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EXHIBIT 3.01
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
QUINTILES TRANSNATIONAL, CORP.
ARTICLE I
The name of the Corporation is QUINTILES TRANSNATIONAL, CORP.
ARTICLE II
The period of duration of the Corporation is perpetual.
ARTICLE III
The purpose for which the Corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under Chapter 55
of the General Statutes of North Carolina.
ARTICLE IV
Section 4.1. Total Number of Shares of Stock. The total number of shares
of capital stock of all classes that the Corporation shall have the authority to
issue is 75,000,000 shares. The authorized capital stock is divided into
25,000,000 shares of preferred stock, having $.01 par value (the "Preferred
Stock"), and 50,000,000 shares of common stock, having $.01 par value (the
"Common Stock").
Section 4.2. Preferred Stock. (a) The shares of Preferred Stock of the
Corporation may be issued from time to time in one or more classes or series,
the shares of each class or series to have such voting powers, full or limited,
or no voting powers, and such designations, preferences and rights (or
qualifications, limitations or restrictions thereof) as are stated in the
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resolution or resolutions providing for the issue of such class or series
adopted by the Board of Directors as provided in Section 4.2(b).
(b) Authority is granted to the Board of Directors of the Corporation,
subject to the provisions of this Article IV and to the limitations prescribed
by the North Carolina Business Corporation Act, to authorize the issuance of one
or more classes, or series within a class, of Preferred Stock and with respect
to each such class or series to fix by resolution or resolutions the voting
powers, full or limited, if any, of the shares of such class or series and the
designations, preferences and rights (or qualifications, limitations or
restrictions thereof).
Section 4.3. Common Stock. The shares of Common Stock of the
Corporation shall be one and the same class. Subject to the rights of the
Preferred Stock provided for by resolution or resolutions of the Board of
Directors pursuant to this Article IV or by the North Carolina Business
Corporation Act, the holders of shares of Common Stock shall have one vote per
share on all matters on which holders of shares of Common Stock are entitled to
vote. The holders of shares of Common Stock shall receive the net assets of the
Corporation upon dissolution.
ARTICLE V
The shareholders of the Corporation shall have no right to cumulate their
votes for the election of directors.
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ARTICLE VI
The shareholders of the Corporation shall have no preemptive right to
acquire additional shares of the Corporation.
ARTICLE VII
The address of the current registered office of the Corporation in the
State of North Carolina is 1007 Slater Road, Morrisville, Wake County, North
Carolina, and the name of its current registered agent at such address is Dennis
B. Gillings, Ph.D.
ARTICLE VIII
Section 8.1. Number of Directors. The number of directors constituting
the Board of Directors shall be not less than nine (9) nor more than fifteen
(15), as specified in the Corporation's Bylaws. The number of directors
constituting the Board of Directors following the effectiveness of these Amended
and Restated Articles of Incorporation shall be nine (9), divided into three
classes as described in Section 8.2.
Section 8.2. Classified Board of Directors. The Board of Directors
shall be divided into three (3) classes, Class I, Class II, and Class III, which
shall be as nearly equal in number as possible. The term of office of each
Director in Class I shall expire at the first annual meeting of shareholders of
the Corporation following the effectiveness of these Amended and Restated
Articles of Incorporation. The term of office of each Director in Class II
shall expire at the second annual meeting of shareholders of the Corporation
following the effectiveness of
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these Amended and Restated Articles of Incorporation. The term of office of
each Director in Class III shall expire at the third annual meeting of
shareholders of the Corporation following the effectiveness of these Amended
and Restated Articles of Incorporation. Each Director shall serve until the
election and qualification of a successor or until such Director's earlier
resignation, death, or removal from office. Upon the expiration of the term of
office for each class of Directors, the Directors of such class shall be
elected for a term of three (3) years, to serve until the election and the
qualification of their successors or until their earlier resignation, death, or
removal from office.
Section 8.3. Directors. The names and classes of those persons who
are to serve as the Directors of the Corporation following the effectiveness of
these Amended and Restated Articles of Incorporation are set forth below. The
address for each such director is 1007 Slater Road, Morrisville, North
Carolina 27560.
CLASS I
S. Epes Robinson
Vacancy to be filled by Board of Directors
Vacancy to be filled by Board of Directors
CLASS II
David H. Smith, M.D.
Paul A. Stark, Ph.D.
John G. Fryer, Ph.D.
CLASS III
Richard H. Thompson
Chester W. Douglass, Ph.D.
Dennis B. Gillings, Ph.D.
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Section 8.4. Removal of Directors. Any Director, or the entire Board
of Directors, may be removed from office at any time, with or without cause,
but only by the affirmative vote of the holders of at least sixty-six and two-
thirds percent (66-2/3%) of the voting power of all of the shares of capital
stock of the Corporation then entitled to vote generally in the election of
Directors. If a Director was elected by the holders of the class or series of
capital stock, or of a group of such classes or series, only members of that
voting group may participate in the vote to remove him.
Section 8.5. Vacancies. Any vacancy occurring in the Board of
Directors, including, without limitation, a vacancy resulting from an increase
in the number of Directors or from the failure by the shareholders to elect
the full authorized number of Directors, shall be filled only by the Board of
Directors or, if the Directors remaining in office constitute fewer than quorum
of the Board, by the affirmative vote of a majority of the remaining Directors
or by the sole remaining Director. If the vacant office was held by a Director
elected by holders of one class or series of capital stock, or of a group of
such classes or series, only the remaining Director or Directors elected by
that voting group are entitled to fill the vacancy.
Section 8.6. Factors to be Considered by the Directors. In connection
with the exercise of its or his judgement in determining what is in the best
interests of the Corporation and its shareholders, the Board of Directors of
the Corporation, any
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committee of the Board of Directors, or any individual director may, but shall
not be required to, in addition to considering the long-term and short-term
interests of the shareholders, consider any of the following factors and any
other factors and any other factors which it or he deems relevant: (i) the
social and economic effects of the matter to be considered on the Corporation
and its subsidiaries, its and their employees, clients, and creditors, and the
communities in which the Corporation and its subsidiaries operate or are
located; and (ii) when evaluating a business combination or a proposal by
another Person or Persons to make a business combination or a tender or
exchange offer or any other proposal relating to a potential change of control
of the Corporation (x) the business and financial condition and earnings
prospects of the acquiring Person or Persons, including, but not limited to,
debt service and other existing financial obligations, financial obligations to
be incurred in connection with the acquisition, and other likely financial
obligations of the acquiring Person or Persons, and the possible effect of such
conditions upon the Corporation and its subsidiaries and the communities in
which the Corporation and its subsidiaries operate or are located, (y) the
competence, experience, and integrity of the acquiring Person or Persons and
its or their management, and (z) the prospects for successful conclusion of the
business combination, offer or proposal. The provisions of this Section shall
be deemed solely to grant discretionary authority to the directors and shall
not be deemed to provide to any constituency the right to be considered. As
used in
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this Section, the term "Person" means any individual, partnership, firm,
corporation, limited liability company, association, trust, unincorporated
organization or other entity; when two or more Persons act as a partnership,
limited partnership, syndicate, or other group acting in concert for the purpose
of acquiring, holding, voting or disposing of securities of the Corporation,
such partnership, limited partnership, syndicate or group shall also be deemed a
"Person" for purposes of this Section.
ARTICLE IX
Section 9.1. Approval of Business Combinations. With regard to any
Business Combination (as defined in Section 9.5(b)) between the Corporation and
any other corporation, person, or other entity, excluding its Subsidiaries (as
defined in Section 9.5(g)) except as provided in section 9.5(b), such Business
Combination must be approved only as follows unless otherwise more restrictively
required by applicable North Carolina law:
(a) The Business Combination must be approved by resolution adopted by
affirmative vote of a majority of a quorum of the Board of Directors;
(b) In addition to the Board approval specified in section 9.1(a), the
Business Combination must receive one of the following levels of shareholder
approval:
(1) To the extent a shareholder's vote is required by law, at a
special or annual meeting of shareholders by an affirmative vote of the
shareholders holding at least a majority of the shares of capital stock of the
Corporation issued and
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outstanding and entitled to vote thereon if such Business Combination has
received the prior approval by resolution adopted by an affirmative vote of at
least sixty-six and two-thirds percent (66 2/3%) of the full Board of Directors
before such Business Combination is submitted for approval to the shareholders;
or
(2) At a special or annual meeting of shareholders by an
affirmative vote of the shareholders holding at least sixty-six and two-thirds
percent (66-2/3%) of the shares of capital stock of the Corporation issued and
outstanding and entitled to vote thereon if such Business Combination has
received the prior approval by resolution adopted by an affirmative vote of a
majority of a quorum (but less than sixty-six and two-thirds percent (66-2/3%))
of the Board of Directors; and
(c) If the Business Combination is to be approved pursuant to Section
9.1(b)(2), the Business Combination as approved must grant to shareholders not
voting to approve the Business Combination the rights set forth in Section 9.2.
Section 9.2. Fair Price. When any Business Combination above is
approved pursuant Section 9.1(b)(2), any shareholder not voting to approve the
Business Combination may elect to sell his shares for cash to the Corporation at
their "Fair Price" (as defined in Section 9.5(f)), upon so notifying the
Corporation in writing within twenty (20) days after receiving written
notification of his rights hereunder and that the Business Combination was
approved by the Corporation's shareholders. The Corporation shall have ten (10)
days after receipt of the
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shareholder's tender of shares to make payment in cash. Tender of shares may be
made simultaneously with, or after, the shareholder's written notification that
he is electing to be paid the Fair Price of his shares. The Business
Combination shall not be consummated until all shareholders electing to sell
their shares for cash to the Corporation at their Fair Price pursuant to this
Article IX have been paid in full by the Corporation.
Section 9.3 Certain Restrictions on Business Combinations.
Notwithstanding any other provision of this Article IX, prior to the
consummation of any Business Combination between the Corporation and a Control
Person (as defined in Section 9.5(c)):
(a) such Control Person shall not have received the benefit, directly or
indirectly (except proportionately as a shareholder), of any loans, advances,
guarantees, pledges or other financial assistance tax credits provided by the
Corporation; and
(b) there shall have been no increase or reduction in the annual rate of
dividends paid on the Corporation's common stock after the Control Person became
such (except as necessary to reflect any subdivision of the common stock),
unless such increase or reduction has been approved by a majority of
Disinterested Directors (as defined in Section 9.5(e)).
Section 9.4. Amendments to Articles of Incorporation. Amendments to
these Articles of Incorporation shall be adopted only upon receiving the
affirmative vote of the holders of at least sixty-six and two-thirds percent (66
2/3%) of all the shares of capital stock of the Corporation issued and
outstanding and
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entitled to vote thereon; provided, however, that if such amendment shall have
received prior approval by resolution adopted by an affirmative vote of a
majority of Disinterested Directors, then the affirmative vote of the holders of
at least a majority of all the shares of capital stock of the Corporation issued
and outstanding and entitled to vote, or such greater percentage approval as
required by North Carolina law, shall be sufficient to amend these Articles of
Incorporation.
Section 9.5. Definitions. As used in this Article IX, the following
terms shall have the following meanings:
(a) "Affiliate," as used in defining "Control Person," shall mean a
corporation, person, group, or other entity that directly or indirectly
controls, is controlled by, or is under common control with the Control Person.
(b) "Business Combination" shall mean (i) any merger or consolidation of
the Corporation into any other corporation, person, group or other entity where
the Corporation is not the surviving or resulting entity; (ii) any merger or
consolidation of the Corporation with or into any Control Person or with any
corporation, person, group or other entity where the merger or consolidation is
proposed by or on behalf of a Control Person; (iii) any sale, lease, exchange,
transfer, hypothecation or other disposition of all or substantially all of the
assets of the Corporation: (iv) any sale, lease, exchange, transfer,
hypothecation or other disposition of a Substantial Part (as defined in Section
9.5(h)) of the assets of the Corporation to a
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Control Person, whether in a single transaction or in related transactions; (v)
the issuance of any securities of the Corporation to a Control Person; (vi) the
acquisition by the Corporation of any securities of a Control Person unless
such acquisition commences prior to the person becoming a Control Person or is
an attempt to prevent the Control Person from obtaining greater control of the
Corporation; (vii) the acquisition by the Corporation of all or substantially
all of the assets of any Control Person or any corporation, person, group or
other entity where the acquisition is proposed by or on behalf of a Control
Person; (viii) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation which is proposed by or on behalf of a Control
Person; (ix) any reclassification of securities (including any reverse stock
split), or recapitalization of the Corporation which has the effect, directly
or indirectly, of increasing the proportionate share of the outstanding shares
of any class of equity or convertible securities of the Corporation which is
beneficially owned or controlled by a Control Person; (x) any of the
transactions described in this definition of Business Combination which are
between the Corporation and any of its Subsidiaries and which are proposed by
or on behalf of any Control Person; or (xi) any agreement, plan, contract or
other arrangement providing for any of the transactions described in this
definition of Business Combination.
(c) "Control Person" shall mean and include any corporation, person,
group or other entity which, together with its Affiliates
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prior to a Business Combination beneficially owns (as the term is defined by
federal securities law) ten percent (10%) or more of the shares of any class of
equity or convertible securities of the Corporation, and any Affiliate of any
such corporation, person, group or other entity; provided, however, any
corporation, person, group or other entity which, together with its Affiliates,
prior to January 1, 1994 beneficially owned (as the term is defined by federal
securities law) ten percent (10%) or more of the shares of any class of equity
or convertible securities of the Corporation, and any Affiliate of any such
corporation, person, group or other entity shall not be considered to be a
Control Person for the purposes hereof.
(d) "Corporation shall mean Quintiles Transnational, Corp. and its
Subsidiaries, or any one of them, and their successors.
(e) "Disinterested Director" shall mean any member of the Board of
Directors of the Corporation who is unaffiliated with, and not a nominee of, a
Control Person and was a member of the Board of Directors prior to the time a
Control Person became such, and any successor of a Disinterested Director who is
unaffiliated with, and not a nominee of, a Control Person and who is recommended
to succeed a Disinterested Director by a majority of Disinterested Directors
then on the Board of Directors.
(f) "Fair Price" shall mean the highest of the following: (i) the
highest price per share paid for the Corporation's shares during the four years
immediately preceding the Section 9.1(b)(2) vote of shareholders by any
shareholder who, at the time of the
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Section 9.1 (b)(2) shareholder vote, beneficially owned five percent (5%) or
more of the Corporation's common stock and who, in whole or in part, votes
in favor of the Business Combination; (ii) the cash value of the highest price
per share previously offered pursuant to a tender offer to the shareholders of
the Corporation within the four years immediately preceding the Section
9.1(b)(2) shareholder vote; and (iii) the highest price per share (including
brokerage commissions, soliciting dealers' fees and dealer-management
compensation) paid by a Control Person in acquiring any of its holdings of the
Corporation's common stock.
(g) "Subsidiaries" shall mean any entity in which the Corporation
owns, directly or indirectly, a majority of the voting interests.
(h) "Substantial Part" shall mean more than ten percent (10%) of the
total assets of the Corporation, as of the end of the Corporation's most
recent fiscal year prior to the time the determination is being made.
ARTICLE X
The Board of Directors shall have the power to adopt, amend, alter,
change, and repeal the Bylaws of the Corporation. In addition to any
requirements of the Bylaws and the North Carolina Business Corporation Act as
in effect from time to time (and notwithstanding the fact that a lesser
percentage may be specified by the Bylaws or the North Carolina Business
Corporation Act), the affirmative vote of the holders of at least sixty-six and
two-thirds percent (66-2/3%) of the voting power of all the shares
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of capital stock of the Corporation then entitled to vote generally in the
election of directors, voting together as a single class, shall be required
for the shareholders of the Corporation to adopt, amend, alter, change, or
repeal the Bylaws of the Corporation.
ARTICLE XI
Except to the extent that the North Carolina General Statutes prohibit
such limitation or elimination of liability of directors for breaches of duty,
no director of the Corporation shall have any personal liability arising out of
an action whether by or in the right of the Corporation or otherwise for
monetary damages for breach of any duty as a director. No amendment to or
repeal of this article shall apply to or have any effect on the liability or
alleged liability of any director of the Corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.
The provisions of this article shall not be deemed to limit or preclude
indemnification of a director by the Corporation for any liability that has not
been eliminated by the provisions of this article.
ARTICLE XII
Section 12.1. Opt-Out of North Carolina Shareholder Protection Act.
The provisions of the North Carolina Shareholder Protection Act, as amended
from time to time, shall not be applicable to the Corporation.
Section 13.2. Opt-Out of North Carolina Control Share Acquisition Act.
The provisions of the North Carolina Control
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Share Acquisition Act, as amended from time to time, shall not be applicable to
the Corporation.
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ARTICLES OF AMENDMENT
OF
QUINTILES TRANSNATIONAL, CORP.
The undersigned corporation hereby submits these Articles of Amendment
for the purpose of amending its Amended and Restated Articles of Incorporation:
1. The name of the corporation is Quintiles Transnational, Corp.
2. The Amended and Restated Articles of Incorporation of the
corporation are hereby amended as follows:
Article I is hereby amended so that the name of the corporation
is QUINTILES TRANSNATIONAL CORP.
3. The foregoing amendment was adopted on November 3, 1994 by the
corporation's board of directors without shareholder action,
which was not required because N.C. Gen. Stat. Section 55-10-02
permits a corporation's board of directors to make minor changes
to the corporation's name.
This is the 7th day of March, 1995.
QUINTILES TRANSNATIONAL, CORP.
By: /s/ Santo J. Costa
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Santo J. Costa
President
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State of North Carolina
Department of the Secretary of State
ARTICLES OF AMENDMENT
OF THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
QUINTILES TRANSNATIONAL CORP.
Pursuant to Section 55-10-06 of the General Statutes of North Carolina,
the undersigned corporation hereby submits the following Articles of Amendment
for the purpose of amending its Amended and Restated Articles of Incorporation.
I. The name of the corporation is Quintiles Transnational Corp.
II. The text of the amendment adopted is as follows:
"Article IV, Section 4.1 of the Amended and Restated Articles
of Incorporation of Quintiles Transnational Corp. should be amended
and restated to read in full as follows:
Section 4.1. Total Number of Shares of Stock. The total
number of shares of capital stock of all classes that the
Corporation shall have the authority to issue is 225,000,000
shares. The authorized capital stock is divided into
25,000,000 shares of preferred stock, having $.01 par value
(the "Preferred Stock"), and 200,000,000 shares of common
stock, having $.01 par value (the "Common Stock")."
III. The foregoing amendment was adopted on the 24th day of October,
1996, by the board of directors of the corporation, and approved by the
shareholders of the corporation at a special meeting held on November 26, 1996,
as required by Section 55-10-03 of the General Statutes of North Carolina.
IV. These articles shall be effective upon filing.
IN WITNESS WHEREOF, the corporation has caused this instrument to be
duly executed as of the 9th day of December, 1996.
QUINTILES TRANSNATIONAL CORP.
By: /s/ Gregory D. Porter
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Gregory D. Porter
Vice President, General Counsel
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State of North Carolina
Department of the Secretary of State
ARTICLES OF AMENDMENT
OF THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
QUINTILES TRANSNATIONAL CORP.
Pursuant to Section 55-10-06 of the General Statutes of North Carolina,
the undersigned corporation hereby submits the following Articles of Amendment
for the purpose of amending its Amended and Restated Articles of Incorporation.
I. The name of the corporation is Quintiles Transnational Corp.
II. The text of the amendment adopted is as follows:
"RESOLVED, that Article IV, Section 4.1 of the Amended and
Restated Articles of Incorporation of Quintiles Transnational Corp.
should be amended to read in full as follows:
Section 4.1. Total Number of Shares of Stock. The total
number of shares of capital stock of all classes that the
Corporation shall have the authority to issue is 525,000,000
shares. The authorized capital stock is divided into
25,000,000 shares of preferred stock, having $.01 par value
(the "Preferred Stock"), and 500,000,000 shares of common
stock, having $.01 par value (the "Common Stock")."
III. The foregoing amendment was adopted on February 4, 1999, by the
board of directors of the corporation, and approved by the shareholders of the
corporation at a special meeting held on March 30, 1999, as required by Section
55-10-03 of the General Statutes of North Carolina.
IV. These articles shall be effective upon filing.
IN WITNESS WHEREOF, the corporation has caused this instrument to be
duly executed as of the 20th day of April, 1999.
QUINTILES TRANSNATIONAL CORP.
By: /s/ Gregory D. Porter
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Gregory D. Porter
Executive Vice President, Chief
Administrative and Legal Officer