Exhibit 3.24
ARTICLES OF INCORPORATION
OF
SDCRA ACQUISITION CORP.
The undersigned, being of the age of eighteen years or more, does
hereby make, acknowledge and submit these Articles of Incorporation for the
purpose of forming a business corporation under and by virtue of the laws of the
State of North Carolina:
1. The name of the corporation is SDCRA ACQUISITION CORP.
2. The corporation shall have authority to issue One Hundred
Thousand (100,000) shares of common stock with a par value of One Dollar ($1.00)
per share.
3. The address of the initial registered office of the
corporation in the State of North Carolina is 4709 Creekstone Drive, Riverbirch
Building, Suite 300, Morrisville, Wake County, North Carolina 27560, and the
name of its initial registered agent at such address is Dennis B. Gillings,
Ph.D.
4. The name and address of the incorporator is Gerald F. Roach,
2500 First Union Capitol Center, Raleigh, Wake County, North Carolina 27601.
5. The number of directors constituting the initial board of
directors shall be two (2), and the names and addresses of the persons who are
to serve as directors until the first meeting of shareholders, or until their
successors are elected and qualified, are:
NAME ADDRESS
---- -------
Dennis B. Gillings, Ph.D. 4709 Creekstone Drive
Riverbirch Building, Suite 300
Morrisville, North Carolina 27560
Gregory D. Porter 4709 Creekstone Drive
Riverbirch Building, Suite 300
Morrisville, North Carolina 27560
6. A director of the corporation shall not be personally liable
to the corporation or otherwise for monetary damages for breach of any duty as a
director, except for liability with respect to (i) acts or omissions that the
director at the time of such breach knew or believed were
clearly in conflict with the best interests of the corporation; (ii) any
liability under N.C.Gen.Stat. Section 55-8-33; or (iii) any transaction from
which the director derived an improper personal benefit. If the North Carolina
Business Corporation Act is amended to authorize corporate action for further
eliminating or limiting personal liability of directors, then the liability of a
director of the corporation shall be eliminated or limited to the fullest extent
permitted by the North Carolina Business Corporation Act, as so amended.
Any repeal or modification of the foregoing paragraph shall
not adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification.
7. The provisions of Article 9 and Article 9A of the North
Carolina Business Corporation Act, entitled "The North Carolina Shareholder
Protection Act" and "The North Carolina Control Share Acquisition Act,"
respectively, shall not be applicable to the corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of April,
1995.
/s/ Gerald F. Roach
-----------------------------------------
Gerald F. Roach, Incorporator
Smith, Anderson, Blount, Dorsett,
Mitchell & Jernigan, L.L.P.
2500 First Union Capitol Center
Raleigh, North Carolina 27601
ARTICLES OF MERGER
OF
SAN DIEGO CLINICAL RESEARCH ASSOCIATES
INTO
SDCRA ACQUISITION CORP.
SDCRA Acquisition Corp., a North Carolina corporation (the "Surviving
Corporation"), hereby submits these Articles of Merger for the purpose of
merging San Diego Clinical Research Associates, a California corporation, with
and into the Surviving Corporation:
1. The Plan of Merger is attached as Exhibit A hereto.
2. The attached Plan of Merger was duly approved in the manner
prescribed by Chapter 55 of the General Statutes of North
Carolina by the board of directors and shareholder of the
Surviving Corporation and in the manner prescribed by the
California Corporations Code by the board of directors and
shareholders of San Diego Clinical Research Associates.
3. As provided in Section 3.1 of the Plan of Merger, the name of
the Surviving Corporation shall be changed to, and the name of
the surviving Corporation shall be, "San Diego Clinical
Research Associates, Inc."
4. These Articles of Merger will be effective upon filing.
This the 3rd day of May, 1995.
SDCRA ACQUISITION CORP.
By: /s/ Sara B. Creagh
---------------------------------
Sara B. Creagh
Executive Vice President
EXHIBIT A
PLAN OF MERGER
THIS PLAN OF MERGER is made and dated as of May 3, 1995 by and among
SDCRA Acquisition Corp., a North Carolina Corporation ("Acquisition" or the
"Surviving Corporation"), Quintiles Transnational Corp., a North Carolina
corporation and the sole shareholder of Acquisition ("Quintiles"), and San Diego
Clinical Research Associates, a California corporation (the "Company").
WHEREAS, Acquisition and the Company desire to effect the merger of the
Company with and into Acquisition upon the terms set form herein; and
WHEREAS, Quintiles, Acquisition, certain shareholders of the Company,
and the Company have entered into a Merger Agreement dated as of April 24, 1995
(the "Merger Agreement") with setting forth certain representations, warranties,
covenants and agreement in connection with the transactions therein and herein
contemplated; and
WHEREAS, the boards of directors of Acquisition and the Company by
resolution duly approved the Merger Agreement and this Plan of Merger and
directed that the Merger Agreement and this Plan of Merger be submitted to the
shareholders of Acquisition and the Company for approval and adoption.
NOW, THEREFORE, the parties hereto do hereby approve and adopt this
Plan of Merger for the purpose of setting forth the terms and conditions of the
merger referred to above and the mode of carrying the same into effect.
ARTICLE I
THE MERGER
1.1 Merger. The Company shall be merged with and into Acquisition
(the "Merger") pursuant to Article 11 of the North Carolina Business Corporation
Act, as amended (the "NCBCA"), and Chapter 11 of the California Corporations
Code, as amended (the "CCC").
1.2 Effective Time. The Merger shall be effected by the filing of
articles of merger with the Secretaries of State of the States of North Carolina
and California in accordance with the provisions of Article 11 of the NCBCA and
Section 1108 of the CCC, respectively. The Merger shall become effective at the
time set forth in the articles of merger, which shad be filed contemporaneously
with the closing conducted pursuant to Section 1.3 of the Merger Agreement. The
time and date when the Merger shall become effective is herein referred to as
the "Effective Time".
1.3 Effect of the Merger. At the Effective Time, the separate
corporate existence of the Company shall cease, and Acquisition, as the
Surviving Corporation, shall continue its corporate existence under the laws of
the State of North Carolina and shall thereupon and thereafter possess all of
the rights, privileges, immunities, powers and franchises of each of the Company
and Acquisition; all of the property, real, personal and mixed, and every other
asset of each of Acquisition and the Company shad vest in the Surviving
Corporation without further act or deed; the Surviving Corporation shall assume
and be liable for all the liabilities and obligations of each of Acquisition and
the Company; and all other effects of the Merger specified In Section 55-11-06
of the NCBCA shall result therefrom.
ARTICLE II
CONVERSION AND ISSUANCE OF SHARES
2.1 Conversion of Shares
(a) Each share of Common Stock of the Company issued and
outstanding immediately prior to the Effective Time shall, by virtue of the
Merger and without any action on the part of the holder thereof, be converted
into the right to receive the number of shares of unregistered Quintiles Common
Stock determined according to the exchange ratio defined in Section 2.Kb) below
upon surrender of the certificate representing such share.
(b) For purposes of exchanging shares of the Company's
Common Stock for Quintiles Common Stock, each share of the Company's Common
Stock shall be converted into the right to receive that number of shares of
unregistered Quintiles Common Stock determined by dividing Two Dollars and
Sixty-Four cents ($2.61) by the average of the closing prices of Quintiles
Common Stock on the Nasdaq National Market for the twenty-five (25) trading days
immediately preceding the Closing Date (as defined in the Merger Agreement) (as
adjusted correspondingly for the remaining period if during such twenty-five
(25) trading days (i) the outstanding shares of Quintiles Common Stock shall
have been changed into a different number of shares or shares of a different
class by reason of any stock dividend, subdivision, reclassification,
recapitalization, split, combination or exchange of shares, or (ii) Quintiles
shall have issued any shares of Quintiles Common Stock (other than issuances
pursuant to employee benefit plans)) (such quotient, rounded to five decimal
places, the "Exchange Ratio"). Any fractional share remaining after calculation
of the total number of shares of Quintiles Common Stock issuable to each holder
of shares of the Company's Common Stock shall be eliminated.
(c) Each option to purchase shares of Common Stock of the
Company granted and outstanding immediately prior to the Effective Time shall,
by virtue of the Merger and pursuant to the written agreements referred to in
Section 6.11 of the Merger Agreement, be cancelled and replaced as of the
Effective Time with a substitute corresponding option to purchase shares of
Quintiles Common Stock as provided in such Section 6.11.
(d) Each share of Common Stock of Acquisition issued and
outstanding immediately prior to the Effective Time shall, by virtue of the
Merger and without any act on the part of the holder thereof, be converted into
and become exchangeable for one fully-paid and nonassessable share of Common
Stock of the Surviving Corporation. From and after the Effective Time, each
outstanding certificate which theretofore represented shares of Acquisition
Common Stock shall be deemed for all purposes to evidence ownership of and to
represent the number of shares of Surviving Corporation Common Stock into which
such shares of Acquisition Common Stock shall have been converted.
2.2 Payment for Shares. Upon surrender to Quintiles of each
certificate representing shares of the Company's Common Stock issued and
outstanding immediately prior to the Effective Time, such certificate shall
forthwith be cancelled and the holder thereof shall be entitled to receive in
exchange therefor the shares of Quintiles Common Stock due such holder in
accordance with Section 2.1 above. Until surrendered in accordance with the
provisions hereof, each such certificate shall represent for all purposes the
right to receive Quintiles Common Stock on the basis provided in this Article
II.
2
ARTICLE III
ARTICLES OF INCORPORATION, BYLAWS, DIRECTORS AND OFFICERS
3.1 Articles of Incorporation and Bylaws. The Articles of Incorporation
and Bylaws of the Surviving Corporation shall be identical to the Articles of
Incorporation and Bylaws of Acquisition In effect immediately prior to the
Effective Time until thereafter amended as provided by law; provided, however,
that the name of Acquisition shall be changed to, and the name of the Surviving
Corporation shall be, "San Diego Clinical Research Associates, Inc."
3.2 Directors and Officers The sole director of the Surviving
Corporation shall be Dennis B. Gillings, Ph.D., who shall hold office until his
successor shall have been elected and qualified as provided In the bylaws of the
Surviving Corporation or by law. The officers of the Surviving Corporation shall
be as listed below, each holding office until his or her respective successor
has been duly elected and qualified as provided in the bylaws of the Surviving
Corporation or by law:
Dennis B. Gillings, Ph.D. Chairman of the Board
Santo J. Costa Chief Executive Officer
Gerald L. Klein, M.D. President
Sara B. Creagh Executive Vice President and
Assistant Secretary
Rachel R. Selisker Vice President
Robert C. White, Ph.D. Vice President
Gregory D. Porter, Esq. Vice President, General Counsel and
Secretary
Martha C. Henderson Assistant Secretary
ARTICLE IV
SUBMISSION TO SHAREHOLDERS; TERMINATION AND AMENDMENT
4.1 Approval by Shareholders. This Plan of Merger shall be submitted to
the shareholders of each of Acquisition and the Company for their approval and
shall have no force or effect unless approved by the shareholders of each of
Acquisition and the Company in the manner provided by the NCBCA and the CCC,
respectively.
4.2 Termination. This Plan of Merger shall terminate automatically,
whether before or after approval of the shareholders of Acquisition or the
Company, if the Merger Agreement shall be terminated pursuant to Section 10.16
thereof.
4.3 Amendment. This Plan of Merger may be amended by the parties
hereto, by action taken by their respective boards of directors, at any time
before or after approval hereof by the respective shareholders of Acquisition or
the Company, but, after any such approval, no amendment shall be made which
shall reduce the amount or change the form of the consideration to be received
by the shareholders of the Company without the further approval of such
shareholders. This Plan of Merger may not be amended except by an instrument in
writing signed on behalf of each of the parties hereto.
3
ARTICLE V
MISCELLANEOUS
5.1 Headings. The article and section captions used herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Plan of Merger.
5.2 Publicity. Except as otherwise required by law, none of the parties
hereto shall issue any press release or make any other public statement, in each
case relating to, connected with or arising out of this Plan of Merger or the
matters contained herein, without obtaining the prior approval of Quintiles and
the Company to the contents and the manner of presentation and publication
thereof.
5.3 Counterparts. This Plan of Merger may be executed In two or more
counterparts, all of which taken together shall constitute one Instrument.
IN WITNESS WHEREOF, Quintiles, Acquisition, and the Company have caused
their respective corporate names to be hereunder subscribed by their respective
officers thereunto duly authorized, all as of the day and year first above
written.
QUINTILES TRANSNATIONAL CORP.
By: /s/ Sara B. Creagh
-----------------------------
Name: Sara B. Creagh
-----------------------------
Title: Executive Vice President
-----------------------------
SDCRA ACQUISITION CORP.
By: /s/ Sara B. Creagh
-----------------------------
Name: Sara B. Creagh
-----------------------------
Title: Executive Vice President
-----------------------------
SAN DIEGO CLINICAL RESEARCH ASSOCIATES
By: /s/ Gerald L. Klein, M.D.
-----------------------------
Name: Gerald L. Klein, M.D.
-----------------------------
Title: CEO
-----------------------------
4
ARTICLES OF MERGER
OF
QUINTILES PACIFIC, INC.
AND
INTERNATIONAL CLINICAL RESEARCH CORPORATION
INTO
SAN DIEGO CLINICAL RESEARCH ASSOCIATES, INC.
San Diego Clinical Research Associates, Inc., a North Carolina
corporation (the "Surviving Corporation"), hereby submits these Articles of
Merger for the purpose of merging Quintiles Pacific, Inc., a North Carolina
corporation ("QPI"), and International Clinical Research Corporation, a
California corporation ("ICR"), with and into the Surviving Corporation:
1. The Plan of Merger is attached as Exhibit A hereto.
2. The attached Plan of Merger was duly approved in the manner
prescribed by Chapter 55 of the General Statutes of North
Carolina by the boards of directors and shareholders of the
Surviving Corporation and QPI, and in the manner prescribed by
the California Corporations Code by the board of directors and
shareholder of ICR.
3. As provided in Section 3.1 of the Plan of Merger, the name of
the Surviving Corporation shall be changed to, and the name of
the Surviving Corporation shall be, "Quintiles Pacific, Inc."
4. These Articles of Merger will be effective at 12:01 a.m. on
January 1, 1996.
This the 22nd day of December, 1995.
SAN DIEGO CLINICAL RESEARCH
ASSOCIATES, INC.
By: /s/ Dennis Gillings
---------------------
Name: Dennis Gillings
Title: Chairman; CEO
EXHIBIT A
PLAN OF MERGER
THIS PLAN OF MERGER is made and dated as of December ___, 1995, by and
among San Diego Clinical Research Associates, Inc., a North Carolina corporation
("SDCRAI" or the "Surviving Corporation"), Quintiles Pacific, Inc., a North
Carolina corporation ("QPI"), and International Clinical Research Corporation, a
California corporation ("ICR").
WHEREAS, SDCRAI, QPI, and ICR desire to effect the merger of QPI and
ICR with and into SDCRAI upon the terms set forth herein; and
WHEREAS, the boards of directors of SDCRAI, QPI, and ICR by resolution
duly approved this Plan of Merger and directed that this Plan of Merger be
submitted to the shareholders of SDCRAI, QPI, and ICR, respectively, for
approval and adoption.
NOW, THEREFORE, the parties hereto do hereby approve and adopt this
Plan of Merger for the purpose of setting forth the terms and conditions of the
merger referred to above and the mode of carrying the same into effect.
ARTICLE I
THE MERGER
----------
1.1 Merger. QPI and ICR shall be merged with and into SDCRAI (the
"Merger") pursuant to Article 11 of the North Carolina Business Corporation Act,
as amended (the "NCBCA") and Chapter 11 of the California Corporations Code, as
amended (the "CCC").
1.2 Effective Time. The Merger shall be effected by the filing of
articles of merger with the Secretary of State of North Carolina in accordance
with the provisions of Article 11 of the NCBCA. In addition, a certified copy of
the articles of merger shall be filed with the Secretary of State of California
in accordance with the provisions of Section 1108 of the CCC. The Merger shall
become effective at the time set forth in the articles of merger. The time and
date when the Merger shall become effective is herein referred to as the
"Effective Time."
1.3 Effect of the Merger. At the Effective Time, the separate corporate
existences of the QPI and ICR shall cease, and SDCRAI, as the Surviving
Corporation, shall continue its corporate existence under the laws of the State
of North Carolina and shall thereupon and thereafter possess all of the rights,
privileges, immunities, powers, and franchises of each of QPI, ICR, and SDCRAI;
all of the property, real, personal, and mixed, and every other asset of each of
SDCRAI, QPI, and ICR shall vest in the Surviving Corporation without further act
or deed; the Surviving Corporation shall assume and be liable for all the
liabilities and
obligations of each of SDCRAI, QPI, and ICR; and all other effects of the Merger
specified in Section 55-11-06 of the NCBCA shall result therefrom.
ARTICLE II
CONVERSION AND ISSUANCE OF SHARES
---------------------------------
2.1 Conversion of Shares.
(a) Each share of Common Stock of QPI issued and outstanding
immediately prior to the Effective Time, shall, by virtue of the Merger and
without any action on the part of the holder thereof, be converted into the
right to receive one share of Common Stock of the Surviving Corporation upon
surrender of the certificate representing such share.
(b) Each share of Common Stock of ICR issued and outstanding
immediately prior to the Effective Time, shall, by virtue of the Merger and
without any action on the part of the holder thereof, be converted into the
right to receive one share of Common Stock of the Surviving Corporation upon
surrender of the certificate representing such share.
(c) Each share of Common Stock of SDCRAI issued and
outstanding immediately prior to the Effective Time, shall, by virtue of the
Merger and without any action on the part of the holder thereof, be converted
into one fully paid and nonassessable share of Common Stock of the Surviving
Corporation. From and after the Effective Time, each outstanding certificate
that theretofore represented shares of SDCRAI Common Stock shall be deemed for
all purposes to evidence ownership of and to represent the number of shares of
Surviving Corporation Common Stock into which such shares of SDCRAI Common Stock
shall have been converted. After the Surviving Corporation's name change as set
forth in Section 3.1 below, the shareholder of SDCRAI shall have the right, upon
surrender of the outstanding certificate or certificates, to receive a new share
certificate or certificates reflecting the new name of the Surviving
Corporation.
2.2 Payment for Shares. Upon surrender to the Surviving Corporation of
each certificate representing shares of QPI's and ICR's Common Stock issued and
outstanding immediately prior to the Effective Time, such certificate shall
forthwith be cancelled and the holder thereof shall be entitled to receive in
exchange therefor the shares of Surviving Corporation Common Stock due such
holder in accordance with Section 2.1 above. Until surrendered in accordance
with the provisions hereof, each such certificate shall represent for all
purposes the right to receive Surviving Corporation Common Stock on the basis
provided in this Article II.
ARTICLE III
ARTICLES OF INCORPORATION, BYLAWS, DIRECTORS, AND OFFICERS
----------------------------------------------------------
3.1 Articles of Incorporation and Bylaws. The Articles of Incorporation
and Bylaws of the Surviving Corporation shall be identical to the Articles of
Incorporation and Bylaws of SDCRAI in effect immediately prior to the Effective
Time until thereafter amended as provided by law; provided, however, that the
name of SDCRAI shall be changed to, and the name of the Surviving Corporation
shall be, "Quintiles Pacific, Inc."
3.2 Directors and Officers. The director of the Surviving Corporation
shall be Dennis B. Gillings, holding office until his respective successor has
been duly elected and qualified as provided in the Bylaws of the Surviving
Corporation or by law. The officers of the Surviving Corporation shall be as
listed below, each holding office until his or her respective successor has been
duly elected and qualified as provided in the Bylaws of the Surviving
Corporation or by law:
Dennis B. Gillings Chairman of the Board of Directors
William A. Sollecito Chief Executive Officer
Kevin Keim President
Gerald Klein Executive Vice President
Vito Mangiardi Executive Vice President
Rachel Selisker Vice President, Treasurer
Gregory Porter Vice President, Secretary, General Counsel
Sara Creagh Assistant Secretary
Martha Henderson Assistant Secretary
ARTICLE IV
SUBMISSION TO SHAREHOLDERS; ABANDONMENT
---------------------------------------
4.1 Approval by Shareholders. This Plan of Merger shall be submitted to
the shareholders of each of SDCRAI, QPI, and ICR for their approval and shall
have no force or effect unless approved by the shareholders of each of SDCRAI,
QPI, and ICR in the manner provided by the NCBCA and the CCC, whichever is
applicable.
4.2 Abandonment. After approval of this Plan of Merger by the
shareholders of SDCRAI, QPI, and ICR, and at any time prior to the merger's
becoming effective, the boards of directors and the officers of SDCRAI, QPI, or
ICR may, in their discretion, abandon the merger.
ARTICLE V
MISCELLANEOUS
-------------
5.1 Headings. The article and section captions used herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Plan of Merger.
5.2 Counterparts. This Plan of Merger may be executed in two or more
counterparts, all of which taken together shall constitute one instrument.
IN WITNESS WHEREOF, SDCRAI, QPI, and ICR have caused their respective
corporate names to be hereunder subscribed by their respective officers
thereunto duly authorized, all as of the day and year first above written.
SAN DIEGO CLINICAL RESEARCH
ASSOCIATES, INC.
By: /s/ Dennis Gillings
---------------------------
Name: Dennis Gillings
Title: Chairman
QUINTILES PACIFIC, INC.
By: /s/ William A. Sollecito
---------------------------
Name: William A. Sollecito
Title: President
INTERNATIONAL CLINICAL
RESEARCH CORPORATION
By: /s/ Kevin Keim
---------------------------
Name: Kevin Keim
Title: President