0001354488-12-000650.txt : 20120214 0001354488-12-000650.hdr.sgml : 20120214 20120214124318 ACCESSION NUMBER: 0001354488-12-000650 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 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: 12606643 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 pbsv_s13da.htm SC 13D/A Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 13D
 
Amendment No. 3
(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.
6 Road 696
Dorado, Puerto Rico 00646
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
December 31, 2011
(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) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
7
SOLE VOTING POWER
 
9,294,518*
8
SHARED VOTING POWER
 
 -0-
9
SOLE DISPOSITIVE POWER
 
4,224,241*
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,294,518*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
 
44.5%
14
TYPE OF REPORTING PERSON
 
IN
 
* Includes a vested option to purchase 125,000 shares of common stock.
 
 
2
 
 
CUSIP No. 71711N 10 0
13D
Page 3 of 5
 
This Amendment No. 3 (the “Amendment”) amends and supplements the Statement on Schedule 13D filed on July 11, 2008, and amended on August 10, 2009 and January 12, 2010, 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 September 1, 2012, 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 December 31, 2011, the Reporting Person beneficially owns 9,294,518 shares of common stock, constituting 44.5% of the Company’s issued and outstanding common stock (based on 20,758,695 shares issued and outstanding as of December 31, 2011).
 
(b)  The Reporting Person has sole voting power over 9,294,518 shares of the Company's common stock, which includes 4,099,241 shares directly owned by the Reporting Person, a vested option to purchase 125,000 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 September 1, 2012, unless the MBE certification expires sooner.  The Reporting Person has sole dispositive power over 4,224,241 shares of the Company's common stock which includes 4,099,241 shares directly owned by the Reporting Person and a vested option to purchase 125,000.
 
(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 September 1, 2012, 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).
 
 
3
 
 
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.
 
10.10
Irrevocable Proxy dated July 30, 2011 executed by Venturetek LP.*
 
10.11
Irrevocable Proxy dated July 30, 2011 executed by Krovim LLC.*
 
10.12
Irrevocable Proxy dated July 30, 2011 executed by LDP Family Partnership LP.*
_______
* Filed herewith.
 
 
4
 

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: February 14, 2012
 
  /s/ Elizabeth Plaza  
    Elizabeth Plaza  
 
 
5
 
 
 EX-10.10 2 pbsv_ex1010.htm IRREVOCABLE PROXY DATED JULY 30, 2011 EXECUTED BY VENTURETEK LP. Unassociated Document
EXHIBIT 10.10
 
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.  On the Certification Date (as defined below), 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 2011 ("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 30, 2011.
 
  Holder:  
       
  Name:  Venturetek LP  
       
 
By:
/s/ David Selengut  
    Name: David Selengut  
    Title:  Managing Member Taurus Max LLC, GP  
EX-10.11 3 pbsv_ex1011.htm IRREVOCABLE PROXY DATED JULY 30, 2011 EXECUTED BY KROVIM LLC. Unassociated Document
EXHIBIT 10.11
 
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.  On the Certification Date (as defined below), 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 2011 ("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 30, 2011.
 
  Holder:  
       
  Name:  Krovim LLC  
       
 
By:
/s/ Dov Perlysky  
    Name: Dov Perlysky  
    Title: Managing Member Nesher LLC, Manager  
EX-10.12 4 pbsv_ex1012.htm IRREVOCABLE PROXY DATED JULY 30, 2011 EXECUTED BY LDP FAMILY PARTNERSHIP LP. Unassociated Document
EXHIBIT 10.12
 
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.  On the Certification Date (as defined below), 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 2011 ("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 30, 2011.
 
  Holder:  
       
  Name:  LDP Family Partnership LP  
       
 
By:
/s/ Laya Perlysky  
    Name: Laya Perlysky  
    Title: General Partner