EXHIBIT 3.19
CERTIFICATE OF INCORPORATION
OF
SIMIREX, INC.
* * * * *
To: The Secretary of State
State of New Jersey
The UNDERSIGNED, of the age of eighteen years or over, for the purpose
of forming a corporation pursuant to the provisions of Title 14A, Corporations,
General, of the New Jersey Statutes, do hereby execute the following
Certificate of Incorporation:
FIRST: The name of the corporation is
SIMIREX, INC.
SECOND: The purpose or purposes for which the corporation is organized
are:
To engage in any activity within the lawful business purposes for which
corporations may be organized under the New Jersey Business Corporation Act.
THIRD: The aggregate number of shares which the corporation shall have
authority to issue is One Thousand (1,000) shares without par value.
FOURTH: The address of the corporation's initial registered office is
Suite 120, 900 Haddon Ave., Collingswood, New Jersey, 08108, and the name of the
corporation's initial registered agent at such address is Joel D. Caney.
FIFTH: The number of directors constituting the initial board of
directors shall be Two (2); and the names and addresses of the directors are as
follows:
NAMES ADDRESSES
Peter Brenardo 41 Crabapple
Barrington, Ill 60010
Loretta Brenardo 41 Crabapple
Barrington, Ill 60010
SIXTH: The name and address of the incorporator is as follows:
NAMES ADDRESSES
Janice C. Anderle 123 South Broad Street
Philadelphia, PA 19109
IN WITNESS WHEREOF, I, the sole incorporator of the above named
corporation, have hereunto signed this Certificate of Incorporation on the 16th
day of June, 1988.
/s. Janice C. Anderle
---------------------
Janice C. Anderle
2
REG-C-L
(7-98)
STATE OF NEW JERSEY
DIVISION OF REVENUE
BUSINESS ENTITY AMENDMENT FILING
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FILL OUT ALL APPLICABLE INFORMATION BELOW AND SIGN IN THE SPACES PROVIDED.
PLEASE NOTE THAT ONCE FILED, THE INFORMATION ON THIS PAGE IS CONSIDERED PUBLIC.
REFER TO THE INSTRUCTIONS FOR DELIVERY/RETURN OPTIONS, FILING FEES AND
FIELD-BY-FIELD REQUIREMENTS. REMEMBER TO REMIT THE APPROPRIATE FEE AMOUNT FOR
THIS FILING. USE ATTACHMENTS IF MORE SPACE IS REQUIRED FOR ANY FIELD, OR IF YOU
WISH TO ADD ARTICLES FOR THE PUBLIC RECORD.
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SECTION II - AMENDMENT FILING
A. BUSINESS NAME: SIMIREX, INC.
B. STATUTORY AUTHORITY FOR AMENDMENT: 14A:9-2(4) (SEE INSTRUCTIONS FOR LIST OF
STATUTORY AUTHORITIES)
C. ARTICLE ONE OF THE CERTIFICATE OF INCORPORATION [X] FORMATION [ ]
REGISTRATION [ ] AUTHORITY [ ] LIMITED PARTNERSHIP [ ]
OF THE ABOVE-REFERENCED BUSINESS IS AMENDED TO READ AS FOLLOWS: (USE
ATTACHMENT IF MORE SPACE IS REQUIRED)
QUINTILES CLINICAL SUPPLIES AMERICAS, INC.
D. OTHER PROVISIONS: (OPTIONAL)
E. DATE AMENDMENT WAS ADOPTED: AUGUST 18, 2000
F. CERTIFICATION OF CONSENT/VOTING: (IF REQUIRED BY ONE OF THE LAWS CITED
BELOW, CERTIFY CONSENT/VOTING) N.J.S.A. 14A:9-1 ET SEQ. OR N.J.S.A. 15A:9-1
ET SEQ., PROFIT AND NON-PROFIT CORPS. AMENDMENT BY THE INCORPORATORS [ ]
AMENDMENT WAS ADOPTED BY UNANIMOUS CONSENT OF THE INCORPORATORS.
N.J.S.A. 14A:9-2(4) AND 14A:9-4(3), PROFIT CORPS., AMENDMENT BY THE
SHAREHOLDERS [ ] AMENDMENT WAS ADOPTED BY THE DIRECTORS AND THEREAFTER
ADOPTED BY THE SHAREHOLDERS NUMBER OF SHARES OUTSTANDING AT THE TIME THE
AMENDMENT WAS ADOPTED 1,000 , AND TOTAL NUMBER OF SHARES ENTITLED TO VOTE
THEREON 1,000 IF APPLICABLE LIST THE DESIGNATION AND NUMBER OF EACH
CLASS/SERIES OF SHARES ENTITLED TO VOTE.
LIST VOTES FOR AND AGAINST AND IF APPLICABLE, SHOW THE VOTE BY
DESIGNATION AND NUMBER OF EACH CLASS/SERIES OF SHARES ENTITLED TO VOTE:
NUMBER OF SHARES VOTING FOR AMENDMENT NUMBER OF SHARES VOTING AGAINST AMENDMENT
- ------------------------------------- -----------------------------------------
1,000 0
** IF THE AMENDMENT PROVIDES FOR THE EXCHANGE, RECLASSIFICATION, OR
CANCELLATION OF ISSUED SHARES, ATTACH A STATEMENT INDICATING THE MANNER IN WHICH
SAME SHALL BE EFFECTED.
N.J.S.A. 15A:9-4, NON-PROFIT CORPS., AMENDMENT BY MEMBERS OR TRUSTEES
THE CORPORATION HAS [ ] DOES NOT HAVE [ ] MEMBERS
IF THE CORPORATION HAS MEMBERS, INDICATE THE NUMBER ENTITLED TO VOTE ----------,
AND HOW VOTING WAS ACCOMPLISHED:
[ ] AT A MEETING OF THE CORPORATION. INDICATE THE NUMBER VOTING FOR ----- AND
VOTING AGAINST ----- IF ANY CLASS(ES) OF MEMBERS MAY VOTE AS A CLASS, SET FORTH
THE NUMBER OF MEMBERS IN EACH CLASS, THE VOTES FOR AND AGAINST BY CLASS, AND THE
NUMBER PRESENT AT THE MEETING:
CLASS NUMBER OF MEMBERS VOTING FOR AMENDMENT VOTING AGAINST AMENDMENT
- ----- ----------------- -------------------- ------------------------
[ ] ADOPTION WAS BY UNANIMOUS WRITTEN CONSENT WITHOUT A MEETING.
IF THE CORPORATION DOES NOT HAVE MEMBERS, INDICATE THE TOTAL NUMBER OF TRUSTEES
- ---------------, AND HOW VOTING WAS ACCOMPLISHED:
[ ] AT A MEETING OF THE CORPORATION. THE NUMBER OF TRUSTEES VOTING FOR
- -------------- AND VOTING AGAINST ---------
[ ] ADOPTION WAS BY UNANIMOUS WRITTEN CONSENT WITHOUT A MEETING.
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G. AGENT/OFFICE CHANGE
NEW REGISTERED AGENT: THE CORPORATION TRUST COMPANY
REGISTERED OFFICE (MUST BE A NJ STREET ADDRESS)
STREET 820 BEAR TAVERN ROAD CITY WEST TRENTON, NJ
ZIP 08628
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H. SIGNATURE(S) FOR THE PUBLIC RECORD (SEE INSTRUCTIONS FOR INFORMATION ON
SIGNATURE REQUIREMENTS)
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SIGNATURE /s/ Greg Connors TITLE VICE PRESIDENT DATE [8/18/00]
SIGNATURE /s/ John S. Russell TITLE VICE PRESIDENT & SECRETARY DATE [8/18/00]
THE ABOVE-SIGNED CERTIFIES THAT THE BUSINESS ENTITY HAS COMPLIED WITH ALL
APPLICABLE NJ STATUTORY FILING REQUIREMENTS