Exhibit 3.08
CERTIFICATE OF INCORPORATION
OF
THE MSM GROUP, INC.
1. The name of the corporation is The MSM Group, Inc.
(the "Corporation").
2. The Registered Office of the Corporation in the State
of Delaware is to be located at 1013 Centre Road, in the City of Wilmington,
County of New Castle, Zip Code 19805. The Registered Agent in charge thereof is
Corporation Service Company.
3. The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
4. The total number of shares of stock which the
Corporation shall have authority to issue is ten thousand (10,000) shares of
Common Stock, $.01 par value per share.
5. The name and mailing address of the incorporator are
as follows:
Name Address
---- -------
Thomas O. Ix, Esq. c/o Crummy, Del Deo, Dolan,
Griffingger & Vecchione
One Riverfront Plaza
Newark, New Jersey 07102
6. After the original or other By-Laws of the
Corporation have been adopted, amended, or repealed, as the case may be, in
accordance with the provisions of Section 109 of the General Corporation Law of
the State of Delaware, and after the Corporation has received any payment for
any of its stock, the power to adopt, amend, or repeal the By-Laws of the
Corporation may be exercised by the Board of Directors of the Corporation.
7. To the fullest extent permitted by the General
Corporation Law of Delaware, no director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except that a director shall not be relieved from
liability: (a) for any breach of die director's duty of loyalty to the
Corporation or its stockholders; (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (c) under
Section 174 of the General Corporation Law of Delaware; or (d) for any
transaction from which the director derived an improper personal benefit.
I, the undersigned, for the purpose of forming a corporation
under the laws of the State of Delaware, do make, file and record this
Certificate, and do certify that the facts herein stated are true, and I have
accordingly hereunto set my hand this 30th day of June, 1997.
/s/ Thomas O. Ix
----------------------------------
Thomas O. Ix, Esq.
Incorporator
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
THE MSM GROUP, INC.
Pursuant to the provisions of Sections 242 of the Delaware
Corporation Law, the undersigned corporation executes the following Certificate
of Amendment to its Certificate of Incorporation:
1. The name of the corporation is The MSM Group, Inc.
(the "Corporation").
2. The Certificate of Incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware on July 1, 1997.
3. The following amendments to the Corporation's
Certificate of Incorporation was approved by Unanimous Written Consent of the
Directors and Sole Stockholder of the Corporation, dated as of October 18, 2000.
RESOLVED, that Article 1 of the Corporation's Certificate of
Incorporation be amended in its entirety to read as follows:
"1. The name of the corporation is Innovex America Holding
Company"
RESOLVED, that Article 2 of the Corporation's Certificate of
Incorporation be amended in its entirety to read as follows:
"2. The Registered Office of the Corporation in the State of
Delaware is to be located at 1209 Orange Street, in the city
of Wilmington, County of New Castle, Zip Code 19801. The
Registered Agent in charge thereof is The Corporation Trust
Company."
4. The total number of shares entitled to vote on the
amendment was one hundred (100) shares.
5. The number of shares voting for the amendment was one
hundred (100) shares and no shares were voted against the amendment.
6. The effective date at the time of this Amendment to
the Corporation's Certificate of Incorporation shall be October 18, 2000.
Dated the 18th day of October, 2000.
THE MSM GROUP, INC.
By: /s/ John E. Monahan
-----------------------------
Name: John E. Monahan
Title: Executive Vice-President
STATE OF DELAWARE
---------------------------------------------------------
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
INNOVEX (NORTH AMERICA), INC.
INTO
INNOVEX AMERICA HOLDING COMPANY
---------------------------------------------------------
Pursuant to Section 253 of the General Corporation Law of the State of
Delaware, which permits the merger of a parent corporation with and into its
subsidiary where one of the corporations is organized and existing under the
laws of Delaware, Innovex (North America) Inc., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), does
hereby certify:
FIRST, that immediately prior to the filing of this Certificate of
Ownership and Merger the Corporation owned at least ninety percent (90%) of the
issued and outstanding shares of each class of stock of Innovex America Holding
Company, a corporation organized and existing under the laws of the State of
Delaware (the "Subsidiary Corporation").
SECOND, that the Corporation, by the following resolutions of its Board
of Directors, duly adopted on the 30th day of December, 2003, determined to,
and, effective upon the filing of this Certificate of Ownership and Merger with
the Secretary of State of Delaware, hereby does, merge the Corporation into the
Subsidiary Corporation (the "Merger"):
NOW, THEREFORE, BE IT RESOLVED, that, subject to the approval
of Innovex Overseas Holding Limited (the "Shareholder"), the sole shareholder of
Innovex (North America), Inc. (the "Corporation"), the Corporation shall merge
into Innovex America Holding Company (the "Subsidiary Corporation"), which, will
assume all of the obligations of the Corporation (the "Merger").
FURTHER RESOLVED, that the Merger shall be effected by the
filing of a Certificate of Ownership and Merger with the Secretary of State of
Delaware in accordance with the provisions of Section 253 of the General
Corporation Law of the State of Delaware. The time and date when the Merger
shall become effective is upon filing of the Certificate of Ownership and Merger
with the Secretary of State of Delaware, and is herein referred to as the
"Effective Time."
FURTHER. RESOLVED, that the terms and conditions of the Merger
are as follows:
(a) Effect of the Merger. At the Effective Time,
the separate corporate existence of the Corporation shall cease, and
the Subsidiary Corporation, as the surviving corporation, shall
continue its corporate existence under the laws of the State of
Delaware and shall thereupon and thereafter possess all of the rights,
privileges, immunities, powers, and franchises of each of the
Corporation and Subsidiary Corporation, and all of the property (real,
personal and mixed), and every other asset of each of the Corporation
and Subsidiary Corporation shall vest in Subsidiary Corporation without
further act or deed; Subsidiary Corporation shall assume and be liable
for all the liabilities and obligations of each of the Corporation and
Subsidiary Corporation, and all other effects of the Merger specified
in Section 253 of the
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DGCL shall result therefrom. As of the Effective Time, the name of the
surviving corporation shall be "Innovex Inc."
(b) Effect of Merger on outstanding securities
of the Subsidiary Corporation. As a result of the contemplated merger
of MSM Group Limited Partnership (the "Partnership") with and into the
Subsidiary Corporation, which merger is expected to occur on even date
with the Effective Time (the "Partnership Merger"), Quintiles Pacific,
Inc., a North Carolina corporation and the General Partner of the
Partnership ("Quintiles Pacific"), may acquire capital stock in the
Subsidiary Corporation equal to the value of its previous interest in
the Partnership. Each outstanding share of capital stock of the
Subsidiary Corporation acquired by Quintiles Pacific as a result of the
Partnership Merger shall remain outstanding. Each outstanding share of
capital stock of the Subsidiary Corporation held by the Corporation
immediately prior to the Effective Time shall be cancelled.
(c) Effect of Merger on outstanding securities
of the Corporation. Upon surrender of certificates therefore, each
share of each, class or series of Common Stock or Preferred Stock, if
any, of the Corporation issued and outstanding immediately prior to the
Effective Time (other than shares held by the Corporation, all of which
shall, by virtue of the Merger and without any action on the part of
the holder thereof, be canceled as a result of the Merger) shall be
converted into the right to receive one share of the same class or
series of Common Stock or Preferred Stock of the Subsidiary
Corporation, such that after the Merger the Shareholder shall hold the
same number and type of shares of capital stock in the Subsidiary
Corporation as it held in the Corporation immediately prior to the
Merger.
Each outstanding but unexercised warrant or option to
purchase shares of the Corporation's Common Stock or Preferred Stock
shall cease to be exercisable to purchase shares of the Corporation's
Common Stock or Preferred Stock and shall become exercisable to
purchase the same number of shares of Subsidiary Corporation 's Common
Stock or the same number of shares of the same class or series of
Subsidiary Corporation's Preferred Stock.
(d) Certificate of Incorporation. The
Certificate of Incorporation of the surviving corporation shall be
identical to the Certificate of Incorporation of Subsidiary Corporation
in effect immediately prior to the Effective Time until thereafter
amended as provided by law.
(e) Bylaws. The Bylaws of the surviving
corporation shall be identical to the Bylaws of Subsidiary Corporation
in effect immediately prior to the Effective Time until (hereafter
amended as provided by law.
(f) Directors and Officers. The directors and
officers of the surviving corporation immediately prior to the
Effective Time shall remain in office and shall continue to hold office
until their respective successors shall have been elected and qualified
as provided in the bylaws of Subsidiary Corporation or by applicable
law.
FURTHER RESOLVED, that the Board of Directors hereby
recommends to the Shareholder of the Corporation, for approval, the Certificate
of Ownership and Merger and the consummation of the transactions contemplated
thereby, including without limitation the Merger; and
FURTHER RESOLVED, that following approval by the Shareholder
of the foregoing recommendation, the officers of the Corporation be, and they
hereby are, authorized, subject to approval by the Shareholder, to execute and
deliver on behalf of the Corporation the Certificate of Ownership and Merger
setting forth the resolutions to merge itself into Subsidiary Corporation, and
the date of adoption thereof, together with any and all other documents
necessary or appropriate to effect the Merger and the transactions contemplated
thereby, including but not limited to such filings as are necessary in order to
consummate the Merger, with such changes or revisions to such documents as the
officer executing the same shall approve, such approval to be evidenced
conclusively by such officer's execution and delivery of the same.
THIRD, that the Certificate of Incorporation of Subsidiary Corporation,
as the surviving
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corporation, shall be identical to the Certificate of Incorporation of
Subsidiary Corporation in effect immediately prior to the filing of this
Certificate of Ownership and Merger until thereafter amended as provided by law.
FOURTH, that the sole shareholder of the Corporation, Innovex Overseas
Holdings Limited, a company organized and existing under the laws of England,
has approved the Merger.
FIFTH, that at the effective time of the Merger the name of the
surviving corporation shall be "Innovex Inc."
SIXTH, that this Certificate of Ownership and Merger shall be effective
at 12:01 a.m. on December 31, 2003.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by John S. Russell, its President, and attested by Beverly Rubin Moyher,
its Asst. Secretary, who do hereby make this Certificate, hereby declaring,
certifying and acknowledging under penalties of perjury that the facts herein
stated are true and that this Certificate is their act and deed, and accordingly
have hereunto set their hands, this the 30th day of December, 2003.
Innovex (North America), Inc.
By: /s/ John S. Russell
------------------------------
Name: John S. Russell
Title: President
ATTEST:
By: /s/ Beverly Rubin Moyher
--------------------------------
Name: Beverly Rubin Moyher
Title: Assistant Secretary
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CERTIFICATE OF MERGER
OF
MSM GROUP LIMITED PARTNERSHIP
INTO
INNOVEX AMERICA HOLDING COMPANY
[To be filed with the Delaware Secretary of State]
Innovex America Holding Company, a Delaware corporation (the "Surviving
Corporation"), hereby submits this Certificate of Merger for the purpose merging
MSM Group Limited Partnership, a North Carolina limited partnership (the
"Partnership"), with and into the Surviving Corporation:
1. The Agreement and Plan of Merger was duly approved, adopted,
certified, executed and acknowledged in the manner prescribed
by Chapter 59 of the General Statutes of North Carolina by the
general and limited partners of the Partnership and in the
manner prescribed by Title 8, Sec. 263 (c) of the Delaware
General Corporation Law by the board of directors of the
Surviving Corporation.
2. Upon the effectiveness of this Certificate of Merger, the name
of the Surviving Corporation shall be Innovex America Holding
Company.
3. The Certificate of Incorporation of the Surviving Corporation
shall be the Certificate of Incorporation of Innovex America
Holding Company.
4. The executed Agreement and Plan of Merger is on file at the
office of the Surviving Corporation located at 10 Waterview
Boulevard, Parsippany, New Jersey 07054, and is available upon
request at no charge to any stockholder of the Surviving
Corporation or partner of the Partnership.
5. This Certificate of Merger will be effective at 12:01 a.m. on
December 31, 2003.
This the 30th day of December, 2003.
INNOVEX AMERICA HOLDING COMPANY
By: /s/ John S. Russell
------------------------------
Name: John S. Russell
Title: President
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CERTIFICATE OF MERGER
OF
INNOVEX, L.P.
INTO
INNOVEX AMERICA HOLDING COMPANY
[To be filed with the Delaware Secretary of State]
Innovex America Holding Company, a Delaware corporation (the "Surviving
Corporation"), hereby submits this Certificate of Merger for the purpose of
merging Innovex, L.P., a New Jersey limited partnership (the "Partnership"),
with and into the Surviving Corporation:
1. The Agreement and Plan of Merger was duly approved, adopted,
certified, executed and acknowledged in the manner prescribed
by Article 9 of the Revised Statutes of New Jersey by the
general and limited partners of the Partnership and in the
manner prescribed by Title 8, Sec. 263 (c) of the Delaware
General Corporation Law by the board of directors of the
Surviving Corporation.
2. Upon the effectiveness of this Certificate of Merger, the name
of the Surviving Corporation shall be Innovex America Holding
Company.
3. The Certificate of Incorporation of the Surviving Corporation
shall be the Certificate of Incorporation of Innovex America
Holding Company.
4. The executed Agreement and Plan of Merger is on file at the
office of the Surviving Corporation located at 10 Waterview
Boulevard, Parsippany, New Jersey 07054, and is available upon
request at no charge to any stockholder of the Surviving
Corporation or partner of the Partnership.
5. This Certificate of Merger will be effective at 12:01 a.m. on
December 31, 2003.
This the 30th day of December, 2003.
INNOVEX AMERICA HOLDING COMPANY
By: /s/ John S. Russell
-------------------------------
Name: John S. Russell
Title: President
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