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): October 7, 2019
 
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))
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
 
 
 
 
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b2 of the Securities Exchange Act of 1934 (17 CFR §240.12b2).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 


 
 
Item 5.02.       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On October 7, 2019, 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 $160,000 to $175,000 as of October 7, 2019.
 
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
 
Exhibit No.
 
Description
 
 
 
 
Employment Agreement Amendment, dated October 7, 2019, by and between the Company and Pedro J. Lasanta.
 
 
 
 
 

 
 
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: October 11, 2019
By:  
/s/ Victor Sanchez  
 
 
 
Victor Sanchez
 
 
 
Chief Executive Officer and President Europe Operations
 
 
 
 
 
 
 

 
Exhibit 10.1
 
 
EMPLOYMENT AGREEMENT AMENDMENT
 
EMPLOYMENT AGREEMENT AMENDMENT (this "Amendment"), effective as of October 7, 2019, by and among Pharma-Bio Serv, Inc. 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:
 
1.
Section 3(a) of the Employment Agreement is amended and restated in its entirety as follows: For his services, the Company shall pay Executive a salary (“Salary”) at the annual rate of $175,000, effective October 7, 2019. 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.
 
2.
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.
 
IN WITNESS WHEREOF, the parties have executed this Amendment in Dorado, Puerto Rico, this 7th day of October, 2019.
 
 
PHARMA-BIO SERV, INC.
 
By:  /s/ Elizabeth Plaza
 
EXECUTIVE:
 
By:  /s/ Pedro Lasanta
Name: Elizabeth Plaza
 
Name: Pedro Lasanta
Title: Chairman
 
Title: Chief Financial Officer