<PAGE>
                                                                     EXHIBIT 3.1
 
                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             WILLCOX & GIBBS, INC.
               UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW
 
    We  the  undersigned, being  officers of  Willcox &  Gibbs, Inc.,  do hereby
certify:
 
    1.   The current  name  of the  Corporation is  Willcox  & Gibbs,  Inc.  The
original name was Willcox & Gibbs Sewing Machine Company.
 
    2.   The Certificate  of Incorporation of  the Corporation was  filed by the
Department of State on the second day of March, 1866.
 
    3.  The Certificate of Incorporation is hereby amended as follows:
 
        a.  to change the name of the Corporation to Rexel, Inc.;
 
        b.  to change the purpose for which the Corporation was formed;
 
        c.  to increase the number of  authorized shares of Common Stock of  the
    Corporation from 35,000,000 to 45,000,000;
 
        d.   to delete the references to  authorized shares of 600,000 par value
    $12 Preferred Stock of the Corporation,  none of which are outstanding,  and
    to  change  references  of  2,000,000 par  value  $1  "Preference"  stock to
    "Preferred" stock;
 
        e.  to delete Article Fourth, which specifies that the Corporation shall
    have perpetual existence,  and to  redesignate Section D,  Article Third  as
    Article Fourth;
 
        f.   to change the  reference in Article Sixth  from "principal place of
    business" to "office"; and
 
        g.  to delete  the provisions setting  forth the terms  of the Series  A
    Junior  Preference Stock and  the Series B Junior  Preference Stock, none of
    which is outstanding. The  text of the Certificate  of Incorporation, as  so
    amended, is hereby restated to read in full as follows:
 
                                     FIRST:
 
    The corporate name of the Corporation is Rexel, Inc.
 
                                    SECOND:
 
    The  purpose for which the Corporation is  formed is to engage in any lawful
act or  activity for  which corporations  may be  organized under  the  Business
Corporation Law, provided that it is not formed to engage in any act or activity
requiring  the consent  or approval  of any  state official,  department, board,
agency or other body, without such consent or approval first being obtained.
 
                                     THIRD:
 
    The aggregate number of shares which the Corporation shall have authority to
issue is forty-seven million (47,000,000), to consist of two million (2,000,000)
shares of  Preferred Stock  having  a par  value of  one  dollar ($1)  each  and
forty-five million (45,000,000) shares of Common Stock having a par value of one
dollar ($1) each.
 
                                       42
<PAGE>
                               A. PREFERRED STOCK
 
    (1)  The Preferred  Stock may  be issued from  time to  time in  one or more
series. Authority  is hereby  expressly granted  to the  Board of  Directors  to
establish  and designate one  or more series  of Preferred Stock  and to fix the
variations in  the relative  rights, preferences  and limitations  of each  such
series, including, but not limited to, the following:
 
        (a)  The number of shares to  constitute such series and the designation
    of the shares of such series.
 
        (b) The dividends, if  any, payable on such  series, the conditions  and
    dates upon which such dividends shall be payable, the preference or relation
    which  such dividends shall bear to the dividends payable on any other class
    or series of stock  and whether such dividends  shall be cumulative and,  if
    so, from what dates.
 
        (c)  Whether the shares of such series shall be subject to redemption by
    the Corporation or  at the  option of  the holder or  both and,  if so,  the
    times, prices and other terms and conditions of such redemption.
 
        (d)  Whether the shares of such series shall be subject to the operation
    of a  purchase,  retirement  or sinking  fund  and,  if so,  the  terms  and
    conditions thereof.
 
        (e)  Whether  the shares  of such  series shall  be convertible  into or
    exchangeable for shares of any other class or series or any other securities
    and, if  so, the  times,  prices, rates,  adjustments  and other  terms  and
    conditions of such conversion or exchange.
 
        (f)  Whether  the shares  of  such series  shall  have voting  rights in
    addition to  any voting  rights  provided by  law  and this  Certificate  of
    Incorporation  and, if  so, the  terms of such  voting rights,  which may be
    general or limited.
 
        (g) The conditions, limitations or  restrictions, if any, on payment  of
    dividends  or the making of distributions on, or the purchase, redemption or
    other acquisition of, any other stock, on the creation of indebtedness or on
    the issue or reissue of any additional stock.
 
        (h) The rights  of the holders  of the  shares of such  series upon  the
    voluntary  or involuntary liquidation, dissolution or winding up of, or upon
    any distribution of the assets of, the Corporation.
 
    (2) Shares  of any  series of  Preferred Stock  which have  been  purchased,
redeemed  (whether through  the operation of  a purchase,  retirement or sinking
fund or  otherwise) or  otherwise reacquired  by the  Corporation or  which,  if
convertible or exchangeable, have been converted into or exchanged for shares of
stock  of any other class or series or any other securities, which are cancelled
by the Board  of Directors,  shall have the  status of  authorized and  unissued
shares  of Preferred Stock and may be reissued  as a part of the series of which
they were originally  a part  or may  be reissued  as part  of a  new series  of
Preferred  Stock to be created by the Board of Directors or as part of any other
series of Preferred  Stock, all  subject to  the conditions  or restrictions  on
issuance  required  by the  resolution or  resolutions adopted  by the  Board of
Directors providing for  the issue  of any series  of Preferred  Stock, by  this
Certificate of Incorporation or by law.
 
                                B. COMMON STOCK
 
    (1)  Each share of Common Stock shall  have one vote and, except as provided
by law or by the resolution or resolutions providing for the issue of any series
of Preferred Stock adopted  by the Board of  Directors as hereinabove  provided,
the  exclusive voting power for  all purposes shall be  vested in the holders of
Common Stock.  The holders  of Common  Stock shall  not have  cumulative  voting
power.
 
                                       43
<PAGE>
    (2)  In  the event  of any  liquidation,  dissolution or  winding up  of the
Corporation, the holders of the Common Stock shall be entitled, after payment or
provision for payment of the debts and other liabilities of the Corporation, and
the amounts to which the  holders of the Preferred  Stock shall be entitled,  to
share ratably in the remaining net assets of the Corporation.
 
                                    FOURTH:
 
    Unless  otherwise provided by the Board of Directors, no holder of shares of
the Corporation  of any  class,  now or  hereafter  authorized, shall  have  any
preemptive  right (as such  holder) to subscribe for  or purchase any securities
now or hereafter authorized by the Corporation, including without limitation any
shares of stock of the Corporation  of any class, any obligations or  securities
of  the  Corporation convertible  into or  exchangeable for  such shares  or any
options, warrants or rights to acquire any of the foregoing.
 
                                     FIFTH:
 
    The following provisions are inserted for the management of the business and
for the conduct of the affairs  of the Corporation, and for further  definition,
limitation  and regulation of the powers of the Corporation and of its directors
and stockholders:
 
    (1) The number of directors of the Corporation (exclusive of directors  (the
"Preferred  Stock Directors") who  may be elected  by the holders  of any one or
more series of  Preferred Stock  which may at  any time  be outstanding,  voting
separately  as a  class or classes)  shall not be  less than nine  nor more than
twelve, the exact number to be fixed  from time to time solely by resolution  of
the  Board of Directors, acting by not less  than a majority of the entire Board
and to be fixed initially at nine.
 
    (2) The Board of Directors (exclusive of Preferred Stock Directors) shall be
divided into three classes; with the term  of office of one class expiring  each
year.  At the  annual meeting  of stockholders in  1983, three  directors of the
first class shall  be elected to  hold office for  a term expiring  at the  1984
annual  meeting, three directors  of the second  class shall be  elected to hold
office for a term expiring at the 1985 annual meeting and three directors of the
third class shall  be elected to  hold office for  a term expiring  at the  1986
annual  meeting. At  each annual meeting  commencing with the  annual meeting of
1984, each class of directors  whose term shall expire  at the meeting shall  be
elected  to  hold  office for  a  three year  term  and until  the  election and
qualification of their respective successors in office. In case of any  increase
in the number of directors (other than Preferred Stock Directors), the number of
directors in each class shall be as nearly equal as possible.
 
    (3)  Subject to  the rights  of the  holders of  any one  or more  series of
Preferred Stock then outstanding, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies in the Board  of
Directors  resulting  from  death,  resignation,  retirement,  disqualification,
removal from office  for cause or  other reason  shall be filled  solely by  the
Board  of Directors, acting by not less than a majority of the directors then in
office. Any director so chosen shall hold office until the next election of  the
class  for which such  director shall be  elected and qualified  (subject to any
requirement of law specifically calling for an earlier vote of stockholders). No
decrease in the  number of  directors shall shorten  the term  of any  incumbent
director.
 
    (4)  Except as  otherwise provided in  Article THIRD of  this certificate of
incorporation with respect to the holders of any one or more series of Preferred
Stock or as otherwise provided by law, special meetings of stockholders for  any
purpose  or  purposes shall  be  called solely  by  resolution of  the  Board of
Directors, acting by not less than a majority of the entire Board, and the power
of stockholders to call a special meeting is specifically denied. The place  and
notice  of any special meeting shall be as set forth in the By-Laws. No business
shall be  transacted and  no corporate  action shall  be taken  other than  that
stated in the notice of meeting at a special meeting of stockholders.
 
    (5)  Subject to  the rights  of the  holders of  any one  or more  series of
Preferred Stock then outstanding, any director or the entire Board of  Directors
of the Corporation may be removed, but
 
                                       44
<PAGE>
such  removal shall be only for cause. At any annual meeting of the stockholders
of the Corporation or at any special meeting of stockholders of the  Corporation
the  notice of which shall state that the  removal of a director or directors is
among the  purposes of  the meeting,  the holders  of stock  of the  Corporation
entitled  to  vote thereon,  by vote  of  a majority  of the  outstanding shares
thereof, may remove such director or directors for cause.
 
    (6) No action required to  be taken or which may  be taken at any annual  or
special  meeting  of stockholders  of  the Corporation  may  be taken  without a
meeting except by unanimous written consent of all stockholders entitled to vote
thereon, and the power of less than all such stockholders to consent in writing,
without such a meeting, to the taking of any action is specifically denied.
 
    (7)  Notwithstanding   any  other   provisions   of  this   Certificate   of
Incorporation  or the By-Laws  of the Corporation  (and notwithstanding the fact
that  a  lesser  percentage  may  be  specified  by  law,  this  Certificate  of
Incorporation  or the By-Laws), the affirmative vote  of the holders of not less
than 75 percent of  the outstanding shares of  capital stock of the  Corporation
entitled to vote generally in the election of directors (which shall mean 75% of
the  votes entitled to be cast by such shares) shall be required (i) to amend or
repeal any provision of this Article FIFTH (including, without limitation,  this
section (7)) or (ii) to adopt any provision in this Certificate of Incorporation
or  the By-Laws of the  Corporation which is inconsistent  with any provision of
this article FIFTH or (iii) in general, to adopt, amend or repeal any  provision
of  the  By-Laws of  the  Corporation relating  to  meetings of  stockholders or
directors (including,  without limitation,  voting  or quorum  requirements)  or
qualification, election or removal of directors or officers.
 
                                     SIXTH:
 
    The  office of  the Corporation  shall be in  the City  of New  York, in the
County of New York, and State of New York.
 
                                    SEVENTH:
 
    The Secretary of the State of New York is hereby designated as the agent  of
the  Corporation upon whom process in any action or proceeding against it may be
served. The address to which the Secretary of State shall mail a copy of process
in any action or proceeding against the Corporation which may be served upon him
is c/o CT Corporation System, 1633 Broadway, New York, New York 10019.
 
                                    EIGHTH:
 
    The affirmative vote  of the  holders of  not less  than 75  percent of  the
outstanding shares of "Voting Stock" (as hereinafter defined) of the Corporation
shall   be  required  for  the  approval   or  authorization  of  any  "Business
Combination" (as hereinafter defined) of the Corporation with any Related Person
(as  hereinafter  defined);  provided,  however,  that  the  75  percent  voting
requirement shall not be applicable if:
 
    (1) A majority of the "Continuing Directors" (as hereinafter defined) of the
Corporation   (a)  have  expressly  approved   in  advance  the  acquisition  of
outstanding shares of Voting  Stock of the Corporation  that caused the  Related
Person  to become a Related Person or (b) have approved the Business Combination
prior to the Related Person involved in the Business Combination having become a
Related Person; or
 
    (2) The Business Combination  is a merger or  consolidation and the cash  or
fair  market  value of  the property,  securities or  other consideration  to be
received per share by holders of Common Stock of the Corporation in the Business
Combination is  not less  than the  highest per  share price  (with  appropriate
adjustments for recapitalizations and for stock splits, stock dividends and like
distributions),  as determined  in good  faith by  a majority  of the Continuing
Directors, paid by the Related  Person in acquiring any  of its holdings of  the
Corporation's Common Stock.
 
                                       45
<PAGE>
For purposes of this Article EIGHTH:
 
        (i)  The  term  "Business  Combination" shall  mean  (a)  any  merger or
    consolidation of the  Corporation or  a subsidiary  with or  into a  Related
    Person,  (b)  any  sale,  lease, exchange,  transfer  or  other disposition,
    including without limitation a mortgage or any other security device, of all
    or any "Substantial Part" (as hereinafter  defined) of the assets either  of
    the  Corporation (including  without limitation  any voting  securities of a
    subsidiary) or of a subsidiary, or both, to a Related Person, (c) any merger
    or consolidation  of a  Related Person  with or  into the  Corporation or  a
    subsidiary,  (d) any sale, lease, exchange, transfer or other disposition of
    all or  any Substantial  Part  of the  assets of  a  Related Person  to  the
    Corporation  or  a subsidiary,  (e) the  issuance of  any securities  of the
    Corporation or a subsidiary  to a Related  Person, (f) any  recapitalization
    that  would have  the effect  of increasing  the voting  power of  a Related
    Person, (g) any agreement, contract  or other arrangement providing for  any
    of the transactions described in this definition of Business Combination and
    (h)  any series of related transactions which, if taken together, would come
    within this definition of Business Combination.
 
        (ii) The term "Related  Person" shall mean  and include any  individual,
    corporation,  partnership or other person or entity which, together with its
    "Affiliates" and "Associates"  (as defined on  April 1, 1983  in Rule  12b-2
    under  the Securities Exchange Act of 1934), "Beneficially Owns" (as defined
    on April 1, 1983 in Rule 13d-3 under the Securities Exchange Act of 1934) in
    the aggregate ten  percent or more  of the outstanding  Voting Stock of  the
    Corporation, any Affiliate or Associate of any such individual, corporation,
    partnership  or  other person  or  entity and  any  assignee of  any  of the
    foregoing.
 
       (iii) The term "Substantial Part" shall mean more than 20 percent of  the
    fair  market value of  the total assets  of the corporation  in question, as
    determined in good faith  by a majority of  the Continuing Directors, as  of
    the  end  of  its most  recent  fiscal year  ending  prior to  the  time the
    determination is being made.
 
       (iv) Without limitation, any  shares of Common  Stock of the  Corporation
    that  any Related Person has the right to acquire pursuant to any agreement,
    or upon exercise of  conversion rights, warrants  or options, or  otherwise,
    shall be deemed beneficially owned by the Related Person.
 
        (v)  For the purposes of paragraph (2)  of this Article EIGHTH, the term
    "other consideration  to be  received"  shall include,  without  limitation,
    Common Stock of the Corporation retained by its existing public stockholders
    in  the event  of a  Business Combination  in which  the Corporation  is the
    surviving corporation.
 
       (vi) The term "Voting Stock" shall mean all outstanding shares of capital
    stock of the Corporation or  another corporation entitled to vote  generally
    in the election of directors and each reference to a proportion of shares of
    Voting Stock shall refer to such proportion of the votes entitled to be cast
    by such shares.
 
       (vii)  The term "Continuing Director" shall mean a Director who is not an
    Affiliate or Associate of the Related Person and who (a) was a member of the
    Board of Directors of the Corporation immediately prior to the time that the
    Related Person involved in a Business Combination became a Related Person or
    (b) is a successor of such a  Director who is recommended to succeed such  a
    Director by a majority of the Continuing Directors then on the Board.
 
    The  affirmative vote  of the  holders of  not less  than 75  percent of the
outstanding shares of Voting Stock of the Corporation shall be required to amend
or repeal any provision of  this Article EIGHTH (including, without  limitation,
this paragraph).
 
                                     NINTH:
 
    No director shall be personally liable to the Corporation or any shareholder
for  damages for any  breach of duty in  such capacity, except  if a judgment or
other final adjudication adverse to the director
 
                                       46
<PAGE>
establishes that  (i) the  director's acts  or omissions  were in  bad faith  or
involved intentional misconduct or a knowing violation of law, (ii) the director
personally  gained in fact a financial profit or other advantage to which he was
not legally entitled or  (iii) the director's acts  violated Section 719 of  the
Business  Corporation Law of  New York. If  the Business Corporation  Law of New
York is  amended  after  approval  by the  stockholders  of  this  provision  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of directors, then the liability of directors of the Corporation shall
be eliminated  or  limited to  the  fullest  extent permitted  by  the  Business
Corporation  Law of New York, as so amended. Neither the amendment nor repeal of
this Article NINTH,  nor the adoption  of any provision  of this Certificate  of
Incorporation  or the By-Laws of the  Corporation or of any statute inconsistent
with this Article NINTH,  shall eliminate or reduce  the effect of this  Article
NINTH  in respect of  any acts or  omissions occurring prior  to such amendment,
repeal or adoption of an inconsistent provision.
 
    4.  The amendments and restatement  referred to herein were duly  authorized
by  the  vote of  the Board  of Directors  of the  Corporation, followed  by the
affirmative vote of the holders of a majority of all outstanding shares entitled
to vote thereon at the Corporation's Annual Meeting of Shareholders duly  called
and held on May 12, 1995.
 
    IN  WITNESS WHEREOF, we have signed this Certificate on the 12th day of May,
1995, and  we  affirm  that  the statements  contained  herein  are  true  under
penalties of perjury.
 
                                           /s/ Alain Viry
                                           ------------------------------------
                                           President -- Alain Viry
 
                                           /s/ Jon O. Fullerton
                                           ------------------------------------
                                           Secretary -- Jon O. Fullerton
 
[SEAL]
 
                                       47