RESTATED CERTIFICATE OF INCORPORATION

 

                                       OF

 

                                   UNIFI, INC.

 

                UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW

 

      THE UNDERSIGNED, Robert A. Ward and Clifford Frazier, Jr., being

respectively the Executive Vice President and Secretary of Unifi, Inc., pursuant

to Section 807 of the Business Corporation Law of the State of New York, hereby

restate, certify, and set forth:

 

      (1)   The name of the Corporation is Unifi, Inc.. The name under which the

Corporation was formed is Automated Environmental Systems, Inc.

 

      (2)   A Certificate of Incorporation of Unifi, Inc. was filed by the

Department of State on the 18th day of January, 1969, under the name Automated

Environmental Systems, Inc. A Restated Certificate of Incorporation was filed by

the Department of State on the 6th day of November, 1990, a Certificate of

Amendment was filed by the Department of State on the 13th day of November,

1991, and a Certificate of Amendment was filed by the Department of State on the

20th day of January, 1994.

 

      (3)   The text of the Certificate of Incorporation is hereby restated

without amendment or change to read as herein set forth in full:

 

<PAGE>

 

      "FIRST: The name of the Corporation shall be Unifi, Inc.

 

      SECOND: The purposes for which the Corporation is formed are to texture,

prepare, buy, sell, deal in, trade, import, export, and generally deal in

synthetic and natural yarns of every type and description.

 

      To dye and finish, knit, buy, sell, acquire, import, export, manufacture,

prepare and generally deal in as dyers and finishers, knitters, manufacturers,

converters, jobbers, purchasers, or as agents in all types and forms of knitted

fabrics including, without limitation, polyesters, acetates, nylon, cotton,

wool, rayon, silk, and otherwise with yarn and fabric of every kind and

description; and to generally deal in and with any and all things made wholly or

in part of composition, imitation, or substitutes of any raw or finished

products thereof.

 

      To create, manufacture, contract for, buy, sell, import, export,

distribute, job, and generally deal in and with, whether at wholesale or retail,

and as principal, agent, broker, factor, commission merchant, licensor, licensee

or otherwise, any and all kinds of goods, wares, and merchandise, and, in

connection therewith or independent thereof, to construct, establish, and

maintain, by any manner or means, factories, mills, buying offices, distribution

centers, specialty, and other shops, stores, mail order establishments,

concessions, leased departments, and any and all other departments, sites, and

locations necessary, convenient or useful in the furtherance of any business of

the corporation.

 

      To export from and import into the United States of America and its

territories and possessions, and any and all foreign countries, as principal or

agent, merchandise of every kind and nature, and to purchase, sell, and deal in

and with, at wholesale and retail, merchandise of every kind and nature for

exportation from, and importation into the United States, and to and from all

countries foreign thereto, and for exportation from, and importation into, any

foreign country, to and from any other country foreign thereto, and to purchase

and sell domestic and foreign merchandise in domestic markets, and domestic and

foreign merchandise in foreign markets and to do a general foreign and domestic

exporting and importing business.

 

      To take, lease, purchase, or otherwise acquire, and to own, use, hold,

sell, convey, exchange, lease, mortgage, clear, develop, redevelop, manage,

operate, maintain,

 

<PAGE>

 

control, license the use of, publicize, advertise, promote, and generally deal

in and with, whether as principal, agent, broker, or otherwise, real and

personal property of all kinds, and, without limiting the generality of the

foregoing, stores, shops, markets, supermarkets, departments, and merchandising

facilities, shopping centers, recreational centers, discount centers,

merchandising outlets of all kinds, parking areas, offices and establishments of

all kinds, and to engage in the purchase, sale, lease and rental of equipment

and fixtures for the same and for other enterprises, for itself or on behalf of

others.

 

      To carry on a general mercantile, industrial, investing, and trading

business in all its branches; to devise, invent, manufacture, fabricate,

assemble, install, service, maintain, alter, buy, sell, import, export, license

as licensor or licensee, lease as lessor or lessee, distribute, job, enter into,

negotiate, execute, acquire, and assign contracts in respect of, acquire,

receive, grant, and assign licensing arrangements, options, franchises, and

other rights in respect of, and generally deal in and with, at wholesale or

retail, as principal, and as sales, business, special or general agent,

representative, broker, factor, merchant, distributor, jobber, advisor, or in

any other lawful capacity, goods, wares, merchandise, commodities, and

unimproved, improved, finished, processed, and other real, personal and mixed

property of any kind and all kinds, together with the components, resultants,

and by-products thereof; to acquire by purchase or otherwise own, hold, lease,

mortgage, sell, or otherwise dispose of, erect, construct, make, alter, enlarge,

improve, and to aid or subscribe toward the construction, acquisition, or

improvement of any factories, shops, storehouses, buildings, and commercial and

retail establishments of every character, including all equipment, fixtures,

machinery, implements, and supplies necessary, or incidental to, or connected

with, any of the purposes or business of the corporation; and generally to

perform any and all acts connected therewith or arising therefrom or incidental

thereto, and all acts proper or necessary for the purpose of the business.

 

      THIRD: The office of the Corporation is to be located in the City, County

and State of New York.

 

      FOURTH: The aggregate number of shares of capital stock which the

Corporation shall have the authority to issue is five hundred million shares,

all of which are to consist of one class of common stock only of the par value

of $.10 each.

 

<PAGE>

 

      FIFTH: The Secretary of State is designated as the agent of the

Corporation, upon whom process against it may be served, and the post office

address to which the Secretary of State shall mail a copy of any process against

the Corporation served upon him is:

 

                       c/o KREINDLER & RELKIN, P.C.

                       Attn:  Donald L. Kreindler, Esquire

                       Empire State Building

                       350 Fifth Avenue, 65th Floor

                       New York, New York 10118.

 

      SIXTH: No holder of any shares of any class of the Corporation shall as

such holder have any pre-emptive right or be entitled as a matter of right to

subscribe for or to purchase any other shares or securities of any class which

at any time may be sold or offered for sale by the Corporation.

 

      SEVENTH: The number of Directors shall be fixed in the By-Laws but in no

case shall be less than nine (9), but this number may be increased and

subsequently increased or decreased from time to time by the affirmative vote of

the majority of the Board, except that the number of Directors shall not be less

than nine (9). The Directors shall be divided into three classes designated as

Class 1, Class 2 and Class 3. Each class shall be as nearly equal in number as

possible and no class shall include less than three (3) Directors. The term of

office of the Directors initially classified shall be as follows: Class 1 shall

expire at the next (1992) Annual Meeting of the Shareholders, Class 2 at the

second succeeding (1993) Annual Meeting of the Shareholders and Class 3 shall

expire at the third succeeding (1994) Annual Meeting of the Shareholders. At

each Annual Meeting after such initial Classification, Directors to replace

those whose terms expire at such Annual Meeting shall be elected to hold office

until the third succeeding Annual Meeting of the Shareholders. A Director shall

hold office until the Annual Meeting of the year in which his term expires and

until his successor shall be elected and qualified, subject to prior death,

resignation, retirement, or removal from office.

 

      If the number of Directors is changed pursuant to the By-Laws of the

Corporation after the effective date of this ARTICLE SEVENTH, any newly created

Directorships or any decrease in Directorships shall be apportioned among the

classes so as to make all classes as nearly equal in number as possible. Newly

created Directorships resulting from an increase in the number of Directors and

vacancies caused by

 

<PAGE>

 

death, resignation, retirement, or removal from office, may be filled by the

majority of the Directors present at the meeting, if a quorum is present. If the

number of Directors then in office is less than a quorum, such newly created

Directorships and vacancies may be filled by the affirmative vote of a majority

of the Directors in office. When the number of Directors is increased by the

Board, and the newly created Directorships are filled by the Board, there shall

be no classification of the additional Directors until the next Annual Meeting

of the Shareholders. Any Director elected by the Board to fill a vacancy shall

serve until the next meeting of the Shareholders, at which the election of the

Directors is in the regular order of business, and until his successor is

elected and qualified. In no case will a decrease in the number of Directors

shorten the term of an incumbent Director.

 

      EIGHTH: A Director of the Corporation shall not be liable to the

Corporation or its Shareholders for monetary damages for breach of duty as a

Director, except to the extent such exemption from liability or limitation

thereof is not permitted under the New York Business Corporation Law as the same

exists or may hereafter be amended.

 

      Any repeal or modification of the foregoing paragraph by the Shareholders

of the Corporation shall not adversely affect any right or protection of a

Director of the Corporation existing at the time of such repeal or

modification."

 

      (4)   The restatement of the Certificate of Incorporation was authorized

by resolution duly adopted by the Board of Directors of the Corporation at its

Regular Meeting on July 21, 1994.

 

      IN WITNESS WHEREOF, this Certificate has been subscribed this the 7th day

of September, 1994, by the undersigned, who affirmed that the statements made

herein are true under penalties of perjury.

 

                                            /s/ ROBERT A. WARD

                                            -----------------------------------

                                            Robert A. Ward

                                            Executive Vice President of

                                            Finance and Administration

 

                                            /s/ CLIFFORD FRAZIER, JR.

                                            -----------------------------------

                                            Clifford Frazier, Jr.

                                            Secretary

 

<PAGE>

 

                            CERTIFICATE OF AMENDMENT

 

                     OF THE CERTIFICATE OF INCORPORATION OF

 

                                   UNIFI, INC.

 

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

 

      The undersigned, Vice President and Secretary of Unifi, Inc., hereby

      certifies:

 

      1.    The name of the corporation is UNIFI, INC. (the corporation was

originally named Automated Environmental Systems, Inc.).

 

      2.    A Certificate of Incorporation of Unifi, Inc. was filed by the

Department of State on the 18th day of January, 1969 under the name Automated

Environmental Systems, Inc. A Restated Certificate of Incorporation of Unifi,

Inc. was filed by the Department of State on the 6th day of November, 1990, a

Certificate of Amendment was filed by the Department of State on the 13th day of

November, 1991, a Certificate of Amendment was filed by the Department of State

on the 20th day of January, 1994, and a Restated Certificate of Incorporation of

Unifi, Inc. was filed by the Department of State on the 9th day of September,

1994.

 

      3.    The Restated Certificate of Incorporation of this Corporation is

hereby amended to declassify the Board of Directors of the Corporation, and in

relation thereto ARTICLE SEVENTH of the Restated Certificate of Incorporation is

hereby deleted in its entirety and a new ARTICLE SEVENTH is hereby inserted to

henceforth read as follows:

 

            "SEVENTH: The number of Directors shall be fixed in the By-Laws but

            in no case shall be less than nine (9), but this number may be

            increased and subsequently increased or decreased from time to time

            by the affirmative vote of the majority of the Board, except that

            the number of Directors shall not be less than nine (9). A Director

            shall hold office until his successor shall be elected and

            qualified, subject to prior death, resignation, retirement, or

            removal from office.

 

            Newly created directorships resulting from an increase in the number

            of Directors and vacancies caused by death, resignation, retirement

            or removal from office, may be filled by the vote of a majority of

            the Directors remaining in office. Any Director elected by the Board

            to fill a vacancy shall serve until the next meeting of the

            Shareholders, at which the election of Directors is in the regular

            order of business, and until his successor is elected and qualified.

            In no case will a decrease in the number of Directors shorten the

            term of an incumbent Director."

 

      4.    The foregoing amendment to the Restated Certificate of Incorporation

of this Corporation was authorized by the Board of Directors of the Corporation

on the 4th day of July, 2002, and adopted by the affirmative vote of a majority

of the shares of Unifi, Inc.'s common stock entitled to notice of and to vote at

the Annual Meeting of the Shareholders held on October 23, 2002, a quorum having

been present.

 

<PAGE>

 

      IN WITNESS WHEREOF, this Certificate has been subscribed this the 6th day

of January, 2003, by the undersigned, who affirmed that the statements made

herein are true under penalties of perjury.

 

                                                  UNIFI, INC.

 

                                                  /s/ CHARLES F. MCCOY

                                                  ---------------------------

                                                  Charles F. McCoy

                                                  Vice President & Secretary

 

[CORPORATE SEAL]

 

<PAGE>

 

                            CERTIFICATE OF AMENDMENT

 

                     OF THE CERTIFICATE OF INCORPORATION OF

 

                                   UNIFI, INC.

 

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

 

      The undersigned, Vice President and Secretary of Unifi, Inc., hereby

      certifies:

 

      1.    The name of the corporation is UNIFI, INC. (the corporation was

originally named Automated Environmental Systems, Inc.).

 

      2.    A Certificate of Incorporation of Unifi, Inc. was filed by the

Department of State on the 18th day of January, 1969 under the name Automated

Environmental Systems, Inc. An Amendment of Certificate of Incorporation of

Unifi, Inc. was filed by the Department of State on the 6th day of November,

1990, a Certificate of Amendment was filed by the Department of State on the

13th day of November, 1991, a Certificate of Amendment was filed by the

Department of State on the 20th day of January, 1994, a Restated Certificate of

Incorporation of Unifi, Inc. was filed by the Department of State on the 9th day

of September, 1994, and a Certificate of Amendment was filed by the Department

of State on the 21st day of January, 2003.

 

      3.    The Certificate of Incorporation of this Corporation is hereby

amended to decrease the required minimum number of directors on the Board of

Directors of the Corporation from 9 to 7, and in relation thereto ARTICLE

SEVENTH of the Certificate of Incorporation is hereby deleted in its entirety

and a new ARTICLE SEVENTH is hereby inserted to henceforth read as follows:

 

            "SEVENTH: The number of Directors shall be fixed in the By-Laws but

            in no case shall be less than seven (7), but this number may be

            increased and subsequently increased or decreased from time to time

            by the affirmative vote of the majority of the Board, except that

            the number of Directors shall not be less than seven (7). A Director

            shall hold office until his successor shall be elected and

            qualified, subject to prior death, resignation, retirement, or

            removal from office.

 

            Newly created directorships resulting from an increase in the number

            of Directors and vacancies caused by death, resignation, retirement

            or removal from office, may be filled by the vote of a majority of

            the Directors remaining in office. Any Director elected by the Board

            to fill a vacancy shall serve until the next meeting of the

            Shareholders, at which the election of Directors is in the regular

            order of business, and until his successor is elected and qualified.

            In no case will a decrease in the number of Directors shorten the

            term of an incumbent Director."

 

      4.    The foregoing amendment to the Certificate of Incorporation of this

Corporation was authorized by the Board of Directors of the Corporation on the

23rd day of July, 2003, and adopted by the affirmative vote of a majority of the

shares of Unifi,

 

<PAGE>

 

Inc.'s common stock entitled to notice of and to vote at the Annual Meeting of

the Shareholders held on October 22, 2003, a quorum having been present.

 

      IN WITNESS WHEREOF, this Certificate has been subscribed this the 13th day

of January, 2004, by the undersigned, who affirmed that the statements made

herein are true under penalties of perjury.

 

                                                  UNIFI, INC.

 

                                                  /S/ CHARLES F. McCOY

                                                  ---------------------------

                                                  Charles F. McCoy

                                                  Vice President & Secretary

 

CERTIFICATE OF CHANGE OF UNIFI, INC.

Under Section 805-A of the Business Corporation Law

 

 

 

Filed by:

 

Lowenstein Sandler PC

 

 

1251 Avenue of the Americas

 

 

New York, New York 10020

 

 

(212) 262-6700

 


 

CERTIFICATE OF CHANGE OF UNIFI, INC.

Under Section 805 of the Business Corporation Law

     The undersigned hereby certifies as follows:

     FIRST: The name of the Corporation is UNIFI, INC. (the “Corporation”).

     SECOND: The Certificate of Incorporation of the Corporation was filed with the New York State Department of State on January 8, 1969, under the name Automated Environmental Systems, Inc.

     THIRD: Article FIFTH of the Certificate of Incorporation of the Corporation is hereby amended to change the post office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon him, and to effectuate said change, Article FIFTH of the Certificate of Incorporation of the Corporation is hereby changed to read in its entirety as follows:

“FIFTH: The Secretary of State is designated as the agent of the Corporation upon whom process against it may be served, and the post office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon him is Michael A. Buxbaum, Esq., Lowenstein Sandler PC, 1251 Avenue of the Americas, New York, New York 10020.”

     FOURTH: The foregoing amendment was authorized by the Board of Directors of the Corporation at a meeting duly convened and held.

- 2 -


 

     IN WITNESS WHEREOF, this Certificate of Change has been subscribed this 27th day of July, 2006 by the undersigned, who each hereby affirm under penalties of perjury that the statements made herein are true.

 

 

 

 

 

/s/ BRIAN R. PARKE

 

 

 

 

 

Name: Brian R. Parke

 

 

Title: Chairman, C.E.O. & President

 

 

 

 

 

/s/ CHARLES F. MCCOY

 

 

 

 

 

Name: Charles F. McCoy

 

 

Title: Secretary

 

 

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

UNIFI, INC.

Under Section 805 of the Business Corporation Law

     The undersigned, Vice President and Secretary of Unifi, Inc., hereby certifies:

     1. The name of the corporation is UNIFI, INC. (the “Corporation”) (the Corporation was originally formed under the name Automated Environmental Systems, Inc.).

     2. The date of filing of the Certificate of Incorporation of the Corporation is: January 8, 1969.

     3. The Certificate of Incorporation of the Corporation is hereby amended to effect a 1-for-3 reverse stock split of the Corporation’s common stock, par value $.10 per share, and in relation thereto, ARTICLE FOURTH of the Certificate of Incorporation is hereby amended (the “Amendment”) by the addition of a new paragraph at the end thereof to read as follows:

 

 

“Effective as of the filing of this Certificate of Amendment by the Department of State of the State of New York (the “Effective Time”), each three (3) shares of the Corporation’s common stock, par value $.10 per share (the “Common Stock”) issued and outstanding immediately prior to the Effective Time shall automatically be reclassified and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No fractional shares will be issued in connection with the Reverse Stock Split and in lieu of issuing fractional shares, each holder of Common Stock who would otherwise have been entitled to a fraction of a share by reason of the Reverse Stock Split will be entitled to receive a cash payment without interest, determined by multiplying (i) the fractional share interest to which the holder would otherwise be entitled, after taking into account all shares of Common Stock then held by the holder, and (ii) $14.34, which represents the closing price of the Common Stock as reported on the New York

 


 

 

 

Stock Exchange Inc. on the trading day immediately prior to the Effective Time as adjusted for the Reverse Stock Split ratio.”

     4. Upon the effectiveness of this Amendment, the number of authorized shares of Common Stock and the par value per share will remain unchanged. The number of shares of Common Stock currently issued and outstanding is 60,178,966 and the number of unissued shares of Common Stock is 439,821,034. As a result of the Reverse Stock Split, each of the issued shares of Common Stock will be changed on a one (1) for three (3) basis. In connection with the change in the issued Common Stock, each of the unissued shares of Common Stock will be changed on a 1.0912173541 for one (1) basis. As a result of the Reverse Stock Split, the Company shall have 20,059,655 issued shares of Common Stock, and 479,940,345 unissued shares.

     5. The foregoing Amendment was authorized by vote of the Board of Directors of the Corporation and adopted by the affirmative vote of a majority of all outstanding shares of the Corporation’s common stock entitled to vote at a meeting of the shareholders of the Corporation.

[Remainder of page intentionally left blank.]

 


 

     IN WITNESS WHEREOF, this Certificate of Amendment has been subscribed this the 3rd day of November, 2010, by the undersigned, who affirmed that the statements made herein are true under penalties of perjury.

UNIFI, INC.

/S/ CHARLES F. MCCOY
Charles F. McCoy
Vice President & Secretary

 

[End]