-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BpSdRKXf+vvOQO9oLkhyHg/koQGAvNKH9OJSBVsPz+c8kEHW7fBrEAVC5nVsW3fW Ged7i9dz2pYxb1eANjXHOw== 0001144204-09-041764.txt : 20090810 0001144204-09-041764.hdr.sgml : 20090810 20090810172941 ACCESSION NUMBER: 0001144204-09-041764 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20090810 DATE AS OF CHANGE: 20090810 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PLAZA ELIZABETH CENTRAL INDEX KEY: 0001353853 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 363 DORADO BEACH EAST CITY: DORADO STATE: PR ZIP: 00646 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pharma-Bio Serv, Inc. CENTRAL INDEX KEY: 0001304161 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 200653570 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81783 FILM NUMBER: 091001146 BUSINESS ADDRESS: STREET 1: INDUSTRIAL ZONE STREET 1 STREET 2: LOT 14 CITY: DORADO STATE: PR ZIP: 00646 BUSINESS PHONE: 787-278-2709 MAIL ADDRESS: STREET 1: INDUSTRIAL ZONE STREET 1 STREET 2: LOT 14 CITY: DORADO STATE: PR ZIP: 00646 FORMER COMPANY: FORMER CONFORMED NAME: LAWRENCE CONSULTING GROUP INC DATE OF NAME CHANGE: 20040923 SC 13D/A 1 v156816_sc13da.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Amendment No. 1

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO §240.13d-2(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)

PHARMA-BIO SERV, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

71711N 10 0

(CUSIP Number)

Elizabeth Plaza

Pharma-Bio Serv, Inc.

373 Mendez Vigo, Suite 110

Dorado, Puerto Rico 00646

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 15, 2009

(Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240-13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 71711N 10 0

13D

Page 2 of 5

1	NAME OF REPORTING PERSONS Elizabeth Plaza
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS 00
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
Number of Shares Beneficially Owned by Each Reporting Person With		7	SOLE VOTING POWER 6,728,610*
		8	SHARED VOTING POWER -0-
		9	SOLE DISPOSITIVE POWER 1,658,333*
		10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,728,610*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 32.36%
14	TYPE OF REPORTING PERSON IN

* Includes a vested option to purchase 41,666 shares of common stock.

CUSIP No. 71711N 10 0

13D

Page 3 of 5

This Amendment No. 1 (the “Amendment”) amends and supplements the Statement on Schedule 13D filed on July 11, 2008 by Elizabeth Plaza relating to the common stock of Pharma-Bio Serv, Inc. (the “Company”).

ITEM 4. PURPOSE OF TRANSACTION

Item 4 is amended by adding the following paragraph to the end of the item:

In conjunction with the Company obtaining certification as a “minority-controlled company” (“MBE Certification”), Ms. Plaza received irrevocable proxies to vote an aggregate of 5,070,277 shares of the Company's common stock from Venturetek, LLP, a greater than 5% shareholder, and LDP Family Partnership LP and Krovim, LLC, two entities affiliated with Dov Perlysky, one of our directors. These proxies are effective until July 1, 2010, unless the MBE Certification expires sooner.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 is deleted in its entirety and replaced with the following text:

(a) As of August 3, 2009, the Reporting Person beneficially owns 6,728,610 shares of common stock, constituting 32.36% of the Company’s issued and outstanding common stock (based on 20,751,215 shares issued and outstanding as of August 3, 2009).

(b) The Reporting Person has sole voting power over 6,728,610 shares of the Company's common stock, which includes 1,616,667 shares directly owned by the Reporting Person, a vested option to purchase 41,666 shares held by the Reporting Person and 5,070,277 shares in which the Reporting Person has been granted a voting proxy. In connection with the MBE Certification, Venturetek LP, LDP Family Partnership LP and Krovim, LLC gave the Reporting Person proxies to vote their shares. These proxies expire on July 1, 2010, unless the MBE certification expires sooner. The Reporting Person has sole dispositive power over 1,658,333 shares of the Company's common stock which includes 1,616,667 shares directly owned by the Reporting Person and a vested option to purchase 41,666 shares held by the Reporting Person.

(c) Except as otherwise disclosed herein, the Reporting Party has not effected any other transactions in the common stock during the past 60 days.

(d) and (e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 is deleted in its entirety and replaced with the following text:

The Reporting Person holds a voting proxy over 5,070,277 shares of the Company's common stock held by Venturetek LP, LDP Family Partnership LP and Krovim, LLC. The voting proxy terminates on July 1, 2010, unless the MBE certification expires sooner. Except as set forth in this statement, to the best knowledge of the Reporting Person, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of Company including, but not limited to, transfer of or voting of any of the securities of Company, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power or investment power over such securities (except the disclosure of standard default and similar provisions contained in loan agreements).

CUSIP No. 71711N 10 0

13D

Page 4 of 5

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 is deleted in its entirety and replaced with the following text:

10.1	Securities Purchase Agreement dated as of December 12, 2007 by and among Elizabeth Plaza and each of the selling warrant holders listed on Exhibit A (incorporated by reference to Exhibit 10.1 in the Company's Form 8-K filed with the SEC on July 11, 2008).

10.2	Amendment dated July 9, 2008 to the Securities Purchase Agreement dated as of December 12, 2007 by and among Elizabeth Plaza and each of the purchasers listed on Exhibit A (incorporated by reference to Exhibit 10.2 in the Company's Form 8-K filed with the SEC on July 11, 2008).

10.3	Agreement dated December 12, 2007 by and between Elizabeth Plaza and Pharma-Bio Serv, Inc. (incorporated by reference to Exhibit 10.3 in the Company's Form 8-K filed with the SEC on July 11, 2008).

10.4	Amendment dated July 9, 2008 to the Agreement dated December 12, 2007 by and between Elizabeth Plaza and Pharma-Bio Serv, Inc. (incorporated by reference to Exhibit 10.4 in the Company's Form 8-K filed with the SEC on July 11, 2008).

10.5	Form of Irrevocable Proxy dated July 11, 2008 executed by Venturetek LP, Krovim LLC and LDP Family Partnership (incorporated by reference to Exhibit 10.5 in the Company's Form 8-K filed with the SEC on July 11, 2008).

10.6	Agreement and Plan of Reorganization dated October 31, 2005, by and among the Company, Plaza Acquisition Corp., Plaza Consulting Group, Inc. and Elizabeth Plaza (incorporated by reference to Exhibit 2 in the Company's Form 8-K filed with the SEC on November 3, 2005).

10.7	Irrevocable Proxy dated July 15, 2009 executed by Venturetek LP.*

10.8	Irrevocable Proxy dated July 15, 2009 executed by Krovim LLC.*

10.9	Irrevocable Proxy dated July 15, 2009 executed by LDP Family Partnership LP.*

___

* Filed herewith.

CUSIP No. 71711N 10 0

13D

Page 5 of 5

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 6, 2009

	/s/ Elizabeth Plaza
	Elizabeth Plaza

EX-10.7 2 v156816_ex10-7.htm

EXHIBIT 10.7

Irrevocable Proxy

The undersigned holder (the "Holder") of 3,132,932 shares of common stock (the "Shares") of Pharma-Bio Serv, Inc., a Delaware corporation (the "Company"), solely in its capacity as a holder of securities of the Company, hereby irrevocably appoints Elizabeth Plaza, as the sole and exclusive attorney and proxy of the Holder, with full power of substitution and resubstitution, to vote and exercise all voting, consent and similar rights with respect to all of the Holder's Shares, until the Expiration Date (as defined below), on the terms and conditions specified below. Upon the Holder's execution of this Irrevocable Proxy, any and all prior proxies given by the Holder with respect to any of the Holder's Shares are hereby revoked and the Holder agrees not to grant any subsequent proxies with respect to any of the Holder's Shares until after the Expiration Date.

This Irrevocable Proxy is irrevocable, is coupled with an interest sufficient in law to support an irrevocable power made for the benefit of third parties.

The term of this Irrevocable Proxy shall commence on the date (the "Certification Date") the Company obtains a National Minority Supplier Development Council Minority-Controlled Certification with respect to 2009 ("Certification") and shall terminate on the "Expiration Date". As used herein, the term "Expiration Date" shall mean the first anniversary date of the Certification Date unless the Certification expires sooner in which event the Expiration Date shall be the date the Certification expires.

The attorney and proxy named above is hereby authorized and empowered by the Holder, at any time prior to the Expiration Date, to act as the Holder's attorney and proxy to vote the Holder's Shares, and to exercise all voting, consent and similar rights of the Holder with respect to the Holder's Shares (including, without limitation, the power to execute and deliver written consents) at every annual, special or adjourned meeting of stockholders of the Company and in every written consent in lieu of such meeting.

Any obligation hereunder of the Holder shall be binding upon the successors and assigns of the Holder. This Irrevocable Proxy shall terminate, and be of no further force or effect, automatically upon the Expiration Date.

IN WITNESS WHEREOF, the undersigned Holder has caused this Irrevocable Proxy to be executed as of July 15, 2009.

Holder:

Name: Venturetek LP

By:	/s/ David Selengut
	Name:	David Selengut
	Title:	Managing Member Taurus Max LLC, GP

EX-10.8 3 v156816_ex10-8.htm

EXHIBIT 10.8

Irrevocable Proxy

The undersigned holder (the "Holder") of 1,164,554 shares of common stock (the "Shares") of Pharma-Bio Serv, Inc., a Delaware corporation (the "Company"), solely in its capacity as a holder of securities of the Company, hereby irrevocably appoints Elizabeth Plaza, as the sole and exclusive attorney and proxy of the Holder, with full power of substitution and resubstitution, to vote and exercise all voting, consent and similar rights with respect to all of the Holder's Shares, until the Expiration Date (as defined below), on the terms and conditions specified below. Upon the Holder's execution of this Irrevocable Proxy, any and all prior proxies given by the Holder with respect to any of the Holder's Shares are hereby revoked and the Holder agrees not to grant any subsequent proxies with respect to any of the Holder's Shares until after the Expiration Date.

This Irrevocable Proxy is irrevocable, is coupled with an interest sufficient in law to support an irrevocable power made for the benefit of third parties.

IN WITNESS WHEREOF, the undersigned Holder has caused this Irrevocable Proxy to be executed as of July 15, 2009.

Holder:

Name: Krovim LLC

By:	/s/ Dov Perlysky
	Name:	Dov Perlysky
	Title:	Managing Member Nesher LLC, Manager

EX-10.9 4 v156816_ex10-9.htm

EXHIBIT 10.9

Irrevocable Proxy

The undersigned holder (the "Holder") of 772,791 shares of common stock (the "Shares") of Pharma-Bio Serv, Inc., a Delaware corporation (the "Company"), solely in its capacity as a holder of securities of the Company, hereby irrevocably appoints Elizabeth Plaza, as the sole and exclusive attorney and proxy of the Holder, with full power of substitution and resubstitution, to vote and exercise all voting, consent and similar rights with respect to all of the Holder's Shares, until the Expiration Date (as defined below), on the terms and conditions specified below. Upon the Holder's execution of this Irrevocable Proxy, any and all prior proxies given by the Holder with respect to any of the Holder's Shares are hereby revoked and the Holder agrees not to grant any subsequent proxies with respect to any of the Holder's Shares until after the Expiration Date.

This Irrevocable Proxy is irrevocable, is coupled with an interest sufficient in law to support an irrevocable power made for the benefit of third parties.

IN WITNESS WHEREOF, the undersigned Holder has caused this Irrevocable Proxy to be executed as of July 15, 2009.

Holder:

Name: LDP Family Partnership LP

By:	/s/ Laya Perlysky
	Name:	Laya Perlysky
	Title:	General Partner

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