Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - UNIFI INC | g25107e8vk.htm |
Exhibit 3.1
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
Charles F. McCoy
Vice President & Secretary
[Corporate Seal]