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Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SUPERIOR UNIFORM GROUP, INC.
Superior Uniform Group, Inc., a corporation organized and existing
under the General Corporation Law of the State of Florida (the "Corporation"),
does hereby certify:
I. The Corporation, pursuant to the provisions of Section 607.1007 of
the Florida Business Corporation Act (the "Act"), hereby adopts these Amended
and Restated Articles of Incorporation (the "Restated Articles"), which
accurately restate and integrate the original Articles of Incorporation of the
Corporation filed on May 27, 1997 and all amendments thereto.
II. The Restated Articles do not contain amendments requiring
shareholder approval, pursuant to Section 607.1005 of the Act, as the
Corporation has yet to issue any of its shares. The Restated Articles, and all
amendments contained herein, were duly and unanimously approved and adopted by
the directors of the Corporation on February 6, 1998, pursuant to Section
607.1005 of the Act.
III. The original Articles of Incorporation and all amendments and
supplements thereto are hereby superseded by the Restated Articles, which are
as follows:
1. NAME. The name of the corporation is Superior
Uniform Group, Inc. (the "Corporation").
2. CORPORATE ADDRESS AND REGISTERED OFFICE AND AGENT. The
principal office of the Corporation is located at 10099 Seminole Boulevard,
Seminole, Florida, 33772. The address of the Corporation's registered office in
the State of Florida is 10099 Seminole Boulevard, Seminole, Florida, 33772. The
name of its registered agent at such address is Michael Benstock.
3. PURPOSE. The nature of the business and the purpose for
which the Corporation is formed are to engage in any lawful act or activity for
which a corporation may be organized under the Act.
4. AUTHORIZED SHARES. The total number of shares of all
classes of capital stock which the Corporation shall have the authority to
issue is fifty million, three hundred thousand (50,300,000) shares, consisting
of (i) fifty million (50,000,000) shares of common stock, $.001 value per share
(the "Common Stock"), and (ii) three hundred thousand (300,000) shares of
preferred stock, $.001 value per share (the "Preferred Stock"). The
designation, powers, preferences and relative participating, optional or other
special rights and the qualifications, limitations and restrictions thereof in
respect of each class of capital stock of the Corporation are as follows:
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A. PREFERRED STOCK. Subject to the limitation
that, if the stated dividends and amounts payable on liquidation are not paid
in full, all the preferred shares shall participate ratably in the payment of
dividends including accumulations, if any, in accordance with the sum which
would be payable on such shares if all dividends were declared and paid in full,
and in any distribution of assets, other than by way of dividends, in
accordance with the sums which would be payable on distribution if all sums
payable were discharged in full, the designations, relative rights, preferences
and limitations of each series of the preferred shares shall be fixed from time
to time by the Board of Directors of the Corporation. Without limiting the
generality of the foregoing, the Board of Directors shall have the power (a) to
fix the number of shares to be included in any series, (b) to fix the
distinctive designation of any particular series, (c) to fix the dividend rate
payable per annum in respect of any series and whether such dividend shall be
cumulative or noncumulative, (d) to fix the amounts per share which any series
shall be entitled to receive in case of the redemption thereof in case of the
voluntary liquidation, distribution or sale of assets, dissolution or
winding-up of the Corporation, (e) to fix the right, if any, of the holders of
any series of preferred shares to convert the same into any other class of
shares and the terms and conditions of such conversion, (f) to fix the terms of
the sinking fund or purchase account, if any, to be provided for any series, and
(g) to fix the voting rights, if any.
B. COMMON STOCK. Each common share shall be
entitled to one vote per share. The common stock shall be subject to such prior
and superior rights of the holders of the preferred shares of each series as the
Board of Directors may fix as hereinbefore provided.
5. NAME AND MAILING ADDRESS OF INCORPORATOR. The name and
mailing address of the incorporator is James C. Rowe, 100 2nd Avenue South,
Suite 400N, St. Petersburg, Florida 33701.
6. MISCELLANEOUS.
A. SHAREHOLDERS' MEETINGS. Unless otherwise
prescribed by law, special meetings of the shareholders, for any purpose or
purposes, may be called by the Chairman of the Board of Directors, by the
President, or by the Board of Directors, and shall be called by the President or
the Secretary at the request in writing of a majority of the Directors.
B. BYLAWS. Provided they are not inconsistent
with the law or this Certificate of Incorporation, the Bylaws of the Corporation
may contain provisions relating to the business of the Corporation, transfer of
its shares, declaration and payment of dividends, nomination of directors,
meetings of shareholders and directors and any other matters relating to the
business and affairs of the Corporation. The Board of Directors from time to
time, may adopt, amend, repeal or supplement the Bylaws; provided, nevertheless,
that the shareholders may, at a meeting, amend or repeal any Bylaw so adopted by
the affirmative vote of a majority of the shares issued and outstanding and
entitled to vote thereon; and provided further that the Board of Directors shall
take no action in conflict with any Bylaw so adopted by the shareholders.
C. PREEMPTIVE RIGHTS. No holder of shares of
the Corporation of
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any class, now or hereafter authorized, shall have any preferential or
preemptive right to subscribe for, purchase or receive any shares of the
Corporation of any class, now or hereafter authorized, or any options or
warrants for such shares, or any rights to subscribe to or purchase such
shares, or any securities convertible into or exchangeable for such shares,
which may at any time be issued, sold, or offered for sale by the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
as of this 17th day of April, 1998.
SUPERIOR UNIFORM GROUP, INC.
/s/ Gerald M. Benstock
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Gerald M. Benstock,
Chairman of the Board
and Chief Executive Officer
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