PHARMA-BIO SERV, INC. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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· Article I, Section 6 (Notice Of Stockholder Business And Nominations).
This section has been added in order to establish an advance notice bylaw
representing the exclusive means by which a stockholder may properly
present business and nominations before a stockholder meeting. The
procedural requirements of the section do not affect the rights of
stockholders to request inclusion of proposals in the Company's proxy
statement under applicable rules of the Securities and Exchange
Commission .
· Article I, Section 7 (Stockholder Action Without Meetings). This section
has been revised to (i) indicate no written consent shall be effective
unless the written consents signed by a sufficient number of holders to
take action are delivered to the corporation in the manner prescribed by
the Delaware General Corporation Law (the "DGCL") within 60 days of the
first date on which a consent is so delivered to the corporation, (ii)
specify the proper method of delivery of written consents of stockholders
under the DGCL and (iii) provide a mechanism for establishing a record
date when stockholders seek to take action by written consent.
· Article II, Section 2 (Qualifications and Number). This section has been
revised to provide that the number of directors constituting the whole
Board shall be fixed from time to time exclusively by a resolution adopted
by the Board.
· Article II, Section 3 (Election and Term; Vacancies). This section has
been revised to provide that any newly created directorship or any vacancy
occurring in the Board for any cause may be filled only by a majority of
the remaining members of the Board, although such majority is less than a
quorum, or by a sole remaining director, and each director so elected
shall hold office until the expiration of the term of office of the
director whom he or she has replaced or until his or her successor is
elected and qualified.
· Article VI (Indemnification). This section has been added in order to
provide for the indemnification of directors, officers, employees and
agents of the Company, including procedures for an indemnitee of the
Company to enforce such indemnitee's right to indemnification or to an
advancement of expenses. In addition to the Bylaws, indemnification is
provided under DGCL and the Company's Certificate of Incorporation, as
amended.
· Article VII (Control Over Bylaws). This section has been revised to
provide that the adoption, amendment or repeal by the stockholders of
these Bylaws, or the adoption by the stockholders of any provision
inconsistent with these Bylaws, shall require, in addition to any vote of
the stockholders required by the certificate of incorporation or
applicable law, the affirmative vote of the holders of at least sixty-six
and two-thirds percent (66 2/3%) in voting power of the outstanding stock
entitled to vote thereon.
In addition, certain non-substantive language and conforming changes and other technical edits and updates were made to the Bylaws.
The foregoing summary of the amendments to the Company's Bylaws is qualified in its entirety by the text of the Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Amended and Restated Bylaws ofPharma-Bio Serv Inc. 104 Cover page Interactive Data File (embedded within the Inline XBRL document). 2
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