<PAGE>
EXHIBIT - 3.3 AMENDED ARTICLES OF INCORPORATION
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
USANA, INC.
----------
(Hereafter USANA Health Sciences, Inc.)
Pursuant to and in accordance with the provisions of Section 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, 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
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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 $.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 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. All stock of the Corporation shall be of
the same class and shall have the same rights and preferences. The capital
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 to any further call or assessment.
ARTICLE IV
REGISTERED OFFICE AND REGISTERED AGENT
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The street address of the initial registered office of the Corporation is
3838 West Parkway Boulevard, Salt Lake City, UT 84120. The name and address of
the registered agent is Kevin R. Pinegar, 111 East Broadway, Suite 900, Salt
Lake City, Utah 84111, whose signature is set forth on the signature page of
these Amended and Restated Articles of Incorporation.
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ARTICLE V
RESTATEMENT OF ARTICLES OF INCORPORATION
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These Amended and Restated Articles of Incorporation supersede the original
Articles of Incorporation and all amendments thereto. Authority was given to
the officers of the Corporation named herein to file these Amended and Restated
Articles of Incorporation containing the name change of the Corporation with the
Utah State Department of Commerce, Division of Corporations and Commercial Code
pursuant to the Unanimous Written Consent of the Directors of the Corporation
dated May 22, 2000, subject to approval by a majority of the shareholders of the
Corporation, and in accordance with the requirements of the Act and the Bylaws
of the Corporation. A notice of solicitation for consent of the name change of
the Corporation was sent to the shareholders and as of June 26, 2000, a majority
of the shareholders voted in favor of filing these Amended and Restated Articles
of Incorporation adopting the name change, effective June 26, 2000, pursuant to
the voting results as indicated below:
<TABLE>
<CAPTION>
DESIGNATION NO. OF NO. OF VOTES VOTES CAST VOTES CAST
OF STOCK OUTSTANDING CAST FOR AGAINST
SHARES ADOPTION ADOPTION
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common 9,693,037 8,529,945 8,487,313 42,628
-------------------------------------------------------------------------------------
</TABLE>
Such votes cast were sufficient for approval of the name change contained in the
Amended and Restated Articles of Incorporation of the Corporation.
Authority was also given to the officers of the corporation named herein to
file these Amended and Restated Articles of Incorporation containing an increase
in the par value of the stock of the Corporation with the Utah State Department
of Commerce, Division of Corporations and Commercial Code pursuant to the
Unanimous Written Consent of the Directors of the Corporation dated May 22,
2000, subject to approval by a majority of the shareholders of the Corporation,
and in accordance with the requirements of the Act and the Bylaws of the
Corporation. At a meeting of the shareholders held on May 24, 2000, a majority
of the shareholders voted in favor of adopting such amendment to the Articles of
Incorporation increasing the par value of the stock of the Corporation,
effective upon filing of such Amended and Restated Articles of Incorporation,
pursuant to the voting results as indicated below:
<TABLE>
<CAPTION>
DESIGNATION NO. OF NO. OF VOTES VOTES CAST VOTES CAST
OF STOCK OUTSTANDING CAST FOR AGAINST
SHARES ADOPTION ADOPTION
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common 9,796,037 8,093,919 8,079,667 2,850
-------------------------------------------------------------------------------------
</TABLE>
Such votes cast were sufficient for approval of the increase of par value of the
stock of the Corporation contained in the Amended and Restated Articles of
Incorporation of the Corporation.
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IN WITNESS WHEREOF, the undersigned, being the Sr. Vice President and
Secretary of the Corporation, does hereby execute these Amended and Restated
Articles of Incorporation and certifies to the truth of the facts herein stated,
as of the 27th day of June, 2000.
USANA, Inc.
By: /s/ Gilbert A. Fuller
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Gilbert A. Fuller
Sr. Vice President and Secretary
ACKNOWLEDGMENT OF REGISTERED AGENT
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The undersigned, Kevin R. Pinegar, hereby acknowledges that he has been
appointed as registered agent of USANA, Inc., a Utah corporation, and hereby
agrees to act as registered agent of said Corporation.
/s/ Kevin R. Pinegar
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Kevin R. Pinegar, Registered Agent
