ratification of the appointment of Horwath Velez & Co. PSC as the Company's independent certified public accountants for the fiscal year ending October 31, 2013:
 
For
 
Against
 
Abstain
18,478,134
 
0
 
183,820
 
There were no broker non-votes on this proposal.
 
The non-binding advisory vote on the compensation of the named executive officers of the Company (“Say on Pay"):
 
For
 
Against
 
Abstain
16,413,219
 
418,406
 
50,000
 
There were 1,780,329 broker non-votes on this proposal.
 
The non-binding advisory vote on the frequency of the advisory vote on Say on Pay in future years:
 
Every 3 Years
 
Every 2 Years
 
Every 1 Year
 
Abstain
9,964,478
 
4,106,119
 
1,582,174
 
1,228,854
 
There were 1,780,329 broker non-votes on this proposal.
 
 
 
 
The Company has considered the outcome of this advisory vote and has determined, as was recommended by the Company’s Board of Directors in the proxy statement for the Annual Meeting, that the Company will hold an advisory vote every three years on the compensation of the Company’s named executive officers.
 
Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

 
Exhibit No.   Exhibit Description
3.1   Certificate of Amendment to the Certificate of Incorporation.
3.2    Amendment No. 2 to the Bylaws.
 
                                                   
 
 
 
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.
 
  PHARMA-BIO SERV, INC.  
       
Date: April 12, 2013  
By:
/s/  Pedro J. Lasanta  
   
Pedro J. Lasanta
 
   
Chief Financial Officer and Vice President Finance and Administration
 
       


 
 
 
EXHIBIT INDEX
 
Exhibit No.   Exhibit Description
3.1   Certificate of Amendment to the Certificate of Incorporation.
3.2    Amendment No. 2 to the Bylaws.
 
Exdhibit 3.1
CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
PHARMA-BIO SERV, INC.


Pharma-Bio Serv, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST:              The name of the corporation is Pharma-Bio Serv, Inc. (the “Corporation”).

SECOND:         The Corporation was originally incorporated pursuant to the General Corporation Law of the State of Delaware on January 14, 2004.

THIRD:             A Restated Certificate of Incorporation of the Corporation (the "Certificate") was filed with the Secretary of State of the State of Delaware on April 25, 2006.

FOURTH:         On February 26, 2013, the Board of Directors of the Corporation adopted and approved an amendment to the Certificate of the Corporation that authorized the classification of the Board of Directors into three classes with staggered terms.

FIFTH:              The Certificate is hereby amended by adding the following new Article Ninth:

“NINTH:                      The Board of Directors of the corporation shall be classified into three classes, as nearly equal in number as possible, with staggered terms as provided under § 141(d) of the General Corporate Law of the State of Delaware, with one class being elected each year to serve a staggered three−year term.

Directors in each class shall be elected at the annual meeting of stockholders of the corporation. The directors initially elected in Class I will serve until the 2014 annual meeting of stockholders and the election and qualification of their successors. The directors initially elected in Class II will serve until the 2015 annual meeting of stockholders and the election and qualification of their successors. The directors initially elected in Class III will serve until the 2016 annual meeting of stockholders and the election and qualification of his or her successor.

Beginning with the election of directors to be held at the 2014 annual meeting of stockholders, and going forward, the class of directors to be elected in such year (Class I) shall be elected for a three−year term, and at each successive annual meeting of stockholders, the class of directors to be elected in such year would be elected for a three year term, so that the term of office of one class of directors shall expire in each year.
 
 
 
Any director appointed by the Board of Directors of the corporation to fill a vacancy of a director that resigns, retires, is removed, or otherwise ceases to serve prior to the end of such director’s term in office, shall hold office until the next election of the class for which such director has been chosen, and until that director’s successor has been elected and qualified or until his or her earlier resignation, removal or death."

SIXTH:              This Certificate of Amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.


[Signature on following page]
 
 
 
 
IN WITNESS WHEREOF , the Corporation has caused this Certificate of Amendment to be signed by its Chief Financial Officer this 9th day of April, 2013.


     
       
    /s/  Pedro J. Lasanta  
   
Pedro J. Lasanta, Chief Financial Officer
 
       
       


Exhibit 3.2
 
AMENDMENT NO. 2 TO THE
BYLAWS OF PHARMA-BIO SERV, INC.


WHEREAS , Article VI of the Bylaws (the “Bylaws”) of Pharma-Bio Serv, Inc. (the “Company”) provides that the Board of Directors of the Company (the "Board") may amend the Bylaws at any time; and

WHEREAS , at the annual meeting of stockholders held on April 9, 2013, the stockholders of the Company approved an amendment to the Company's Certificate of Incorporation to authorize the classification of the Board of Directors into three classes with staggered terms (the "Certificate of Amendment"); and

WHEREAS , the Board of Directors stated that it would amend the Company's Bylaws, after receiving stockholder approval but before the filing of the Certificate of Amendment, to conform the text in the Bylaws to the text in the Certificate of Amendment regarding the staggered board; and
 
WHEREAS , the Board has determined it to be in the best interests of the Company to amend the Bylaws as hereinafter set forth.
 
NOW, THEREFORE , pursuant to the authority reserved to the Board, the Bylaws are hereby amended as follows:
 
1.  
Section 3 of Article II of the Bylaws is amended by deleting in its entirety and replacing it with the following:

"3.      ELECTION AND TERM.  The Board of Directors of the corporation shall be classified into three classes, as nearly equal in number as possible, with staggered terms as provided under § 141(d) of the General Corporate Law of the State of Delaware, with one class being elected each year to serve a staggered three−year term.

Directors in each class shall be elected at the annual meeting of stockholders of the corporation. The directors initially elected in Class I will serve until the 2014 annual meeting of stockholders and the election and qualification of their successors. The directors initially elected in Class II will serve until the 2015 annual meeting of stockholders and the election and qualification of their successors. The directors initially elected in Class III will serve until the 2016 annual meeting of stockholders and the election and qualification of his or her successor.

Beginning with the election of directors to be held at the 2014 annual meeting of stockholders, and going forward, the class of directors to be elected in such year (Class I) shall be elected for a three−year term, and at each successive annual meeting of stockholders, the class of directors to be elected in such year would be elected for a three year term, so that the term of office of one class of directors shall expire in each year.

 
 
 
Any director appointed by the Board of Directors of the corporation to fill a vacancy of a director that resigns, retires, is removed, or otherwise ceases to serve prior to the end of such director’s term in office, shall hold office until the next election of the class for which such director has been chosen, and until that director’s successor has been elected and qualified or until his or her earlier resignation, removal or death."

2.  
Except as modified by this Amendment, all of the terms and conditions of the Bylaws shall remain valid and in full force and effect.
 
 
[ SIGNATURE ON THE FOLLOWING PAGE ]
 
 
 
IN WITNESS WHEREOF , the undersigned, a duly authorized officer of the Company, has executed this instrument as of the 9 th day of April 2013, on behalf of the Board.

 
   
Pharma-Bio Serv, Inc.
       
   
By:
/s/ Pedro J. Lasanta
     
Pedro J. Lasanta
     
Chief Financial Officer