Attached files
| file | filename |
|---|---|
| EX-10.1 - Pharma-Bio Serv, Inc. | v170777_ex10-1.htm |
| EX-10.2 - Pharma-Bio Serv, Inc. | v170777_ex10-2.htm |
| EX-10.3 - Pharma-Bio Serv, Inc. | v170777_ex10-3.htm |
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): December 31, 2009
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)
|
|
373
Méndez Vigo, Suite 110, Dorado, Puerto Rico 00646
|
|
(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
1.02. Termination of a Material Definitive Agreement.
On
December 31, 2009, the Employment Agreement, dated January 25, 2006, between
Pharma-Bio Serv, Inc. (the "Company") and Nelida Plaza, Vice President of
Operations and Secretary of the Company, which had an indefinite term, was
replaced and superseded by a new employment agreement (in effect, terminating
the prior agreement early without penalty or cost to either party).
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
January 1, 2010, the Company amended the Employment Agreement of Elizabeth
Plaza, President and Chief Executive Officer of the Company, dated January 25,
2006, as amended. The amendment extends Elizabeth Plaza's term of
employment for an additional six months to expire on July 1,
2010. The amendment also restores Elizabeth Plaza's compensation as
originally set forth in the Employment Agreement, dated January 25, 2006, to an
annual base salary of $250,000. All other terms and conditions of Ms.
Plaza's employment agreement, as amended, remain the same. As
previously stated, effective January 1, 2009, Elizabeth Plaza's automobile
allowance was reduced to $1,400 per month and Ms. Plaza has not received a
salary from the Company for her services as President and Chief Executive
Officer since February 23, 2009.
As previously reported, the annual base
salary of Pedro Lasanta, Chief Financial Officer of the Company, was reduced in
March 2009 from $110,000 to $106,000. Effective January 1, 2010, the Company
amended the Employment Agreement of Mr. Lasanta, dated November 5, 2007, to
restore Mr. Lasanta's annual base salary to $110,000. All
other terms and conditions of Mr. Lasanta's employment agreement, as amended,
remain the same.
On December 31, 2009, Pharma-Bio Serv
PR, Inc., a subsidiary of the Company, entered into an Employment Agreement with
Nelida Plaza, Vice President of Operations and Secretary of the Company, which
replaces the Employment Agreement entered into by and between Nelida Plaza and
the Company, dated January 25, 2006. Pursuant to the employment
agreement, Nelida Plaza will serve as President of Puerto Rico Operations, in
charge of Scienza Labs, Integratek, Pharma Academy and Pharma-Bio Serv PR, for
an indefinite period of time. Nelida Plaza will also continue to
serve as the Secretary of the Company. Pursuant to the employment
agreement, Nelida Plaza will be entitled to receive an annual base salary of
$175,000 and such bonus compensation as determined by the compensation
committee, not to exceed 50% of her salary. Also, she is entitled to receive
such stock options or other equity-based incentives as determined by the
compensation committee. The Company also agreed to make the lease
payments on the automobile she currently leases. If Nelida Plaza's employment is
terminated other than for cause or as a result of her death or disability, the
Company is required to pay Nelida Plaza the balance of her salary for the
working period. In addition, if applicable Nelida Plaza may receive
severance under PR labor law No. 80 of May 80, 1976, known as the “Wrongful
Discharge Act” (“Ley Despido
Injusticado”).
A copy of
the amendments and the employment agreement are attached as Exhibits 10.1 – 10.3
to this report and are incorporated herein by this reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No.
|
Description
|
|
|
10.1
|
Employment
Agreement Amendment, effective as of January 1, 2010, by and between the
Company and Elizabeth Plaza.
|
|
|
10.2
|
Employment
Agreement Amendment, effective as of January 1, 2010, by and between the
Company and Pedro Lasanta.
|
|
|
10.3
|
Employment
Agreement, dated as of December 31, 2009, by and between Pharma-Bio Serv
PR, Inc. and Nelida Plaza.
|
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
7, 2010
|
By:
|
/s/ Elizabeth Plaza | |
| Elizabeth Plaza, | |||
| President and Chief Executive Officer | |||
Exhibit
Index
|
Exhibit No.
|
Description
|
|
|
10.1
|
Employment
Agreement Amendment, effective as of January 1, 2010, by and between the
Company and Elizabeth Plaza.
|
|
|
10.2
|
Employment
Agreement Amendment, effective as of January 1, 2010, by and between the
Company and Pedro Lasanta.
|
|
|
10.3
|
Employment
Agreement, dated as of December 31, 2009, by and between Pharma-Bio Serv
PR, Inc. and Nelida Plaza.
|