UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): April 25, 2006
Pharma-Bio
Serv, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-50956
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20-0653570
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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373
Mendez Vigo, Suite 110, 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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Lawrence
Consulting Group, Inc.
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(Former
name, if changed since last report)
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Registrant’s
telephone number, including area code:
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(787)
278-2709
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)
Item
5.02. Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers.
We
and
Mark Fazio entered into an agreement dated as of March 31, 2006, pursuant to
which Mr. Fazio resigned as our executive vice president and chief operating
officer. The agreement was executed by Mr. Fazio on or about April 25,
2006.
Item
5.03. Amendments to Articles of Incorporation or
Bylaws.
On
April
25, 2006, following receipt of the consent of the holders of more than a
majority of the outstanding shares of common stock, we filed a restated
certificate of incorporation with the Secretary of State of Delaware. The
principal changes in the certificate of incorporation are:
(a)
An
increase in the total number of shares of our capital stock to sixty million
(60,000,000) shares, of which ten million (10,000,000) shares are designated
as
Preferred Stock, par value of $.0001 per share, and fifty million (50,000,000)
of which are designated as Common Stock, par value of $.0001 per share;
and
(b)
An
authorization of the Board of Directors to issue the Preferred Stock in one
or
more series, and specifying the terms and conditions of such issuance;
and
(c)
A
provision limiting the personal liability of the directors of the corporation
for breach of fiduciary duty as a director, excepts for breaches of loyalty,
intentional misconduct or violation of law, violation of Section 174 of the
Delaware General Corporation Law, and any transaction from which the director
received an improper personal benefit; and
(d)
A
provision indemnifying and holding harmless the directors, officers, employees
or agents of the corporation in connection with actions against them to the
maximum extent provided by the Delaware General Corporation Law;
and
(e)
A
provision that the Board of Directors may make, amend or repeal the By-laws
of
the corporation, subject to the right of the stockholders to vote with respect
thereto or repeal by-laws made by the Board of Directors, subject to the
provisions of any By-law limiting the right of the Board of Directors to make
certain modifications to the Bylaws; and
(f)
A
provision that upon the filing of the restated certificate of incorporation,
each outstanding share of Series A Convertible Preferred Stock, par value $.0001
per share, is automatically converted into 13.616 shares of Common Stock, as
provided in the Certificate of Designation creating the Series A Preferred
Stock.
Exhibits
99.1
Restated
Certificate of Incorporation
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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PHARMA-BIO SERV, INC. |
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(Registrant)
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| Date: May 1, 2006 |
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/s/ Elizabeth
Plaza
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Elizabeth
Plaza, Chief Executive Officer
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