SEC Info - IQVIA Holdings Inc., et al. - ‘S-4’ on 1/5/24

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IQVIA Holdings Inc., et al. – ‘S-4’ on 1/5/24 – ‘EX-3.9’

On: Friday, 1/5/24, at 4:33pm ET · Accession #: 1193125-24-3405 · File #s: 333-276404, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24, -25, -26, -27, -28, -29, -30, -31, -32, -33, -34, -35

Previous ‘S-4’: ‘S-4/A’ on 8/11/16 · Next & Latest: ‘S-4/A’ on 1/18/24 · 23 References:

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent

1/05/24 IQVIA Holdings Inc. S-4 84:6.3M Donnelley … Solutions/FA
Q Squared Solutions Holdings LLC
Innovex Merger Corp.
Med-Vantage, Inc.
BuzzeoPDMA LLC
Data Niche Associates, Inc.
IQVIA Inc.
IMS Software Services Ltd.
Intercontinental Medical Statistics International, Ltd.
IQVIA BioSciences Holdings, LLC
IQVIA Biotech LLC
IQVIA Chinametrik Inc.
IQVIA Commercial Finance Inc.
IQVIA Commercial India Holdings Corp.
IQVIA Commercial Trading Corp.
IQVIA Government Solutions Inc.
QCare Site Services, Inc.
IQVIA Trading Management Inc.
IQVIA RDS Latin America LLC
IQVIA RDS Inc.
IQVIA RDS Asia Inc.
IQVIA Phase One Services LLC
IQVIA Pharma Services Corp.
IQVIA Pharma Inc.
IQVIA Medical Education Inc.
IQVIA Medical Communications & Consulting, Inc.
IQVIA Transportation Services Corp.
IQVIA CSMS US Inc.
RX India, LLC
Targeted Molecular Diagnostics, LLC
ValueMedics Research, LLC
VCG&A, Inc.
VCG-Bio, Inc.
Q Squared Solutions LLC
Outcome Sciences, LLC
Benefit Holding, Inc.

Registration Statement – Securities for a Merger — Form S-4 — SA’33

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration Statement - Securities for a Merger    HTML    946K 
 9: EX-3.10     Articles of Incorporation/Organization or Bylaws    HTML     95K 
10: EX-3.11     Articles of Incorporation/Organization or Bylaws    HTML     42K 
11: EX-3.12     Articles of Incorporation/Organization or Bylaws    HTML     51K 
12: EX-3.13     Articles of Incorporation/Organization or Bylaws    HTML     44K 
13: EX-3.14     Articles of Incorporation/Organization or Bylaws    HTML     81K 
14: EX-3.15     Articles of Incorporation/Organization or Bylaws    HTML     41K 
15: EX-3.16     Articles of Incorporation/Organization or Bylaws    HTML     52K 
16: EX-3.17     Articles of Incorporation/Organization or Bylaws    HTML     33K 
17: EX-3.18     Articles of Incorporation/Organization or Bylaws    HTML     60K 
18: EX-3.19     Articles of Incorporation/Organization or Bylaws    HTML     34K 
19: EX-3.20     Articles of Incorporation/Organization or Bylaws    HTML     61K 
20: EX-3.21     Articles of Incorporation/Organization or Bylaws    HTML     42K 
21: EX-3.22     Articles of Incorporation/Organization or Bylaws    HTML     51K 
22: EX-3.23     Articles of Incorporation/Organization or Bylaws    HTML     59K 
23: EX-3.24     Articles of Incorporation/Organization or Bylaws    HTML     51K 
24: EX-3.25     Articles of Incorporation/Organization or Bylaws    HTML     39K 
25: EX-3.26     Articles of Incorporation/Organization or Bylaws    HTML     51K 
26: EX-3.27     Articles of Incorporation/Organization or Bylaws    HTML     42K 
27: EX-3.28     Articles of Incorporation/Organization or Bylaws    HTML     55K 
28: EX-3.29     Articles of Incorporation/Organization or Bylaws    HTML     60K 
 2: EX-3.3      Articles of Incorporation/Organization or Bylaws    HTML     60K 
29: EX-3.30     Articles of Incorporation/Organization or Bylaws    HTML     47K 
30: EX-3.31     Articles of Incorporation/Organization or Bylaws    HTML     62K 
31: EX-3.32     Articles of Incorporation/Organization or Bylaws    HTML     61K 
32: EX-3.33     Articles of Incorporation/Organization or Bylaws    HTML     75K 
33: EX-3.34     Articles of Incorporation/Organization or Bylaws    HTML     54K 
34: EX-3.35     Articles of Incorporation/Organization or Bylaws    HTML     41K 
35: EX-3.36     Articles of Incorporation/Organization or Bylaws    HTML     81K 
36: EX-3.37     Articles of Incorporation/Organization or Bylaws    HTML     47K 
37: EX-3.38     Articles of Incorporation/Organization or Bylaws    HTML     80K 
38: EX-3.39     Articles of Incorporation/Organization or Bylaws    HTML     45K 
 3: EX-3.4      Articles of Incorporation/Organization or Bylaws    HTML     68K 
39: EX-3.40     Articles of Incorporation/Organization or Bylaws    HTML     48K 
40: EX-3.41     Articles of Incorporation/Organization or Bylaws    HTML     35K 
41: EX-3.42     Articles of Incorporation/Organization or Bylaws    HTML     83K 
42: EX-3.43     Articles of Incorporation/Organization or Bylaws    HTML    188K 
43: EX-3.44     Articles of Incorporation/Organization or Bylaws    HTML     83K 
44: EX-3.45     Articles of Incorporation/Organization or Bylaws    HTML     42K 
45: EX-3.46     Articles of Incorporation/Organization or Bylaws    HTML    150K 
46: EX-3.47     Articles of Incorporation/Organization or Bylaws    HTML     56K 
47: EX-3.48     Articles of Incorporation/Organization or Bylaws    HTML     58K 
48: EX-3.49     Articles of Incorporation/Organization or Bylaws    HTML     44K 
 4: EX-3.5      Articles of Incorporation/Organization or Bylaws    HTML     33K 
49: EX-3.50     Articles of Incorporation/Organization or Bylaws    HTML     51K 
50: EX-3.51     Articles of Incorporation/Organization or Bylaws    HTML     62K 
51: EX-3.52     Articles of Incorporation/Organization or Bylaws    HTML     66K 
52: EX-3.53     Articles of Incorporation/Organization or Bylaws    HTML     31K 
53: EX-3.54     Articles of Incorporation/Organization or Bylaws    HTML     59K 
54: EX-3.55     Articles of Incorporation/Organization or Bylaws    HTML     43K 
55: EX-3.56     Articles of Incorporation/Organization or Bylaws    HTML     66K 
56: EX-3.57     Articles of Incorporation/Organization or Bylaws    HTML     35K 
57: EX-3.58     Articles of Incorporation/Organization or Bylaws    HTML     45K 
58: EX-3.59     Articles of Incorporation/Organization or Bylaws    HTML     65K 
 5: EX-3.6      Articles of Incorporation/Organization or Bylaws    HTML     81K 
59: EX-3.60     Articles of Incorporation/Organization or Bylaws    HTML     54K 
60: EX-3.61     Articles of Incorporation/Organization or Bylaws    HTML     32K 
61: EX-3.62     Articles of Incorporation/Organization or Bylaws    HTML     49K 
62: EX-3.63     Articles of Incorporation/Organization or Bylaws    HTML     96K 
63: EX-3.64     Articles of Incorporation/Organization or Bylaws    HTML     77K 
64: EX-3.65     Articles of Incorporation/Organization or Bylaws    HTML     56K 
65: EX-3.66     Articles of Incorporation/Organization or Bylaws    HTML     93K 
66: EX-3.67     Articles of Incorporation/Organization or Bylaws    HTML     50K 
67: EX-3.68     Articles of Incorporation/Organization or Bylaws    HTML     48K 
68: EX-3.69     Articles of Incorporation/Organization or Bylaws    HTML     33K 
 6: EX-3.7      Articles of Incorporation/Organization or Bylaws    HTML     30K 
69: EX-3.70     Articles of Incorporation/Organization or Bylaws    HTML     46K 
70: EX-3.71     Articles of Incorporation/Organization or Bylaws    HTML     35K 
71: EX-3.72     Articles of Incorporation/Organization or Bylaws    HTML     82K 
 7: EX-3.8      Articles of Incorporation/Organization or Bylaws    HTML     41K 
 8: EX-3.9      Articles of Incorporation/Organization or Bylaws    HTML     61K 
72: EX-4.8      Instrument Defining the Rights of Security Holders  HTML    732K 
73: EX-4.9      Instrument Defining the Rights of Security Holders  HTML    725K 
74: EX-5.1      Opinion of Counsel re: Legality                     HTML     40K 
75: EX-5.2      Opinion of Counsel re: Legality                     HTML     42K 
76: EX-5.3      Opinion of Counsel re: Legality                     HTML     48K 
77: EX-10.1     Material Contract                                   HTML    121K 
78: EX-10.2     Material Contract                                   HTML    121K 
79: EX-22.1     Published Report re: Matters Submitted to a Vote    HTML     39K 
                of Security Holders                                              
80: EX-23.1     Consent of Expert or Counsel                        HTML     30K 
81: EX-25.1     Statement of Eligibility to Act as a Trustee        HTML    104K 
84: EX-FILING FEES  Filing Fees                                     HTML     48K 
82: EX-99.1     Miscellaneous Exhibit                               HTML     78K 
83: EX-99.2     Miscellaneous Exhibit                               HTML     47K

‘EX-3.9’ — Articles of Incorporation/Organization or Bylaws

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

EX-3.9

Exhibit 3.9

ARTICLES OF INCORPORATION

DATA NICHE ASSOCIATES, INC.

TO:	Secretary of State

State of Illinois

Corporation Department

Springfield, Illinois 62756

I, the incorporator, being a person, for the purpose of forming a corporation under The Business Corporation Act of 1983 (Ill. Rev. Stat., ch. 32, par. 1.01 et seq.), do hereby adopt the following Articles of Incorporation:

ARTICLE I

1.1. Name. The name of the corporation is DATA NICHE ASSOCIATES, INC.

ARTICLE II

2.1. Purposes. The purposes for which the corporation is organized are:

To gather, compile and sell pharmaceutical marketing information.

To acquire, own, buy, sell, mortgage, pledge, assemble, manufacture, exchange, lease as lessor, hire as lessee, and otherwise deal in and with personal property and goods of every kind and description.

To acquire, own, buy, sell, mortgage, lease as lessor, let as lessee, improve, manage, operate and otherwise deal in and with real property or any interest therein.

To engage in the transaction of any or all lawful businesses for which corporations may be incorporated under The Business Corporation Act of 1983 (Ill. Rev. Stat., ch. 32, par. 1.01 et seq.).

ARTICLE III

3.1. Initial registered office and agent. The address of the corporation’s initial registered office is 1580 South Milwaukee Avenue, Suite 500, Libertyville, Illinois 60048.

3.2. The name of the corporation’s initial registered agent at that office is Alan E. Basford.

ARTICLE IV

4.1. Class of shares. The corporation is authorized to issue ten thousand (10,000) shares in only one class designated as common without par value.

ARTICLE V

5.1. Issued shares. The number of shares, in one class only, which the corporation proposes to issue without further report to the Secretary of State, itemized by class, series and par value, if any, and the consideration to be received by the corporation therefor are:


Class:		Common

Series:		None

Par Value		NPV

Number of shares to be issued:		1,000

Total consideration:		$1,000.00

ARTICLE VI

6.1. Duration. The duration of the corporation is perpetual.

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made on the foregoing Articles of Incorporation are true.

Executed on Date: August 29, 1991.

/s/ Alan E. Basford

Alan E. Basford

Incorporator

1580 S. Milwaukee Ave., Ste. 500

Libertyville, Illinois 60048

(708) 680-1818

ARTICLES OF AMENDMENT

FILED

NOV 14 2002

JESSE WHITE

SECRETARY OF STATE

1.	CORPORATE NAME: DATA NICHE ASSOCIATES, INC.

(Note 1)

2.	MANNER OF ADOPTION OF AMENDMENT:


The following amendment of the Articles of Incorporation was adopted on October 1, 2002 ,
		(Month & Day)
inthe manner indicated below. (“X” one box only)
(Year)

☐

By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected;

(Note 2)

☐

By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;

(Note 2)

☐

By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;

(Note 3)

☐

By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;

(Note 4)

☐

By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;

(Notes 4 & 5)

☒

(Note 5)

3.	TEXT OF AMENDMENT:

When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.

Article I: The name of the corporation is:

N/A

(NEW NAME)

All changes other than name, include on page 2

(over)

Text of Amendment

(If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.)

SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF.

Page 2

The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change’’)

attached hereto and made part hereof.

5.	(a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change’’)

NO CHANGE

(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”)

NO CHANGE


	Before Amendment	After Amendment
Paid-in Capital	$	$

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6.	The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.


Dated	OCTOBER 30, 2002		DATA NICHE ASSOCIATES, INC.
	(Month & Day) (Year)		(Exact Name of Corporation at date of execution)

attested by	/s/ *BIPIN K. SHAH, SECRETARY*	by	/s/ *BIPIN K. SHAH, PRESIDENT*
	(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)
	BIPIN K. SHAH, SECRETARY		BIPIN K. SHAH, PRESIDENT
	(Type or Print Name and Title)		(Type or Print Name and Title)

7.	If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.


Dated ,
(Month & Day) (Year)

Page 3

NOTES and INSTRUCTIONS


NOTE 1:	State the true exact corporate name as it appears on the records of the office of the Secretary of State, BEFORE any amendments herein reported.

NOTE 2:	Incorporators are permitted to adopt amendments ONLY before any shares have been issued and before any directors have been named or elected. (§ 10.10)

NOTE 3:	Directors may adopt amendments without shareholder approval in only seven instances, as follows:

	(a)	to remove the names and addresses of directors named in the articles of incorporation;

	(b)	to remove the name and address of the initial registered agent and registered office, provided a statement pursuant to § 5.10 is also filed;

	(c)	to increase, decrease, create or eliminate the par value of the shares of any class, so long as no class or series of shares is adversely affected.

	(d)	to split the issued whole shares and unissued authorized shares by multiplying them by a whole number, so long as no class or series is adversely affected thereby;

	(e)	to change the corporate name by substituting the word “corporation”, “incorporated”, “company”, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.” for a similar word or abbreviation in the name, or by adding a geographical attribution to the name;

	(f)	to reduce the authorized shares of any class pursuant to a cancellation statement filed in accordance with § 9.05,

	(g)	to restate the articles of incorporation as currently amended. (§ 10.15)

NOTE 4:	All amendments not adopted under § 10.10 or § 10.15 require (1) that the board of directors adopt a resolution setting forth the proposed amendment and (2) that the shareholders approve the amendment.

	Shareholder approval may be (1) by vote at a shareholders’ meeting (either annual or special) or (2) by consent, in writing, without a meeting.

	To be adopted, the amendment must receive the affirmative vote or consent of the holders of at least 2/3 of the outstanding shares entitled to vote on the amendment (but if class voting applies, then also at least a 2/3 vote within each class is required).

	The articles of incorporation may supersede the 2/3 vote requirement by specifying any smaller or larger vote requirement not less than a majority of the outstanding shares entitled to vote and not less than a majority within each class when class voting applies. (§ 10.20)

NOTE 5:	When shareholder approval is by consent, all shareholders must be given notice of the proposed amendment at least 5 days before the consent is signed. If the amendment is adopted, shareholders who have not signed the consent must be promptly notified of the passage of the amendment. (§§ 7.10 & 10.20)

Page 4

ATTACHMENT A TO THE

ILLINOIS ARTICLES OF AMENDMENT OF

DATA NICHE ASSOCIATES, INC.

WHEREAS, the Board of Directors of DATA NICHE ASSOCIATES, INC., an Illinois corporation (the “Corporation”), recommends and the shareholders agree, that Article Four, Number 4.1. of the Articles of Incorporation of the Corporation filed with the Illinois Secretary of State on September 5, 1991, be amended to (i) authorize two classes of stock, respectively, Class A Voting Common and Class B Non-Voting Common Stock; and (ii) authorize to issue an additional ELEVEN THOUSAND (11,000) shares of common stock; (iii) of which ONE THOUSAND (1,000) shares shall be common Class A Voting Common Stock, no par value and TEN THOUSAND (10,000) shares of common Class B Non-Voting Common Stock, no par value of which stock shall have the identical distribution, liquidation and other rights as the Class A Voting, except for voting rights items (i), (ii) and (iii) are collectively hereinafter referred to as the “Amendment”); and

WHEREAS, the undersigned deem it to be in the best interests of the Corporation that at the time of filing the Amendment becomes effective, each outstanding share of common stock shall be exchanged for ONE (1) share of Class A Voting Common Sock and TEN (10) shares of Class B Nonvoting Common Stock (the “Stock Issuance”).

RESOLVED, that the Amendment and Stock Issuance be, and they hereby are, authorized and approved;

FURTHER RESOLVED, that following the Amendment, the authorized shares of the common stock of the Corporation shall be as follows:


CLASS	SERIES	AUTHORIZED NUMBER OF SHARES	PAR VALUE PER SHARE	ISSUED # OF SHARES
Class A Voting Common	None	1,000	NPV	951
Class B Non-Voting Common	None	10,000	NPV	9,510

FURTHER RESOLVED, that Bipin K. Shah, as President of the Corporation, be, and he hereby is, authorized, empowered and directed to execute and deliver, in the name and on behalf of the Corporation, any and all such documents and instruments, and to do all such acts and things as shall be necessary or appropriate to give effect to the foregoing resolutions.

Dates Referenced Herein

This ‘S-4’ Filing	Date	Other Filings

Filed on:	1/5/24	None on these Dates
	10/30/02
	10/1/02
		List all Filings

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/15/24  IQVIA Holdings Inc.               10-K       12/31/23  163:19M
 1/18/24  IQVIA Holdings Inc.               S-4/A                  4:1.1M                                   Donnelley … Solutions/FA
 1/16/24  SEC                               UPLOAD¶     2/21/24    2:56K  Outcome Sciences, LLC

20 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/28/23  IQVIA Holdings Inc.               8-K:1,2,8,911/28/23   12:2.8M                                   Donnelley … Solutions/FA
11/01/23  IQVIA Holdings Inc.               10-Q        9/30/23   83:7.2M
 9/26/23  IQVIA Holdings Inc.               8-K:5,7,9   9/24/23   11:156K                                   Donnelley … Solutions/FA
 8/01/23  IQVIA Holdings Inc.               10-Q        6/30/23   84:7.2M
 5/23/23  IQVIA Holdings Inc.               8-K:1,2,9   5/23/23   12:1.7M                                   Donnelley … Solutions/FA
 5/19/23  IQVIA Holdings Inc.               8-K:8,9     5/18/23   12:171K                                   Donnelley … Solutions/FA
 4/28/23  IQVIA Holdings Inc.               10-Q        3/31/23   78:6.3M
 4/18/23  IQVIA Holdings Inc.               8-K:1,2,9   4/17/23   11:2.5M
 4/18/23  IQVIA Holdings Inc.               8-K:5,9     4/18/23   12:417K                                   Broadridge Fin’l So… Inc
 2/27/23  IQVIA Holdings Inc.               DEF 14A               12:24M                                    Labrador Co./FA
 2/15/23  IQVIA Holdings Inc.               10-K       12/31/22  153:19M
 2/13/23  IQVIA Holdings Inc.               8-K:5,9     2/13/23   11:354K
 4/14/22  IQVIA Holdings Inc.               8-K:5,9     4/12/22   12:436K
 3/03/21  IQVIA Holdings Inc.               8-K:1,2,9   3/03/21   13:1.3M
 6/24/20  IQVIA Holdings Inc.               8-K:1,2,9   6/24/20   13:1.4M
 8/13/19  IQVIA Holdings Inc.               8-K:1,2,9   8/08/19   13:1M                                     Donnelley … Solutions/FA
 5/10/19  IQVIA Holdings Inc.               8-K:1,2,9   5/10/19    2:628K                                   Donnelley … Solutions/FA
 9/19/17  IQVIA Holdings Inc.               8-K:1,2,9   9/14/17    5:2.3M                                   Donnelley … Solutions/FA
10/03/16  IQVIA Holdings Inc.               8-K:1,2,3,5 9/30/16   17:4.2M                                   Donnelley … Solutions/FA
 4/26/13  IQVIA Holdings Inc.               S-1/A¶                 9:5.7M                                   Donnelley … Solutions/FA

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Filing Submission 0001193125-24-003405 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)