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Exhibit 3.4
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
HEALTHWATCH, INC.
The undersigned, Paul Harrison, as President of HealthWatch, Inc., a
corporation organized and existing under the laws of the State of Minnesota,
does hereby certify that, pursuant to actions taken by the Board of Directors on
December 8, 1999, pursuant to Sections 302A.139 and 302A.402 of the Minnesota
Business Corporation Act, the following resolutions were duly adopted by the
Board of Directors:
RESOLVED, that the first paragraph of Article III (Sections A and B thereof
not being amended or otherwise changed) of the Articles of Incorporation of the
corporation be amended (such amendment not adversely affecting the rights or
preferences of the holders of outstanding shares of any class or series and not
resulting in the percentage of authorized shares of the corporation which were
unissued prior to the change exceeding the percentage of such shares that are
unissued after the change) to effect a one-for-five reverse stock split, by
replacing that paragraph with the following:
"ARTICLE III
Effective at the close of business on December 21, 1999, the total
number of shares of all classes of stock that the corporation shall be
authorized to issue shall be eleven million (11,000,000) shares, divided
into the following: (i) one million (1,000,000) shares of Preferred Stock,
of the par value of $.05 per share; and (ii) ten million (10,000,000)
shares of Common Stock, of the par value of $.05 per share. A description
of the respective classes of stock and a statement of the designations,
preferences, limitations and relative rights of such classes of stock and
the limitations on or denial of the voting rights of the shares of such
classes of stock are as described in Sections A and B of this Article III.
Effective at the close of business on December 21, 1999, each five (5)
issued and outstanding shares of Common Stock of the corporation shall be
combined into one (1) validly issued, fully paid and non-assessable share
of Common Stock; and each five (5) issued and outstanding shares of
Preferred Stock of the corporation shall be combined into one (1) validly
issued, fully paid and non-assessable share of Preferred Stock, of the same
Series. If as a result of such combination, a shareholder would otherwise
be entitled to receive a fractional share of 0.5 shares or more, such
shareholder shall receive instead of that fraction the next higher whole
number of shares. If as a result of such combination, a shareholder would
otherwise be entitled to receive a fractional share of less than 0.5
shares, such shareholder shall receive instead the next lower whole number
of shares. Each person at that time holding of record any issued and
outstanding shares of Common Stock or Preferred Stock shall receive upon
surrender thereof to the corporation's authorized stock transfer agency a
stock certificate or certificates to evidence and represent the number of
shares of post-reverse stock split Common Stock or Preferred Stock, as the
case may be, to which the stockholder is entitled after this reverse split.
All preferences, rights and limitations of the various series of Preferred
Stock shall be adjusted appropriately to account for said stock split, as
determined by the Board of Directors of the corporation, so as to ensure
that such preferences, rights and limitations are the same immediately
following the stock split as immediately prior to the stock split."
FURTHER RESOLVED, that there shall be reserved for issuance out of the
issued and outstanding shares of common and preferred stock of the Corporation
an additional number of shares sufficient if needed to be issued as a result of
rounding fractional shares upward to the nearest whole share; and
FURTHER RESOLVED, that the Chairman of the Board and President of the
Corporation be, and they
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hereby are, authorized and directed to file Articles of Amendment of the
Articles of Incorporation of the Corporation embodying the foregoing resolution
and to cause the same to be filed with the Secretary of State of the State of
Minnesota in accordance with the laws of the State of Minnesota.
WITNESS the consent of the Directors, effective as of the date first set
forth above.
/s/ Paul W. Harrison
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Paul Harrison, Director
/s/ Sanford Schwartz
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Sanford Schwartz, Director
/s/ Richard Case
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Richard Case, Director
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