Exhibit 3.1
ARTICLES OF RESTATEMENT
OF THE ARTICLES OF INCORPORATION
OF
USANA HEALTH SCIENCES, INC.
Pursuant to and in accordance with the provisions of Section 16-10a-1007 of
the Utah Revised Business Corporation Act, as amended (the "Act"), the
undersigned, being the acting Corporate Secretary of USANA Health Sciences,
Inc., a Utah corporation (the "Corporation"), hereby declares and certifies as
follows:
1. The name of the Corporation is USANA Health Sciences, Inc.
2. Attached hereto as Exhibit "A" and incorporated herein by
reference is a true and correct copy of the full text of the
Amended and Restated Articles of Incorporation of the Corporation
(the "Amended and Restated Articles"), which contain two
amendments to the existing Articles of Incorporation of the
Corporation.
3. The full text of the first amendment (the "First Amendment") to
the Articles of Incorporation of the Corporation is as follows:
"ARTICLE V
LIMITATION OF LIABILITY OF DIRECTORS
To the fullest extent permitted by the Act or any other applicable law as
the same now exists or as it may hereafter be amended, a director of this
Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for any action taken or any failure to
take any action as a director, except liability for:
(a) the amount of a financial benefit received by a director to which
he is not entitled;
(b) an intentional infliction of harm on the corporation or the
shareholders;
(c) a violation of Section 16-10a-842 of the Act (unlawful
distributions); or
(d) an intentional violation of criminal law.
Neither an amendment nor repeal of this Article V, nor the adoption of any
provision of the Corporation's Articles of Incorporation that are
inconsistent with this Article V, shall eliminate or reduce the effect of
this Article V with respect to any matter that occurs or any action or
proceeding that accrues or arises prior to such amendment or repeal of this
Article V or the adoption of a provision in these Articles that is
inconsistent with this Article V."
4. The full text of the second amendment (the "Second Amendment,"
and together with the First Amendment, the "Amendments") to the
Articles of Incorporation of the Corporation is as follows:
"ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the fullest extent permitted by the Act or any other applicable law as
the same now exists or as it may hereafter be amended, (i) the Corporation
shall indemnify any person who has been made or who has been threatened to
be made a party to any action, suit, or proceeding (whether formal or
informal, or whether civil, criminal, administrative, or investigative) for
all liabilities and expenses incurred by such person in connection with
such action, suit, or proceeding by reason of the fact that he (or his
estate or personal representative) is or was a director or officer of the
Corporation or any predecessor of the Corporation or serves or served, at
the request of the Corporation, as a director, officer, partner, trustee,
employee, fiduciary, or agent of another domestic or foreign corporation,
of another person or entity, or of an employee benefit plan, and (ii) the
Corporation shall advance such expenses to such person in advance of a
final disposition of such action, suit, or proceeding.
Neither an amendment nor repeal of this Article VI, nor the adoption of any
provision of the Corporation's Articles of Incorporation that is
inconsistent with this Article VI, shall eliminate or reduce the effect of
this Article VI with respect to any matter that occurs or any action or
proceeding that accrues or arises prior to such amendment or repeal of this
Article VI or the adoption of a provision in these Articles that is
inconsistent with this Article VI."
5. The Amendments do not provide for an exchange, reclassification,
or cancellation of issued shares of the Corporation.
6. The Amendments were unanimously approved by the Board of
Directors of the Corporation at a meeting held on February 7,
2006, in accordance with the Act. The Amendments were approved at
a meeting of shareholders by a majority of the votes cast on the
Amendments, as follows:
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- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
Designation of No. of No. of Votes Votes Cast For Votes Cast Votes
Stock Oustanding Represented at the First Against the Abstaining from
Shares and the Meeting Amendment First Amendment Vote on First
Votes Entitled Amendment
to Be Cast
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
Common Stock 18,499,698 16,959,060 16,734,109 157,988 66,963
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
Designation of No. of No. of Votes Votes Cast For Votes Cast Votes
Stock Oustanding Represented at the Second Against the Abstaining from
Shares and the Meeting Amendment Second Vote on Second
Votes Entitled Amendment Amendment
to Be Cast
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
Common Stock 18,499,698 16,959,060 16,785,304 102,140 71,616
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
7. The Amended and Restated Articles, which include the Amendments
approved by the holders of the Corporation's Common Stock, were
unanimously adopted by the Board of Directors of the Corporation
at a meeting held on February 7, 2006, in accordance with the
Act.
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IN WITNESS WHEREOF, these Articles of Restatement have been executed this
19th day of April, 2006.
USANA HEALTH SCIENCES, INC.,
a Utah corporation
By
-----------------------------
Gilbert A. Fuller
Corporate Secretary
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MAILING ADDRESS
---------------
If, upon completion of filing of the above Articles of Restatement, the
Division elects to send a copy of the Articles of Restatement to the Corporation
by mail, the address to which the copy should be mailed is:
Gil Fuller
CFO and Secretary
USANA Health Sciences, Inc.
3838 West Parkway Boulevard
Salt Lake City, UT 84120
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Exhibit "A" to Articles of Restatement
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
USANA HEALTH SCIENCES, INC.
Pursuant to and in accordance with Sections 16-10a-1007 and 16-10a-1003 of
the Utah Revised Business Corporation Act, as amended (the "Act"), the following
are the Amended and Restated Articles of Incorporation of USANA Health Sciences,
Inc., a Utah corporation:
ARTICLE I
NAME
----
The name of this corporation is USANA Health Sciences, Inc. (the
"Corporation").
ARTICLE II
CORPORATE PURPOSES
------------------
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the Utah Revised Business
Corporation Act.
ARTICLE III
CAPITALIZATION
--------------
The aggregate number of shares the Corporation is authorized to issue shall
be Fifty Million (50,000,000) shares of common stock. All such shares shall have
a $0.001 par value per share and shall be offered and sold at such price and on
such terms as the directors of the Corporation may, in their sole discretion and
consistent with applicable laws, deem appropriate. Each share shall entitle the
holder hereof to one (1) vote on each matter submitted to a vote at a meeting of
the shareholders or otherwise requiring the approval of the Corporation's
shareholders. All stock of the corporation shall be of the same class and shall
have the same rights and preferences. The stock of the Corporation shall be
issued as fully paid and the private property of the shareholders shall not be
liable for the debts, obligations or liabilities of the Corporation. Fully paid
stock of this Corporation shall not be liable for any further call or
assessment.
ARTICLE IV
REGISTERED OFFICE AND REGISTERED AGENT
--------------------------------------
The street address of the registered office of the Corporation is 111 East
Broadway, Suite 900, Salt Lake City, Utah 84111. The name of the registered
agent at that address is Kevin R. Pinegar.
ARTICLE V
LIMITATION OF LIABILITY OF DIRECTORS
------------------------------------
To the fullest extent permitted by the Act or any other applicable law as
the same now exists or as it may hereafter be amended, a director of this
Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for any action taken or any failure to take
any action as a director, except liability for:
(a) the amount of a financial benefit received by a director to which he
is not entitled;
(b) an intentional infliction of harm on the corporation or the
shareholders;
(c) a violation of Section 16-10a-842 of the Act (unlawful
distributions); or
(d) an intentional violation of criminal law.
Neither an amendment nor repeal of this Article V, nor the adoption of any
provision of the Corporation's Articles of Incorporation that are inconsistent
with this Article V, shall eliminate or reduce the effect of this Article V with
respect to any matter that occurs or any action or proceeding that accrues or
arises prior to such amendment or repeal of this Article V or the adoption of a
provision in these Articles that is inconsistent with this Article V.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
To the fullest extent permitted by the Act or any other applicable law as
the same now exists or as it may hereafter be amended, (i) the Corporation shall
indemnify any person who has been made or who has been threatened to be made a
party to any action, suit, or proceeding (whether formal or informal, or whether
civil, criminal, administrative, or investigative) for all liabilities and
expenses incurred by such person in connection with such action, suit, or
proceeding by reason of the fact that he (or his estate or personal
representative) is or was a director or officer of the Corporation or any
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predecessor of the Corporation or serves or served, at the request of the
Corporation, as a director, officer, partner, trustee, employee, fiduciary, or
agent of another domestic or foreign corporation, of another person or entity,
or of an employee benefit plan, and (ii) the Corporation shall advance such
expenses to such person in advance of a final disposition of such action, suit,
or proceeding.
Neither an amendment nor repeal of this Article VI, nor the adoption of any
provision of the Corporation's Articles of Incorporation that is inconsistent
with this Article VI, shall eliminate or reduce the effect of this Article VI
with respect to any matter that occurs or any action or proceeding that accrues
or arises prior to such amendment or repeal of this Article VI or the adoption
of a provision in these Articles that is inconsistent with this Article VI.
[End of Amended and Restated Articles]
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