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 17,
2017
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):
☐ 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
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
On January 17,
2017, Pharma-Bio Serv, Inc. (the “Company”) amended the
Consulting Agreement, dated January 1, 2014, as amended, by and
among the Company, Strategic Consultants International, LLC and
Elizabeth Plaza (the “Consulting Agreement”), effective
January 1, 2017 (the “Amendment”). The
Amendment extends the term of the Consulting Agreement for an
additional year to December 31, 2017 (the “Extension
Term”). The Company will compensate consultant a
monthly retainer of $42,000 during the Extension
Term. All other terms and conditions of the Consulting
Agreement remain the same.
A copy of the
Amendment is attached as Exhibit 10.1 to this report and
incorporated herein by reference.
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits
Exhibit
No.
|
|
Description
|
|
|
|
|
|
Consulting
Agreement Amendment, dated January 17, 2017, by and among
Pharma-Bio Serv, Inc., Strategic Consultants International, LLC and
Elizabeth Plaza, effective January 1, 2017.
|
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: January 19,
2017
|
By:
|
/s/ Pedro J.
Lasanta
|
|
|
|
Pedro J.
Lasanta
|
|
|
|
Chief Financial
Officer, Vice President Finance
|
|
|
|
and Administration
and Secretary
|
|
EXHIBIT
INDEX
Exhibit
No.
|
|
Description
|
|
|
|
|
|
Consulting
Agreement Amendment, dated January 17, 2017, by and among
Pharma-Bio Serv, Inc., Strategic Consultants International, LLC and
Elizabeth Plaza, effective January 1, 2017.
|
CONSULTING AGREEMENT AMENDMENT
CONSULTING AGREEMENT AMENDMENT
(this
"Amendment"), effective as of January 1, 2017, by and
among Pharma-Bio Serv, Inc., a Delaware corporation (the
“Company”), Strategic Consultants International, LLC, a
Puerto Rico registered Limited Liability Corporation (the
“Consultant”), and Elizabeth Plaza, residing in Dorado,
Puerto Rico (“Plaza”).
W I T N
E S S E T H:
WHEREAS
, the Company, Consultant and
Plaza have entered into that certain Consulting Agreement,
effective as of January 1, 2014, as such Consulting Agreement has
been and may be amended, restated or otherwise modified from time
to time (the "Consulting Agreement"). Capitalized terms used but
not defined herein shall have the meaning ascribed to such terms in
the Consulting Agreement; and
WHEREAS
, the Company, Consultant and
Plaza desire to modify the Consulting Agreement.
NOW THEREFORE
, for good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1.
The following shall
be added to the end of Section 2 of the Consulting
Agreement:
This
agreement shall be extended through December 31, 2017. For purposes
of this Agreement, “Extension Term” shall mean the
period from January 1, 2017 through December 31, 2017.
2.
The following
sentence shall be deleted at the end of Section 5 of the Consulting
Agreement:
For the
full and proper performance of this Agreement, the Company agrees
to compensate Consultant a monthly retainer of $31,500 during the
Extension Term.
3.
Except as expressly
amended by the terms of this Amendment and all prior amendments to
the Consulting Agreement, the terms of the Consulting Agreement
shall remain in effect and are unchanged by this
Amendment.
IN WITNESS WHEREOF
, the parties have
executed this Amendment in Dorado, Puerto Rico, this 17th day of
January, 2017.
PHARMA-BIO SERV, INC.
By:
/s/ Pedro J.
Lasanta
Name: Pedro
J. Lasanta
Title: Chief
Financial Officer and Vice President- Finance and
Administration and Secretary
|
|
STRATEGIC CONSULTANTS INTERNATIONAL LLC:
By:
/s/ Elizabeth
Plaza
Name: Elizabeth
Plaza
Title: Consultant
/s/ Elizabeth
Plaza
Elizabeth
Plaza, individually
|