SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): February 9, 2005

COMMONWEALTH BIOTECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

601 Biotech Drive

Richmond, Virginia 23235

(Address of principal executive offices)

Registrant’s telephone number, including area code: (804) 648-3820

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On February 9, 2005, Commonwealth Biotechnologies, Inc. (“CBI”) entered into a certain Amended and Restated Employment Agreement with Thomas R. Reynolds, Executive Vice President, Science & Technology and Secretary of CBI (the “Revised Agreement”). The Revised Agreement is effective as of January 1, 2005 and amends and restates that certain Employment Agreement, dated June 25, 1997 by and between CBI and Mr. Reynolds. The Revised Agreement has a term of three years and provides for a base salary of at least $190,000, which may be adjusted from time to time at the discretion of CBI. In connection with the execution of the Revised Agreement, CBI issued to Mr. Reynolds incentive stock options to purchase up to 30,000 shares of CBI’s common stock. In addition, the Revised Agreement provides that Mr. Reynolds is eligible to receive (a) an annual cash bonus of up to $25,000, (b) an annual grant of incentive stock options to purchase up to 5,000 shares of CBI Common Stock and (c) an annual grant of up to 5,000 restricted shares of CBI common stock (collectively, the “Bonus Compensation”). The amount of Bonus Compensation that CBI shall issue to Mr. Reynolds on an annual basis shall be based upon CBI’s financial performance and calculated in accordance with specific formulae included in the Revised Agreement.

Under the Revised Agreement, the Company may terminate Mr. Reynolds’ employment at any time for “Cause” as such term is defined in the Revised Agreement, without incurring any continuing obligations to Mr. Reynolds. If the Company terminates Mr. Reynolds’ employment for any reason other than for “Cause” or if Mr. Reynolds terminates his employment for “Good Reason” (as such terms are defined in the Revised Agreement), the Company will remain obligated to continue to provide the compensation and benefits specified in the Revised Agreement for a period of twelve months following the date of termination. To the extent CBI experiences a “Change-of-Control” (as such term is defined in the Revised Agreement), Mr. Reynolds may deem the Revised Agreement to be terminated without “Cause”. Under such circumstances, Mr. Reynolds would be eligible to receive the compensation and benefits specified in the second sentence of this paragraph. In addition, in the event of a “Change-of-Control,” all unvested options and restricted shares of CBI common stock held by Mr. Reynolds shall immediately vest. To the extent CBI undergoes a “Change-of-Control” during the last year of the term of the Revised Agreement, Mr. Reynolds shall have the option of receiving the Non-Renewal Benefits (as defined below) in lieu of the salary and benefits described above.

To the extent CBI has not offered to renew the Revised Agreement or enter into a similar arrangement with Mr. Reynolds on or before January 1, 2007, Mr. Reynolds may declare CBI in breach and terminate the Revised Agreement. In such circumstances, CBI shall continue to pay Mr. Reynolds salary and benefits under the Revised Agreement for the period beginning on the date of such termination and ending on December 31^st of the year following the date of termination (collectively, the “Non-Renewal Benefits”).

The Revised Agreement contains a non-competition provision, which prohibits Mr. Reynolds from competing with the Company or soliciting its employees under certain circumstances. A court may, however, determine that these non-competition provisions are unenforceable or only partially enforceable.

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ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

As of the effective date of the Reynolds Employment Agreement, CBI and Mr. Reynolds terminated that certain Executive Severance Agreement, dated as of June 25, 1997, in accordance with its terms.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Not Applicable.

Not Applicable.

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Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: February 10, 2005

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EXHIBIT INDEX

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