Blueprint
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 10-K/A
(Mark
One)
☑ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the
fiscal year ended October 31, 2016
☐ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
transition period from _____________ to ______________
Commission File No.
000-50956
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PHARMA-BIO SERV, INC.
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(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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20-0653570
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(State
or Other Jurisdiction of Incorporation or
Organization)
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(IRS
Employer Identification No.)
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Pharma-Bio Serv Building,
#6 Road 696
Dorado, Puerto Rico
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00646
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(Address
Of Principal Executive Offices)
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(Zip
Code)
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787-278-2709
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(Registrant’s
Telephone Number, Including Area Code)
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Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par
value $0.0001 per share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes
☐ No ☑
Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes
☐ No ☑
Indicate by check
mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes
☑ No
☐
Indicate by check
mark whether the registrant has submitted electronically and posted
on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes ☑ No ☐
Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of the
registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. ☐
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange
Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☑
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Indicate by check
mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes ☐ No ☑
The
aggregate market value of common stock held by non-affiliates of
the registrant, based on the closing price for the
registrant’s common stock on April 29, 2016 (the last
business day of the second quarter of the registrant’s
current fiscal year), was $11,110,356.
The
number of shares of the registrant’s common stock outstanding
as of January 26, 2017 was 23,113,531.
EXPLANATORY
NOTE
This
Annual Report on Form 10-K/A is being filed by Pharma-Bio Serv,
Inc. (the "Company") to amend the Annual Report on Form 10-K for
the year ended October 31, 2016 filed by the Registrant with the
Securities and Exchange Commission (the "SEC") on January 31, 2017
to include the information required to be disclosed by Part III,
Items 10-14 of Form 10-K.
PHARMA-BIO SERV, INC.
ANNUAL REPORT ON FORM 10-K/A
FOR
THE YEAR ENDED OCTOBER 31, 2016
PART
III
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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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1
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ITEM 11.
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EXECUTIVE COMPENSATION
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4
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ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
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8
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
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10
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ITEM 14
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PRINCIPAL ACCOUNTING FEES AND SERVICES
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11
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PART IV
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ITEM 15.
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EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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12
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PART
III
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
(a)
Identification of Directors
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Name
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Positions with
the Company
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Director
Since
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Elizabeth
Plaza(3)
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53
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Chairman of the
Board
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2006
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Kirk
Michel(1),(2)
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61
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Director
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2006
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Dov
Perlysky(2),(3)
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54
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Director
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2004
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Howard
Spindel(1)
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71
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Director
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2006
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Irving
Wiesen(1),(2),(3)
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62
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Director
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2006
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________________
(1)
Member of the Audit
Committee and Compensation Committee.
(2)
Member of the
Mergers and Acquisition Committee.
(3)
Member of the
Nominating Committee.
Elizabeth Plaza has served as the
Chairman of the Board since January 2006. Also, Ms. Plaza assumed
the role of Senior Strategic Consultant of the Company on January
1, 2013. Ms. Plaza served as our president and chief executive
officer from January 2006 to December 2012, and as our principal
executive officer from January 1, 2014 to December 31,
2014. Ms. Plaza founded Pharma Serv, a division of
Pharma-Bio Serv, Inc. on February, 1993. Prior to
founding her own company, she worked for Warner Lambert, Inc, and
McNeil Pharmaceutical, a Johnson & Johnson company, as a
Pharmaceutical Scientist. Ms. Plaza graduated from the
University of Puerto Rico, Magna Cum Laude with a degree in
Pharmaceutical Sciences. Also, Ms. Plaza has attended
the Executive Development program of the Massachusetts Institute of
Technology (MIT) and the Kellogg Management Development Program for
Minority CEO’s at Northwestern University in
Illinois.
Ms.
Plaza is a member of numerous professional
organizations. She is a member of the US Department of
Commerce, MBDA, and Washington DC National Advisory Council on
Minority Business Enterprise since 2010; Active Board of Directors
Member of the Puerto Rico Manufacturers Association, leading the
Industrial Promotions Committee; served on the Export Commerce
Advisory Council for Puerto Rico Government from
2009-2012. She is also a QA Committee Member of the
Pharmaceutical Industrial Association (PIA) as well as the Global
Competitiveness Committee of PIA. She also serves other
Board of Directors, including the Labor Development Local Board for
Manatí-Dorado. In addition, she is an active member
of professional organizations including the Parenteral Drug
Association (PDA), where she was one of the authors of the
Technical Report on the new FDA Process Validation
Guidance. She is a member of the Delaware Valley
International Society of Pharmaceutical Engineers (ISPE), the
American Society for Quality Control (ASQC) and the American
Association of Pharmaceutical Scientists (AAPS).
Ms.
Plaza brings extensive leadership and business experience, as well
as an in-depth understanding of the Company's history and
tremendous knowledge of our business and the pharmaceutical
industry, to the Board. Her experience as an entrepreneur in the
pharmaceutical industry has given her broad understanding and
expertise, particularly relating to business and industry
matters.
Kirk Michel, a director since January
25, 2006, has been a managing director of KEMA Advisors, Inc., a
boutique investment banking firm located in Hillsborough, North
Carolina since 2000. KEMA Advisors provides corporate finance
advisory services to middle market companies and governmental
agencies. From 1995 to 2000, Mr. Michel was the co-founder and a
managing director of Bahia Group Holdings, LLC which provided
corporate finance, public finance and merger and acquisition
services to middle market companies and governmental agencies. Mr.
Michel holds a M.B.A. degree from the Columbia University Graduate
School of Business and a B.A. in Economics from Northwestern
University.
Mr.
Michel brings extensive leadership, business, and finance
experience to the Board. His experience as a managing director of
an investment banking firm has given him broad understanding and
expertise, particularly relating to business and finance
matters.
Dov Perlysky, a director since 2004, has
been the managing member of Nesher, LLC a private investment firm
since 2000. On January 25, 2006, in connection with the reverse
acquisition, Mr. Perlysky resigned as president of the Company.
From 1998 until 2002, Mr. Perlysky was a vice president in the
private client group of Laidlaw Global Securities, a registered
broker-dealer. He received his B.S. in Mathematics and Computer
Science from the University of Illinois in 1985 and a Masters in
Management from the JL Kellogg Graduate School of Northwestern
University in 1991. Mr. Perlysky is currently a director of Enzo
Biochem, Inc., a growth-oriented life sciences and clinical
laboratory company listed on the New York Stock Exchange, Engex,
Inc., a closed-end mutual fund, and Highlands Bancorp, Inc., a New
Jersey community bank.
Mr.
Perlysky brings extensive leadership and business experience, as
well as an in-depth understanding of the Company's history and
tremendous knowledge of our business and the pharmaceutical
industry, to the Board. His experience as the former president of
the Company has given him broad understanding and expertise,
particularly relating to the Company's business and
industry.
Howard Spindel, a director since January
25, 2006, has been a consultant with Integrated Management
Solutions, a securities industry consulting and recruitment firm
which he founded, since 1985. In this capacity, he has also acted
as a financial and operations principal, general securities
principal, registered representative and options principal for
several broker-dealers during this period. He is also a director of
Engex, Inc., a closed-end investment company, and Oak Tree
Educational Partners, Inc., a training company. Mr. Spindel
received a B.S (Accounting) degree from Hunter College and is a
Certified Public Accountant.
Mr.
Spindel brings extensive leadership, business, and accounting
experience to the Board. His experience as a consultant, certified
public accountant and board member to other companies has given him
broad understanding and expertise, particularly relating to
business, accounting and finance matters.
Irving Wiesen, a director since January
25, 2006, has practiced as an attorney specializing in food and
drug law and regulation in the pharmaceutical and medical device
industries for over thirty years. For more than the past five years
he has been of counsel to the New York law firms, Ullman, Shapiro
and Ullman, LLP and Cohen, Tauber, Spievack & Wagner. Prior to
that, Mr. Wiesen was a partner in the New York food and drug law
firm, Bass & Ullman, and also served as division counsel of
Boehringer Ingelheim Pharmaceuticals, Inc. Mr. Wiesen represents
pharmaceutical, medical device and biotechnology companies in all
aspects of FDA regulation, corporate practice and compliance,
litigation and allied commercial transactions. Mr. Wiesen received
his J.D. degree from the New York University School of Law and
holds an M.A. in English Literature from Columbia University and a
B.A., cum laude, from Yeshiva University.
Mr.
Wiesen brings extensive leadership, business, and legal experience
to the Board. He has practiced as an attorney specializing in food
and drug law and regulation in the pharmaceutical and medical
device industries for over thirty years. His experience as a
practicing lawyer in the pharmaceutical and medical device
industries has given him broad understanding and expertise,
particularly relating to legal and industry matters impacting the
Company.
(b)
Identification of Executive Officers
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Name
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Position
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Victor
Sanchez
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46
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Chief Executive
Officer, President and President of European
Operations
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Pedro J.
Lasanta
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57
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Chief Financial
Officer, Vice President - Finance and Administration and
Secretary
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Victor Sanchez has served as our Chief
Executive Officer and President since January 1, 2015 and as the
President of the European Operations of the Company since January
2011. Prior to joining the Company, he served as Operations Manager
in the LOCM and OSD divisions of Merck Sharp & Dohme
(“MSD”), a pharmaceutical company, in Madrid, Spain
from April 2010 to January 2011 and as Operations Manager of the
LOCM division of Schering-Plough S.A., a pharmaceutical company, in
Madrid, Spain, from September 2004 to April 2010. He served as
Quality Control Validations Manager for Schering-Plough Products,
LLC, a pharmaceutical company (“Schering-Plough”), in
Puerto Rico from December 2000 to August 2004 and as Quality
Control Laboratory Supervisor of Schering-Plough from April 1996 to
December 2000. Mr. Sanchez holds a Bachelor of Science in
Chemistry, summa cum laude, and a M.B.A. in Industrial Management,
cum laude, from the Interamerican University of Puerto Rico. He
holds a Post Graduate Diploma in Pharmaceutical Validation
Technology from the Dublin Institute of Technology, Ireland. Mr.
Sanchez is a chemist licensed by the Puerto Rico State Department
and a member of the American Chemical Society, the Parenteral Drug
Association, the Regulatory Affairs Professional Society, and the
International Society for Pharmaceutical Engineers.
Pedro J. Lasanta has served as our Chief
Financial Officer and Vice President - Finance and Administration
since November 2007, and our Secretary since December 1, 2014. From
2006 until October 2007, Mr. Lasanta was in private practice as an
accountant, tax and business counselor. From 1999 until 2006, Mr.
Lasanta was the Chief Financial Officer for Pearle Vision Center
PR, Inc. In the past, Mr. Lasanta was also an audit manager for
Ernst & Young, formerly Arthur Young & Company. He is a cum
laude graduate in business administration (accounting) from the
University of Puerto Rico. Mr. Lasanta is a Certified Public
Accountant. In 2012, he was awarded the Puerto Rico Manufacturers
Association (North Region) Service Manager of the Year. Mr. Lasanta
has served as a Member of the Puerto Rico District Export Council
for the U.S. Department of Commerce since January
2014.
(c)
Identification of Certain Significant Employees
Not
applicable.
There
are no family relationships among our executive officers and
directors.
The
business experience of each of our current directors and executive
officers is set forth in Part III, Item 10(a),
“Identification of Directors” and Part III, Item 10(b),
“Identification of Executive Officers,” respectively,
of this Annual Report on Form 10-K/A.
The
directorships currently held, and held during the past five years,
by each of our directors in any company with a class of securities
registered pursuant to Section 12 of the Securities Exchange Act of
1934, as amended, or subject to Section 15 of such Act or any
company registered as an investment company under the Investment
Company Act of 1940, as amended, are set forth in Part III, Item
10(a), “Identification of Directors” of this Annual
Report on Form 10-K/A.
(f)
Involvement in Certain Legal Proceedings
To the
best of our knowledge, none of our directors or executive officers
that served during the year ended October 31, 2016 ("Fiscal 2016")
or currently has been involved during the past ten years in any
legal proceedings required to be disclosed pursuant to Item 401(f)
of Regulation S-K.
(g)
Promoters and Control Persons
Not
applicable.
(h) and (i) Audit Committee and Audit Committee Financial
Expert
The
members of the Audit Committee are Howard Spindel, Chairman, Kirk
Michel and Irving Wiesen, all of whom are independent directors as
determined by the Nasdaq Rules. The responsibilities and duties of
the Audit Committee consist of but are not limited to: (1)
overseeing the financial reporting process; (2) meeting with our
external auditors regarding audit results; (3) engaging and
ensuring independence of our outside audit firm and (4) reviewing
the effectiveness of the Company’s internal
controls.
Our
Board has determined that Mr. Spindel qualifies as an “Audit
Committee financial expert” within the meaning of applicable
regulations of the Securities and Exchange Commission, promulgated
pursuant to the Sarbanes-Oxley Act of 2002. Our board of directors
has adopted a written charter for the Audit Committee which the
Audit Committee reviews and reassesses for adequacy on an annual
basis. A copy of the Audit Committee’s charter is located on
our website at www.pharmabioserv.com.
(j)
Procedures for Stockholder Nominations to the Board of
Directors
No
material changes to the procedures for nominating directors by our
stockholders were made during Fiscal 2016.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act requires our executive
officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and
transactions in, our securities with the Securities and Exchange
Commission and to provide us with copies of those filings. To the
Company’s knowledge, based solely on a review of the copies
of such reports furnished to the Company and written
representations that no other reports were required, during the
year ended October 31, 2016, all such filing requirements
applicable to the Company’s directors, executive officers and
greater than 10% beneficial owners were complied with, except Mr.
Sanchez untimely filed a Form 4 to report two
transactions.
Code
of Conduct and Ethics
We have
adopted a Code of Ethics that applies to all our senior management,
including our principal executive officer, principal financial
officer and principal accounting officer, and directors. We intend
to post amendments to or waivers from our Code of Ethics (to the
extent applicable to our Principal Executive Officer, Principal
Financial Officer, Principal Accounting Officer or controller, or
persons performing similar functions) on our website at
www.pharmabioserv.com. Our website is not part of this
report.
Summary
Compensation Table
The
following table provides the compensation paid to our principal
executive officer and other executive officers whose total
compensation exceeded $100,000 for the fiscal years ended October
31, 2016 and 2015 (the "Named Executive Officers").
Name and
Principal Position
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Fiscal
Year
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Salary
|
|
|
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Total
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Victor
Sanchez
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2016
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$220,600
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$-
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$18,012
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$11,917
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(4)
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$250,529
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President
and Chief Executive
Officer(1)
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2015
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194,256
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50,000
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(3)
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28,173
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11,917
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(4)
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274,185
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|
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Pedro
Lasanta,
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2016
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$160,600
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$-
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$11,506
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-
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$172,106
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Chief Financial
Officer, Vice President -Finance and Administration and
Secretary
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2015
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160,600
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40,000
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(3)
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2,689
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-
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203,289
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(1)
Victor Sanchez was
appointed President and Chief Executive Officer on January 1, 2015,
and continued to serve as President of European Operations, a
position he has held since January 2011.
(2)
Amounts shown do
not reflect compensation received by the executive officers.
Instead, the amounts shown are the compensation costs recognized by
us in fiscal year 2016 and 2015 for option grants and restricted
units awards, as applicable, that were made to officers as
determined pursuant to FASB ASC Topic 718. The assumptions used to
calculate the value of option and restricted units awards are set
forth under Note I - Stock Options and Stock Based Compensation in
our audited financial statements for the fiscal year ended October
31, 2016 included in our Annual Report on Form 10-K for the fiscal
year ended October 31, 2016.
(3)
Represents bonus
for services in fiscal 2015, which were paid in December
2015.
(4)
Represents health
insurance plan expenses incurred pursuant to Mr. Sanchez’s
employment agreement.
Outstanding
Equity Awards at Fiscal Year-End Table
The
following table summarizes information regarding equity-based
awards held by our Named Executive Officers as of October 31,
2016.
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Name
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Number of
Securities Underlying Unexercised Options Exercisable
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Number of
Securities Underlying Unexercised Options
Unexercisable
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Number
of Shares or
Units of Stock that have not Vested
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Market Value of
Shares or Units of Stock that have not Vested
|
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights
that have not Vested
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Equity
Incentive
Plan
Awards:
Market or
Payout Value of Unearned Shares, Units or Other Rights that have
not Vested
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Victor
Sanchez
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100,000(1)
|
|
$0.72
|
Jan. 30,
2017
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8,350(2)
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$7,933(3)
|
|
|
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125,000(1)
|
0.86
|
Dec. 16,
2020
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200,000(4)
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|
$0.72
|
Jan. 30,
2017
|
|
|
|
|
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|
125,000(4)
|
$0.86
|
Dec. 16,
2020
|
-
|
-
|
-
|
-
|
_________________
(1)
Represents options
to purchase 100,000 and 125,000 shares of common stock which were
granted on January 30, 2012 and December 17, 2015,
respectively. These options vest in three annual
installments beginning on January 30, 2013 and December 17, 2016,
respectively.
(2)
Represents
restricted stock units that vest on
January 15, 2017.
(3)
The market value
was determined using the $0.95 closing price on October 31, 2016,
the last trading day of the year ended October 31,
2016.
(4)
Represents options
to purchase 200,000 and 125,000 shares of common stock which were
granted on January 30, 2012 and December 17, 2015, respectively.
These options vest in three annual installments beginning on
January 30, 2013 and December 17, 2016, respectively.
Employment
Agreements and Consulting Agreement
Victor Sanchez – Employment Agreement
On
January 1, 2015, the Company entered into an Employment Agreement
with Victor Sanchez, the President, Chief Executive Officer and
President of Europe Operations of the Company (the
“Employment Agreement”). Pursuant to the Employment
Agreement, Mr. Sanchez is entitled to receive an annual base salary
of $220,000 and such discretionary bonus, stock options and other
equity-based incentives as determined by the Compensation Committee
of the Company. Also, Mr. Sanchez is entitled to receive benefits
provided to all other executive officers of the
Company.
Also,
pursuant to the Employment Agreement, if the Company terminates the
Employment Agreement and Mr. Sanchez’s employment other than
for death, disability or cause, the Company shall (1) pay to Mr.
Sanchez within 30 days after the date of termination (a) a lump-sum
severance payment in an amount equivalent to one (1) year of salary
at the time of the termination, less legal withholdings, or the
severance established by PR labor law No. 80 of May 30, 1976, known
as the “Wrongful Discharge Act” (“Ley de Despido
Injustificado”), whichever amount is higher; (b) any bonuses
that he may have earned up to the date of his termination, and (c)
the value of any unused accrued vacation days, (2) provide
executive one (1) year health coverage for the executive and
dependents, and (3) provide that any restricted stock units,
options or other similar granted awards held by him will become
vested and exercisable for a three month period following the
termination. Also, pursuant to the Employment Agreement, in the
event of a change of control of the Company in connection with a
sale, merger or acquisition of the Company or the Company ceases to
be a public company, and is no longer subject to the reporting
obligations of the Securities Exchange Act of 1934, as amended, any
restricted stock units, options or other similar granted awards
held by Mr. Sanchez will become vested and exercisable immediately
prior to such event. If the Employment Agreement is terminated for
death, disability or cause, no additional compensation will be
payable subsequent to the date of such termination. The Employment
Agreement also includes standard provisions relating to
non-competition, non-solicitation and confidentiality.
Pedro Lasanta – Employment Agreement
On
November 5, 2007, we entered into an employment agreement with
Pedro Lasanta, our chief financial officer, pursuant to which we
pay Mr. Lasanta an annual salary of $100,000 plus a monthly car
allowance of $500. The agreement has a one-year term, which we may
extend subject to the approval of the president and chief executive
officer and the Audit Committee. Mr. Lasanta’s employment
agreement has a non-competition provision pursuant to which he
agrees that during the term of the agreement and for one year
thereafter, Mr. Lasanta will not, directly or indirectly, engage in
a competing business or solicit any customer or seek to persuade
any customer to reduce the amount of business it does with us or
seek to persuade any employee to leave our employment.
On
December 17, 2008, we entered into an amendment to the employment
agreement with Pedro Lasanta pursuant to which the term of the
contract was extended indefinitely. The amended employment
agreement provides that we will pay Mr. Lasanta an annual salary of
$110,000 and an annual bonus in cash or Company stock options to be
granted based on performance metrics to be established. Pursuant to
the amended employment agreement, we will grant Mr. Lasanta options
to purchase 30,000 shares of Company stock having an exercise price
equal to fair market value on the date of grant and vesting in
three equal annual installments beginning one year from November 1,
2008. In addition, upon termination of Mr. Lasanta’s
employment for reasons other than those set forth in his amended
employment agreement, Mr. Lasanta will receive a lump-sum severance
payment in an amount equivalent to six months of his salary at the
time of the termination, less legal withholdings, or the severance
established by PR labor law No. 80 of May 30, 1976 known as the
“Wrongful Discharge Act” (“Ley de Despido
Injustificado”), whichever amount is higher. All other terms
and conditions of Mr. Lasanta’s employment agreement remain
the same.
On
March 11, 2009, upon the approval of the Company’s
Compensation Committee, the Company entered into an Amendment to
Employment Agreement with Pedro J. Lasanta to reduce Mr.
Lasanta’s current annual base salary from $110,000 to
$106,000 and to eliminate Mr. Lasanta’s automobile allowance
effective March 1, 2009.
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
January 31, 2012, the Company amended the Employment Agreement of
Mr. Lasanta, dated November 5, 2007, to increase Mr.
Lasanta's annual base salary from $110,000 to $125,000. All other
terms and conditions of Mr. Lasanta's employment agreement, as
amended, remain the same.
On
December 31, 2012, the Company amended the Employment Agreement of
Mr. Lasanta, dated November 5, 2007, to increase Mr.
Lasanta's annual base salary from $125,000 to $150,000 as of
January 1, 2013. All other terms and conditions of Mr. Lasanta's
employment agreement, as amended, remain the same.
On
February 17, 2014, the Company amended the Employment Agreement of
Pedro Lasanta, dated November 5, 2007, to increase Mr.
Lasanta’s salary to $160,000, effective January 1, 2014 (the
"Lasanta Amendment").
Also,
pursuant to the Lasanta Amendment, if the Company terminates the
employment agreement of Mr. Lasanta other than for death,
disability or cause, the Company shall (1) pay to the executive
within 30 days after the date of termination (a) a lump-sum
severance payment in an amount equivalent to one (1) year of salary
at the time of the termination, less legal withholdings, or the
severance established by PR labor law No. 80 of May 30, 1976, known
as the “Wrongful Discharge Act” (“Ley de Despido
Injustificado”), whichever amount is higher; (b) any bonuses
that the executive may have earned up to the date of his
termination, and (c) the value of any unused accrued vacation days,
(2) provide executive one (1) year health coverage for the
executive and dependents, and (3) provide that any restricted stock
units, options or other similar granted awards held by the
executive will become vested and exercisable for a
three month period
following the termination. Also, pursuant to the Lasanta Amendment,
in the event of a change of control of the Company in connection
with a sale, merger or acquisition of the Company or the Company
ceases to be a public company, and is no longer subject to the
reporting obligations of the Securities Exchange Act of 1934, as
amended, any restricted stock units, options or other similar
granted awards held by Mr. Lasanta will become vested and
exercisable immediately prior to such event.
Elizabeth Plaza - Consulting Agreement
On
December 31, 2013, the Company entered into a Consulting Agreement
with Strategic Consultants International, LLC (the
“Consultant”) and Ms. Plaza, effective as of January 1,
2014. On January 1, 2015, the consulting agreement was amended to
extend the term of the Consulting Agreement for an additional year
to December 31, 2015. On December 30, 2015, the consulting
agreement was amended to extend the term of the consulting
agreement for an additional year to December 31, 2016 and to amend
the monthly retainer to $31,500 effective January 1, 2016. On
January 17, 2017, the consulting agreement was amended to
extend the term of the consulting agreement for an additional year
to December 31, 2017 and to amend the monthly retainer to $42,000
effective January 1, 2017. Pursuant to the consulting agreement,
the Consultant will consult with the Board regarding the
Company’s strategic initiatives, company services,
management, operations and other matters as may be requested from
time to time by the Board. In addition to the monthly fee, Ms.
Plaza will receive a company automobile and such insurance as she
was provided by the Company during her last year of employment with
the Company. The consulting agreement also included standard
provisions relating to non-competition, confidentiality, and
nondisparagement.
Director
Compensation
Effective January
1, 2014, the Compensation Committee of the Board approved the
following compensation to our non-employee directors (i) a $10,000
quarterly retainer fee and (ii) an automatic annual stock option
grant of 20,000 shares to be granted on the tenth day of January
each year. Also, each non-employee director received an option to
purchase 25,000 shares of the Company’s common stock on the
date of his first election. Ms. Plaza received consulting fees
during the year ended October 31, 2016 as set forth below. Ms.
Plaza did not receive compensation as a director for the year ended
October 31, 2016.
The
following table summarizes the compensation paid to our directors
for the year ended October 31, 2016.
|
|
Fees
Earned
or Paid
in
Cash(1)
|
|
|
|
|
Elizabeth
Plaza
|
$-
|
-
|
417,936(4)
|
$417,936(4)
|
|
Kirk
Michel
|
$40,000
|
$8,134
|
-
|
$48,134
|
|
Dov
Perlysky
|
$40,000
|
$8,134
|
-
|
$48,134
|
|
Howard
Spindel
|
$40,000
|
$8,134
|
-
|
$48,134
|
|
Irving
Wiesen
|
$40,000
|
$8,134
|
-
|
$48,134
|
|
|
|
|
|
|
(1)
All amounts were
earned and paid during fiscal 2016.
(2)
Amounts shown do
not reflect compensation actually received by the directors.
Instead, the amounts shown are the compensation costs recognized by
us in fiscal year 2016 for option grants that were made to
directors as determined pursuant to FASB ASC Topic 718. The
assumptions used to calculate the value of option awards are set
forth under Note I - Stock Options and Stock Based Compensation in
our audited financial statements for the fiscal year ended October
31, 2016, included in our Annual Report on Form 10-K for the fiscal
year ended October 31, 2016.
(3)
The options grants
have a term of five years from the grant date and an exercise price
equal to the fair market value on the date of grant. The options
are exercisable as to 50% of the shares six months from the date of
grant and as to the remaining 50% 18 months from the date of
grant.
(4)
Represents
consulting fees and company lease payments for the vehicle under
Elizabeth Plaza’s use for the year ended October 31, 2016 in
the amount of $399,000 and $18,936, respectively. For additional
information regarding these consulting fees, see Employment
Agreements and Consulting Agreement- Elizabeth Plaza - Consulting
Agreement above.
As of
October 31, 2016, our directors held the following number of
options to purchase shares of common stock:
|
Messrs.
Perlysky, Spindel, Michel, and Wiesen
|
|
|
|
|
|
1/03/2012
|
10,000
|
$0.70
|
|
1/02/2013
|
10,000
|
$0.75
|
|
1/10/2014
|
20,000
|
$2.05
|
|
1/10/2015
|
20,000
|
$1.28
|
|
1/10/2016
|
20,000
|
$0.95
|
Compensation
Committee
The
members of the Compensation Committee are Kirk Michel, Chairman,
Howard Spindel and Irving Wiesen, all of whom are independent
directors as determined by the Nasdaq Rules. The responsibilities
and duties of the Compensation Committee consist of, but are not
limited to: (1) approving salaries and incentive compensation of
executive officers, as well as the compensation of our Board
members; (2) reviewing compensation plans, policies and benefit
programs for employees, generally and (3) administering the
employee stock option and benefit plans, when designed by the
Board. While performing its duties, the Compensation Committee
receives substantial input from the Chief Executive Officer
regarding the appropriate level and type of compensation for our
executives, excluding the compensation paid to the Chief Executive
Officer. The Compensation Committee has determined that no risks
exist rising from the Company’s compensation policies and
practices for its employees that are reasonably likely to have a
material adverse effect on the Company. The Compensation Committee
has not retained a compensation consultant to review our policies
and procedures with respect to executive compensation. A copy of
the Compensation Committee’s charter is located on our
website at www.pharmabioserv.com.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The
following table provides information as to shares of common stock
beneficially owned as of February 22, 2017 by:
●
each officer named
in the summary compensation table (“Named Executive
Officers”);
●
each person owning
of record or known by us, based on information provided to us by
the persons named below, to own beneficially at least 5% of our
common stock; and
●
all directors and
executive officers as a group.
As of
February 22, 2017, the Company had 23,113,531 shares of common
stock outstanding. As used herein, the term beneficial ownership
with respect to a security is defined by Rule 13d-3 under the
Securities Exchange Act of 1934 as consisting of sole or shared
voting power (including the power to vote or direct the vote)
and/or sole or shared investment power (including the power to
dispose or direct the disposition of) with respect to the security
through any contract, arrangement, understanding, relationship or
otherwise, including a right to acquire such power(s) during the
next 60 days. Unless otherwise noted, beneficial ownership consists
of sole ownership, voting and investment rights and the address for
each person is c/o Pharma-Bio Serv, Inc., the Pharma-Bio Serv
Building, #6 Road 696, Dorado, Puerto Rico, 00646.
|
Name
|
Shares of Common
Stock Beneficially Owned at
February 22,
2017
|
|
|
Directors
and Executive Officers
|
|
|
|
Elizabeth
Plaza(1)
|
9,169,518
|
39.7%
|
|
Dov
Perlysky(2)
|
2,022,655
|
8.7%
|
|
Kirk
Michel(3)
|
418,469
|
1.8%
|
|
Howard
Spindel(4)
|
85,310
|
*
|
|
Irving
Wiesen(5)
|
85,205
|
*
|
|
Victor
Sanchez(6)
|
90,877
|
*
|
|
Pedro
Lasanta(7)
|
112,233
|
*
|
|
All
Directors and Executive Officers as a group
|
|
|
|
(seven persons)(8)
|
11,984,267
|
51.1%
|
|
5%
or Greater Stockholders
|
|
|
|
Venturetek,
L.P.(9)
|
3,132,932
|
13.6%
|
|
Ramon Luis
Dominguez Thomas (10)
|
2,060,060
|
8.9%
|
|
Addison McKinley
Levi III (11)
|
2,050,059
|
8.9%
|
________________
* Less
than 1%.
(1)
Includes 4,099,241
shares owned by Ms. Plaza directly and 5,070,277 shares subject to
a voting proxy in favor of Ms. Plaza. In conjunction with
certification as a minority controlled business, Ms. Plaza received
irrevocable proxies (“Voting Proxies”) to vote an
aggregate of 5,070,277 shares of the Company’s common stock
from Venturetek LP, Krovim, LLC and LDP Family Partnership. These
Voting Proxies are effective until September 26, 2017, unless the
business certification expires sooner.
(2)
The shares of
common stock beneficially owned by Mr. Perlysky include (i) 25,310
shares directly owned, (ii) 1,164,554 shares of common stock owned
by Krovim, LLC, (iii) 772,791 shares owned by LDP Family
Partnership and (iv) options issued to Mr. Perlysky to purchase
60,000 shares of common stock, which are vested as of February 22,
2017. Elizabeth Plaza exercises voting power over the shares
owned by Krovim pursuant to a Voting Proxy and Mr. Perlysky as the
manager of Nesher, LLC, which is the manager of Krovim, may be
deemed to exercise dispositive power over these shares. Mr.
Perlysky disclaims beneficial interest in the shares owned by
Krovim. Elizabeth Plaza exercises voting power over the shares
owned by the LDP Family Partnership pursuant to a Voting Proxy and
Mr. Perlysky’s wife, the general partner of LDP Family
Partnership, is deemed to exercise dispositive power over these
shares. Mr. Perlysky disclaims beneficial ownership in the
securities owned by his wife.
(3)
The shares of
common stock beneficially owned by Mr. Michel consist of (i) 17,763
shares directly owned, (ii) 60,000 shares of common stock issuable
upon exercise of options, which are vested as of February 22, 2017,
and (iii) 340,706 shares of common stock owned by KEMA Advisors, of
which Mr. Michel is managing director.
(4)
The shares of
common stock owned by Mr. Spindel represent 25,310 shares owned by
his spouse, and 60,000 shares issuable upon exercise of options,
which are vested as of February 22, 2017. Mr. Spindel disclaims
beneficial ownership of the shares held by his spouse.
(5)
The shares of
common stock owned by Mr. Wiesen, represent 25,205 shares directly
owned, and 60,000 shares issuable upon exercise of options, which
are vested as of February 22, 2017.
(6)
The shares of
common stock owned by Mr. Sanchez represent 49,211 shares directly
owned, and 41,666 shares issuable upon exercise of options, which
are vested as of February 22, 2017.
(7)
The shares of
common stock owned by Mr. Lasanta, represent 70,567 shares directly
owned, and 41,666 shares issuable upon exercise of options, which
are vested as of February 22, 2017.
(8)
Includes 323,332
shares issuable upon the exercise of options, which are vested as
of February 22, 2017.
(9)
This information
was obtained from Amendment No. 4 to Schedule 13 D/A filed by
Venturetek, L.P. ("Venturetek") on September 6, 2011. Does not
include 1,565,058 shares underlying warrants, which warrants
expired in January 2011, listed in the Schedule 13 D/A filed on
January 5, 2011. Mr. David Selengut, the manager of TaurusMax LLC,
which is the general partner of Venturetek has sole dispositive
power and Elizabeth Plaza has sole voting power over these shares
pursuant to a Voting Proxy. The mailing address for Venturetek,
L.P. is 150 East 42nd Street, New York, NY 10017.
(10)
This information
was obtained from a Schedule 13D filed by Ramon Luis Dominguez
Thomas on March 27, 2014. The business address for this person is
c/o San Juan Holdings, Inc., MCS Plaza, Suite #305, 255 Ponce de
Leon Avenue, San Juan, PR, 00917.
(11)
This information
was obtained from a Schedule 13D filed by Addison McKinley Levi III
on March 27, 2014. The business address for this person is c/o San
Juan Holdings, Inc., MCS Plaza, Suite #305, 255 Ponce de Leon
Avenue, San Juan, PR, 00917.
Equity
Compensation Plan Information
The
following table summarizes the equity compensation plans under
which our securities may be issued as of October 31,
2016.
|
|
Number of
securities
to be issued
upon
exercise
of
outstanding
options
|
Weighted-average
exercise
price per share
of
outstanding
options and
warrants
|
Number of
securities
remaining
available for
future issuance
under equity compensation
plans
|
|
Equity compensation
plans approved by security holders:
|
|
|
|
|
2014 Long-Term
Incentive Plan (1)
|
430,000
|
$0.8860
|
1,870,000
|
|
2005 Long-Term
Incentive Plan (2)
|
815,000
|
$0.9106
|
-
|
|
Total
|
1,245,000
|
$0.8779
|
1,870,000
|
|
|
|
|
|
(1)
The 2014 Long-Term
Incentive Plan was approved by stockholders in April
2014.
(2)
The 2005 Long-Term
Incentive Plan was approved by stockholders in April 2006, and
amended by stockholder approval in April 2007. No further awards
may be issued under this equity compensation plan since its term
ended October 2015.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Related
Party Transactions
In
February 2007, we entered into an agreement for our main resource
facilities in Dorado, Puerto Rico with Plaza Professional Center,
Inc., a company controlled by Elizabeth Plaza, our Chairman of the
Board. These facilities accommodate our testing laboratory, our
customer-specialized training facilities, and our Puerto Rico
consulting and headquarters offices. The agreement is for a five
year term, with initial monthly installments of $18,750, which will
increase by 5% annually. The agreement also requires the payment of
utilities, property taxes, insurance and a portion of expenses
incurred by the affiliate in connection with the maintenance of
common areas. The agreement provided for a renewal option under the
same terms, which became effective February 2012 for a period of
five additional years. In July 2016, with effective date January 1,
2016, the Company renegotiated the lease agreement. It incorporates
additional space for a laboratory testing facility expansion, is
for a five-year term, with a renewal option of five years, and
monthly rental payments of $30,316 for the term of the lease
agreement and renewal option. The lease agreement also requires the
payment of utilities, property taxes, insurance and expenses
incurred by the affiliate in connection with the maintenance of
common areas.
During
the years ended October 31, 2016 and October 31, 2015, we paid
approximately $359,000 and $328,000, respectively, to Plaza
Professional Center, Inc. in connection with the lease of these
facilities.
Also,
see Employment Agreements and Consulting Agreement - Elizabeth
Plaza - Consulting Agreement above for a description of the
Consulting Agreement. During the years ended October 31, 2016 and
October 31, 2015, we paid consulting fees and company lease
payments in the amount of $399,000 and $18,936 and $504,000 and
$18,936, respectively under the Consulting
Agreement.
Nelida
Plaza, Elizabeth Plaza's sister, served as the Company's Chief
Operating Officer of the Company from January 1, 2014 to November
28, 2014 and Secretary of the Company from January 2006 to November
28, 2014. Also, Ms. N. Plaza served as the Company's Acting
President and Chief Executive Officer from January 2013 until
December 31, 2013, Vice President of Operations of Pharma-Bio Serv
PR, Inc. from January 2004 until December 31, 2013, and the
Company's President of Puerto Rico Operations from December 2009
until December 31, 2013. On December 31, 2009, Pharma-Bio Serv
PR, Inc., a subsidiary of the Company ("Pharma-Bio PR"), entered
into an Employment Agreement with Ms. N. Plaza, which replaced the
Employment Agreement entered into by and between Ms. N. Plaza and
the Company, dated January 25, 2006, as amended. On
November 11, 2014, Company accepted the resignation of Ms. N. Plaza
as Chief Operating Officer and Secretary of the Company, effective
November 28, 2014, for personal reasons. Ms. Plaza also
resigned from other positions she held with the Company’s
subsidiaries. On December 15, 2015, the Compensation
Committee of the Board of Directors of the Company accelerated the
vesting of options to purchase 66,600 shares of common stock of the
Company at an exercise price of $0.72 per share previously granted
to Ms. N. Plaza and, pursuant to the terms of Ms. Plaza’s
employment agreement, approved a bonus of $45,000 (representing 20%
of Ms. Plaza’s base salary) for the year ended October 31,
2014. For the year ended October 31, 2014, Ms. Plaza's total
compensation pursuant to the employment agreement was $286,683
consisting of: $225,600 of salary, $45,000 of bonus, $10,879
representing the grant date value of options granted during 2014
and $5,204 representing lease payments. For the year ended
October 31, 2015, Ms. Plaza's total compensation pursuant to
the employment agreement was $41,658, which consisted solely of
salary.
On
November 28, 2014, Pharma-Bio PR entered into an Independent
Contractor Agreement with Ms. N. Plaza pursuant to which Ms. N.
Plaza provides independent services with project deliverables as
requested by Pharm-Bio PR at a rate ranging from $90 to $125 per
hour. During the years ended October 31, 2016 and 2015, Ms.
Plaza was compensated $242,193 and $203,355, respectively, pursuant
to the Independent Contractor Agreement.
Director
Independence
The
Board has determined that the following directors are independent
pursuant to Nasdaq Rule 5605 (“Nasdaq Rules”) (even
though the Company’s securities are not traded on the Nasdaq
market): Kirk Michel, Dov Perlysky, Howard Spindel and Irving
Wiesen.
PRINCIPAL
ACCOUNTING FEES AND SERVICES
We were
billed by Horwath Velez & Co. PSC ("Horwath") in 2016 and
2015 as follows:
|
Description of
services:
|
|
|
|
Audit
|
$50,500
|
$52,250
|
|
Audit-Related
|
28,275
|
27,825
|
|
Tax and other
services
|
12,399
|
20,415
|
|
Total
Fees
|
$91,174
|
$100,490
|
Audit
fees above are professional services associated with the integrated
audit of our consolidated financial statements. Audit-Related fees
are primarily attributable to services rendered in connection to
reviews of our quarterly condensed financial statements. Tax and
other services are mainly attributable to retirement plan
compliance audit and international tax compliance
services.
Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditors
The
Audit Committee’s policy is to pre-approve all audit and
permissible non-audit services provided by the independent public
accountants. These services may include audit services,
audit-related services, tax services and other services.
Pre-approval is generally provided for up to one year and any
pre-approval is detailed as to the particular service or category
of services and is generally subject to a specific budget. Horwath
and management are required to periodically report to the Audit
Committee regarding the extent of services provided by the
independent public accountants in accordance with this
pre-approval, and the fees for the services performed to date. The
Audit Committee may also pre-approve particular services on a case
by case basis. The Audit Committee approved one hundred percent
(100%) of all services provided by Horwath during fiscal 2016 and
2015.
The
Audit Committee has considered the nature and amount of the fees
billed by Horwath, and believes that the provision of the services
for activities unrelated to the audit is compatible with
maintaining Horwath’s independence
PART
IV
EXHIBITS,
FINANCIAL STATEMENT SCHEDULES
The
following documents are filed as a part of this Annual Report on
Form 10-K/A:
1.
All Financial
Statements: Consolidated Financial Statements are included in our
Annual Report on Form 10-K filed with the Commission on January 31,
2017 immediately following the signature page of the report. See
Index to Consolidated Financial Statements on page F-1 on our
Annual Report on Form 10-K filed with the Commission on January 31,
2017.
2.
Financial Statement
Schedules: None.
3.
Exhibits: The
following exhibits are filed herewith or are incorporated by
reference to exhibits previously filed with the Commission, as
indicated in the description of each.
|
|
|
Incorporated By
Reference
|
|
Exhibit
Number
|
Exhibit
Description
|
Form
|
File
Number
|
Exhibit
|
Filing
Date
|
|
3.1
|
Restated
Certificate of Incorporation
|
8-K
|
000-50956
|
99.1
|
5/1/2006
|
|
3.2
|
Certificate
of Amendment to the Certificate of Incorporation
|
8-K
|
000-50956
|
3.1
|
4/12/13
|
|
3.3
|
By-laws
|
10-SB12G
|
000-50956
|
3.2
|
9/24/2004
|
|
3.4
|
Amendment
No. 1 to the By-laws
|
8-K
|
000-50956
|
3.1
|
6/6/2008
|
|
3.5
|
Amendment
No. 2 to the By-laws
|
8-K
|
000-50956
|
3.2
|
4/12/13
|
|
10.1
|
Consulting
Agreement, dated January 7, 2013, by and between Pharma-Bio Serv,
Inc. and Elizabeth Plaza.
|
8-K
|
000-50956
|
10.1
|
1/11/2013
|
|
10.2
|
Approval
of Compensation Committee, dated July 17, 2013, to increase the
hours of service pursuant to the Consulting Agreement between the
Company and Elizabeth Plaza (a description of such approval was
included in the Company’s Current Report on Form 8-K, filed
with the SEC on July 23, 2013, and incorporated herein by
reference).
|
8-K
|
000-50956
|
-
|
7/23/13
|
|
10.3
|
Consulting
Agreement, effective January 1, 2014, between Pharma-Bio Serv Inc.,
Strategic Consultants International, LLC and Elizabeth
Plaza.
|
8-K
|
000-50956
|
10.1
|
12/31/13
|
|
10.4
|
Consulting
Agreement, effective January 1, 2015, between Pharma-Bio Serv Inc.,
Strategic Consultants International, LLC and Elizabeth
Plaza.
|
8-K
|
000-50956
|
10.1
|
1/5/2015
|
|
10.5
|
Consulting
Agreement, effective January 1, 2016, between Pharma-Bio Serv Inc.,
Strategic Consultants International, LLC and Elizabeth
Plaza.
|
8-K
|
000-50956
|
10.1
|
1/5/2016
|
|
10.6
|
Employment
Agreement, effective January 1, 2015, between Pharma-Bio Serv, Inc.
and Victor Sanchez
|
8-K
|
000-50956
|
10.2
|
1/5/2015
|
|
10.7
|
Employment
Agreement dated November 5, 2007 between the Pharma-Bio Serv, Inc.
and Pedro Lasanta
|
10-K
|
000-50956
|
10.8
|
1/29/2009
|
|
10.8
|
Amendment
to Employment Agreement dated December 17, 2008 between the
Registrant and Pedro Lasanta
|
8-K
|
000-50956
|
99.1
|
12/23/2008
|
|
10.9
|
Amendment
to Employment Agreement, dated March 11, 2009, by and between the
Company and Pedro Lasanta
|
8-K
|
000-50956
|
10.3
|
3/17/2009
|
|
10.10
|
Employment
Agreement Amendment, effective as of January 1, 2010, by and
between the Company and Pedro Lasanta.
|
8-K
|
000-50956
|
10.2
|
1/07/2010
|
|
10.11
|
Employment
Agreement Amendment, dated January 31, 2012, by and between the
Company and Pedro J. Lasanta
|
8-K
|
000-50956
|
10.1
|
2/2/2012
|
|
10.12
|
Employment
Agreement Amendment, dated December 31, 2012, by and between the
Company and Pedro J. Lasanta
|
8-K
|
000-50956
|
10.1
|
1/7/2013
|
|
10.13
|
Employment
Agreement Amendment between Pharma-Bio Serv, Inc. and Pedro
Lasanta, effective January 1, 2014.
|
8-K
|
000-50956
|
10.1
|
2/21/2014
|
|
10.14
|
Employment
Agreement, dated as of December 31, 2009, by and between Pharma-Bio
Serv PR, Inc. and Nélida Plaza.
|
8-K
|
000-50956
|
10.3
|
1/07/2010
|
|
10.15
|
Employment
Agreement Amendment, dated January 7, 2013, by and among Pharma-Bio
Serv, Inc., Pharma-Bio Serv PR, Inc. and Nélida
Plaza
|
8-K
|
000-50956
|
10.2
|
1/11/2013
|
|
10.16
|
Employment
Agreement Amendment, dated January 7, 2013, by and among the
Company, Pharma-Bio Serv PR, Inc. and Nelida Plaza
|
8-K
|
000-50956
|
10.2
|
1/11/13
|
|
10.17
|
Employment
Agreement Amendment among Pharma-Bio Serv, Inc., Pharma-Bio Serv
PR, Inc. and Nélida Plaza, effective January 1,
2014.
|
8-K
|
000-50956
|
10.1
|
2/21/2014
|
|
10.18
|
2005
Long-term incentive plan, as amended
|
DEF
14A
|
000-50956
|
Appendix
C
|
3/26/2007
|
|
10.19
|
Amendment
to 2005 Long-Term Incentive Plan
|
10-Q
|
000-50956
|
10.4
|
3/17/2014
|
|
10.20
|
Pharma-Bio
Serv, Inc. 2014 Long-Term Incentive Plan
|
8-K
|
000-50956
|
10.1
|
5/2/2014
|
|
14.1
|
Code of
business conduct and ethics for senior management
|
10-KSB
|
000-50956
|
14.1
|
2/2/2007
|
|
21.1
|
List of
Subsidiaries
|
10-K
|
000-50956
|
21.1
|
1/31/2017
|
|
23.1
|
Consent
of Horwath Vélez & Co, PSC
|
10-K
|
000-50956
|
23.1
|
1/31/2017
|
|
31.1*
|
Certification
of chief executive officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
31.2*
|
Certification
of chief financial officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
32.1**
|
Certification
of chief executive officer and chief financial officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
101.INS
|
XBRL
Instance Document
|
10-K
|
000-50956
|
101.INS
|
1/31/2017
|
|
101.SCH
|
XBRL
Taxonomy Extension Schema
|
10-K
|
000-50956
|
101.SCH
|
1/31/2017
|
|
101.CAL
|
XBRL
Taxonomy Extension Calculation Linkbase
|
10-K
|
000-50956
|
101.CAL
|
1/31/2017
|
|
101.DEF
|
XBRL
Taxonomy Extension Definition Linkbase
|
10-K
|
000-50956
|
101.DEF
|
1/31/2017
|
|
101.LAB
|
XBRL
Taxonomy Extension Label Linkbase
|
10-K
|
000-50956
|
101.LAB
|
1/31/2017
|
|
101.PRE
|
XBRL
Taxonomy Extension Presentation Linkbase
|
10-K
|
000-50956
|
101.PRE
|
1/31/2017
|
-------
* Filed
herewith
**
Furnished herewith
Exhibits 10.1
through 10.20 are management contracts or compensatory plans,
contracts or arrangements.
SIGNATURES
Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
|
|
PHARMA-BIO SERV, INC.
|
|
|
|
|
|
|
|
Date:
February 28, 2017
|
By:
|
/s/ Pedro
J. Lasanta
|
|
|
|
Name:
|
Pedro
J. Lasanta
|
|
|
|
Title:
|
Chief
Financial Officer, Vice President -Finance and Administration and
Secretary
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
|
EXHIBIT
INDEX
|
Exhibit
No.
|
|
Description
|
|
31.1
|
|
Certification of
chief executive officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
|
Certification of
chief financial officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
|
Certification of
chief executive officer required by 18 U.S.C. Section 1350 (as
adopted by Section 906 of the Sarbanes-Oxley Act of
2002).
|
15