EXHIBIT 3.1
 
                          CERTIFICATE OF INCORPORATION
                                       OF
                             SFBC INTERNATIONAL,INC.
 
         1. The name of the corporation is SFBC International, Inc.(the
"Company").
 
         2. The address of its registered office in the State of Delaware,
County of New Castle, is 1013 Centre Road, Wilmington, Delaware 19805-1297. The
name of its registered agent at such address is Corporation Service Company.
 
         3. The nature of the business or purposes to be conducted or promoted
to engage in any lawful act or activity for which corporations may be organized
under the Delaware General Corporation Law.
 
         4. The total number of shares of stock of all classes and series the
Company shall have authority to issue is 25,000,000 shares, consisting of (i)
20,000,000 shares of common stock, par value $0.001 per share, and (ii)
5,000,000 shares of preferred stock, par value $0.10.
 
         5. The name and mailing address of the incorporator is as follows:
 
                     Peter A. Savarese
                     1645 Palm Beach Lakes Blvd., Suite 550
                     West Palm Beach, Florida 33401
 
         6. The name and mailing address of each person who is to serve as a
director until the first annual meeting of the stockholders or until a successor
is elected and qualified, is as follows:
 
NAME                              MAILING ADDRESS
 
Dr. Lisa Krinsky                  11190 Biscayne Blvd.
                                  Miami, Florida 33181
 
Dr. Leonard I. Weinstein          11190 Biscayne Blvd.
                                  Miami, Florida 33181
 
Arnold Hantman                    11190 Biscayne Blvd.
                                  Miami, Florida 33181
 
         7. The corporation is to have perpetual existence.
 
 
<PAGE>
 
         8. The Company reserves the right to amend, alter, change or repeal any
provision contained in this certificate of incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
 
         9. No director of this Company shall be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director. Nothing in this Section 9 shall serve to eliminate or limit the
liability of a director (a) for any breach of the director's duty of loyalty to
this Company or its stockholders, (b) for acts or omissions not in good faith or
which involves intentional misconduct or a knowing violation of law, (c) under
Section 174 of the Delaware General Corporation Law, or (d) for any transaction
from which the director derived an improper personal benefit. If the Delaware
General Corporation Law is amended after approval by the stockholders to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Company shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.
 
         Any repeal or modification of the foregoing paragraph by the
stockholders of the Company shall not adversely affect any right or protection
of a director of the Company existing at the time of such repeal or
modification.
 
         10. (a) Each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any action, suit or proceeding
(except as provided in Section 10(f)) whether civil, criminal or administrative,
(a "Proceeding"), or is contacted by any governmental or regulatory body in
connection with any investigation or inquiry (an "Investigation"), by reason of
the fact that he or she is or was a director or executive officer (as such term
is utilized pursuant to interpretations under Section 16 of the Securities
Exchange Act of 1934) of the Company or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans (an "Indemnitee"), whether the basis of such
Proceeding or Investigation is alleged action in an official capacity or in any
other capacity as set forth above shall be indemnified and held harmless by the
Company to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Company to
provide broader indemnification rights than such law permitted the Company to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
Indemnitee in connection therewith and such indemnification shall continue as to
an
 
 
<PAGE>
 
Indemnitee who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the Indemnitee's heirs, executors and
administrators. The right to indemnification conferred in this Section shall be
a contract right and shall include the right to be paid by the Company the
expenses incurred in defending any such Proceeding in advance of its final
disposition (an "Advancement of Expenses"); provided, however, that such
Advancement of Expenses shall be made only upon delivery to the Company of an
undertaking, by or on behalf of such Indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal that such Indemnitee is not entitled
to be indemnified for such expenses under this Section or otherwise (an
"Undertaking").
 
                   (b) If a claim under Section 10(a) is not paid in full by the
Company within 60 days after a written claim has been received by the Company,
except in the case of a claim for an Advancement of Expenses, in which case the
applicable period shall be 20 days, the Indemnitee may at any time thereafter
bring suit against the Company to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit or in a suit brought by the
Company to recover an Advancement of Expenses pursuant to the terms of an
Undertaking, the Indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In
 
                  (i) any suit brought by the Indemnitee to enforce a right to
                  indemnification hereunder (but not in a suit brought by the
                  Indemnitee to enforce a right to an Advancement of Expenses)
                  it shall be a defense that, and
 
                  (ii) any suit by the Company to recover an Advancement of
                  Expenses pursuant to the terms of an Undertaking the Company
                  shall be entitled to recover such expenses upon a final
                  adjudication that,
 
the Indemnitee has not met the applicable standard of conduct set forth in the
Delaware General Corporation Law. Neither the failure of the Company (including
its board of directors, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such suit that indemnification
of the Indemnitee is proper in the circumstances because the Indemnitee has met
the applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Company (including its board of
directors, independent legal counsel, or its stockholders) that the Indemnitee
has not met such applicable standard of conduct or, in the case of such a suit
brought by the Indemnitee, be a defense to such suit. In any suit brought by the
Indemnitee to enforce a right hereunder, or by the Company to recover an
Advancement of Expenses pursuant to the terms of an undertaking, the burden of
proving that the Indemnitee is not entitled to be indemnified or
 
<PAGE>
 
to such Advancement of Expenses under this Section or otherwise shall be on the
Company.
 
                   (c) The rights to indemnification and to the Advancement of
Expenses conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, this
certificate of incorporation, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
 
                  (d) The Company may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Company or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Company would have
the power to indemnify such person against such expense, liability or loss under
the Delaware General Corporation Law.
 
                  (e) The Company may, to the extent authorized from time to
time by the board of directors, grant rights to indemnification and to the
Advancement of Expenses, to any employee or agent of the Company to the fullest
extent of the provisions of this Section with respect to the indemnification and
Advancement of Expenses of directors, and executive officers of the Company.
 
                  (f) Notwithstanding the indemnification provided for by this
Section 10, the Company's bylaws, or any written agreement, such indemnity shall
not include any expenses, liabilities or losses incurred by such Indemnitees
relating to or arising from any Proceeding in which the Company asserts a direct
claim (as opposed to a stockholders' derivative action) against the Indemnitees,
whether such claim by the Company is termed a complaint, counterclaim,
crossclaim, third-party complaint or otherwise.
 
         I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the Delaware General Corporation
Law, do make this certificate, hereby declaring and certifying that this is my
act and deed and the facts herein stated are true, and accordingly have hereunto
set my hand this 22nd day of March, 1999.
 
                                             /s/ PETER A. SAVARESE
                                             -------------------------------
                                             Peter A. Savarese, Incorporator
 
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>7
<TEXT>
 
                                                                     EXHIBIT 3.2
 
                 FIRST AMENDMENT TO CERTIFICATE OF INCORPORATION
                                       OF
                            SFBC INTERNATIONAL, INC.
 
         This First Amendment to the Certificate of Incorporation of SFBC
International, Inc. (the "Company") is made pursuant to Sections 228 and 242 of
the Delaware General Corporation Law (the "DGCL"). This First Amendment has been
adopted by the unanimous written consent of the Company's directors and the
written consent of stockholders representing a majority of the Company's
outstanding stock entitled to vote.
 
         1. Section 4 of the Certificate of Incorporation is amended in its
entirety to read as follows:
 
                  4. The total number of shares of stock of all classes and
         series the Company shall have authority to issue is 25,000,000 shares,
         consisting of (i) 20,000,000 shares of common stock, par value $0.001
         per share, and (ii) 5,000,000 shares of preferred stock, par value
         $0.10.
 
                           (a) Effective upon the filing of the First Amendment
                  to Certificate of Incorporation, the outstanding shares of
                  common stock shall be combined in a four-for-five reverse
                  stock split where every five shares of the Company's common
                  stock outstanding shall be combined into four shares of the
                  same class. No fractional shares shall be issued. In lieu of
                  fractional shares, each fractional share shall receive the
                  fair value of the fractional share in cash or as otherwise
                  provided for in section 155 of the DGCL.
 
         I, THE UNDERSIGNED, HEREBY ACKNOWLEDGE that I have read the foregoing
First Amendment to the Certificate of Incorporation and affirm and acknowledge
under penalty of perjury that the instrument is the act and deed of the Company,
and that all facts contained therein are true and correct.
 
Dated: June __, 1999                SFBC International, Inc.
 
 
                               By:
                                    ---------------------------------------
                                    Arnold Hantman, Chief Executive Officer
 

 

                                                                     EXHIBIT 3.3
 
                            CERTIFICATE OF CORRECTION
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                            SFBC INTERNATIONAL, INC.
 
This Certificate of Correction to the Certificate of Incorporation of SFBC
International, Inc. (the "Company") is made pursuant to Section 103 of the
Delaware General Corporation Law (the "DGCL"). This Certificate of Correction is
being made to correct the inadvertent omission of language relating to the
description of preferred stock in the Certificate of Incorporation filed on
March 23, 1999. Upon the filing of this Certificate of Correction, the language
contained herein shall become a part of the Certificate of Incorporation and
shall be effective as of the date of its original filing as stated above.
 
         1. Section 4 of the Certificate of Incorporation is corrected by adding
the language contained below:
 
         The Preferred Stock is subject to issuance by the board of directors
(the "Board") in one or more series and classes by the filing a certificate
pursuant to the applicable law of the State of Delaware. The Preferred Stock
shall have such powers, preferences, designations, rights, qualifications,
limitations or restrictions as may be decided upon by the Company's board of
directors. Except as expressly limited by Section 228 and 242, DGCL, as amended
from time to time, or its successor legislation, as amended from time to time,
the authority of the Board with respect to each series shall include, but not be
limited to, determination of the following:
 
                  (i) Whether that series or class shall have voting rights, in
         addition to the voting rights provided by law, and if so, the terms of
         such voting rights;
 
                  (ii) The number of shares constituting that series or class
         and the distinctive designation of that series;
 
                  (iii) The dividend rate on the shares of that series or class,
         whether dividends shall be cumulative, and if so, from which date or
         dates, and the relative rights of priority, if any, are paid on
         dividends on shares of that series or class;
 
                  (iv) Whether that series or class shall have conversion
         privileges, and if so, the terms and conditions of such conversion,
         including provision for adjustment of the conversion rate in such
         events as the Board shall determine;
 
                  (v) Whether or not the shares of that series or class shall be
         redeemable, and if so, the terms and conditions of such redemption,
         including the date or dates upon or after which they shall be
         redeemable, and the amount per share payable in case of redemption,
         which amount may vary under different conditions and at different
         redemption dates;
 
<PAGE>
 
                  (vi) Whether that series or class shall have a sinking fund
         for the redemption or purchase of shares of that series or class, and
         if so, the terms and amount of such sinking fund;
 
                  (vii) The rights of the shares of that series or class in the
         event of voluntary or involuntary liquidation, dissolution or winding
         up of the Company, and the relative rights of priority, if any, of
         payment of shares of that series or class; and
 
                  (viii) Any other relative rights, preferences and limitations
         of that series or class.
 
         I, THE UNDERSIGNED, HEREBY ACKNOWLEDGE that I have read the foregoing
Certificate of Correction to the Certificate of Incorporation and affirm and
acknowledge under penalty of perjury that the instrument is the act and deed of
the Company, and that all facts contained therein are true and correct.
 
Dated: October __, 2000                SFBC International, Inc.
 
 
                                    By: /s/ ARNOLD HANTMAN
                                       -----------------------------------------
                                        Arnold Hantman, Chief Executive Officer
 

 

 

CERTIFICATE OF AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION
OF
SFBC INTERNATIONAL, INC.

     The undersigned, for purposes of amending the Certificate of Incorporation (the “Certificate”) of SFBC International, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

     FIRST: The name of the Corporation is SFBC International, Inc. (the “Corporation”).

     SECOND: The original Certificate was first filed with the Office of the Secretary of State of the State of Delaware on March 23, 1999.

     THIRD: That Article FIRST of the Certificate is hereby amended to read, in its entirety, as follows:

     “The name of this corporation is PharmaNet Development Group, Inc.”

     FOURTH: That the foregoing amendment was duly adopted by the Board of Directors and by the stockholders of the Corporation in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

* * * * * * *

 


 

     IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of the Corporation, does hereby execute this Certificate of Amendment to the Certificate of Incorporation this 24th day of August, 2006.

 

 

 

 

 

 

 

 

 

By:  

/s/ Jeffrey P. McMullen  

 

 

 

Name:  

Jeffrey P. McMullen 

 

 

 

Title:  

Chief Executive Officer