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Exhibit 3.3
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
HEALTHWATCH, INC.
I, the undersigned, as President of HealthWatch, Inc., a Minnesota
corporation, do hereby certify that, pursuant to actions taken at the
Corporation's Annual Meeting of Shareholders held on December 5, 1989, by the
affirmative vote of a majority of the holders of the outstanding shares of
common stock of the Corporation present and entitled to vote, the shareholders
of the Corporation have resolved to amend the Articles of Incorporation, in
accordance with the following resolutions:
RESOLVED, that Article III of the Articles of Incorporation be amended in
its entirety to read as follows:
ARTICLE III
The total number of shares of all classes of, stock that the
corporation shall be authorized, to issue is one hundred ten million
(110,000,000) (i) ten shares, divided into the following; million
(10,000,000) shares of Preferred Stock, of the par value of $.01 per
share; and (ii) one hundred million (100,000,000) shares of Common
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Stock, of the par value of $.01 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 an or denial of the voting rights of the shares of
such classes of stock are as follows:
A. Preferred Stock
1. Issuance in Series. The Preferred Stock may be divided
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into and issued in one or more series. The Board of Directors is
hereby vented with authority from time to time to establish and
designate such series and, within the limitations prescribed by law or
set forth herein, to fix and determine the relative rights and
preferences of the shares of any series so established but all shares
of Preferred Stock shall be identical except as to the following
relative rights and preferences, as to which there may be variations
between different series: (a) the rate of dividend; (b) the price at
and the terms and conditions an which shares may be redeemed; (c) the
amount payable upon shares in the event of involuntary liquidation;
(d) the amount payable upon shares in the event of voluntary
liquidation; (e) sinking fund provisions, if any,.for the redemption
or purchase of shares; (f) the terms and conditions an which shares
may be converted, if the shares of any series are issued with the
privilege of conversion; and (g) voting rights. The Board of Directors
shall exercise such authority by the adoption of a resolution or
resolutions as prescribed by law.
2. Dividends. The holders of each series of Preferred Stock
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at the time outstanding shall be entitled to receive, when and as
declared to be payable by the Board of Directors, out of any funds
legally available for the payment
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thereof, dividends at the rate theretofore fixed by the Board of
Directors for such series of Preferred Stock.
3. Preferred Dividends Cumulative. Dividends an all
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Preferred Stock, regardless of series, shall be cumulative. No
dividend shall be declared on any series of Preferred Stock for any
dividend period unless all dividends accumulated for all prior
dividend periods shall have been declared or shall then be declared at
the same time upon all Preferred Stock then outstanding. No dividend
shall be declared an any series of Preferred Stock unless a dividend
for the same period shall be declared at the same time upon all
Preferred Stock outstanding at the time of such declaration in like
proportion to the divided rate then declared. No dividend shall be
declared or paid on the Common Stock unless full dividends on all
Preferred Stock then outstanding for all past dividend periods and for
the current dividend period shall have been declared and the
corporation shall have paid such dividends or shall have set apart a
sum sufficient for the payment thereof.
4. Preferences in Liquidation. In the event of any
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dissolution, liquidation or winding up of the corporation, whether
voluntary or involuntary, the holders of each series of the then
outstanding Preferred Stock shall be entitled to receive the amount
fixed for such purpose in the resolution or resolutions of the Board
of Directors establishing the respective series of Preferred Stock
that might then be outstanding together with a sum equal to the amount
of all accumulated and unpaid dividends thereon at the dividend rate
fixed therefor in the aforesaid resolution or resolutions. After such
payment to such holders of Preferred Stock, the remaining assets and
funds of the corporation shall be distributed pro rata among the
holders of the Common Stock. A consolidation, merger or reorganization
of the corporation with any other corporation or corporations or a
sale of all or substantially all of the assets of the corporation
shall not be considered a dissolution, liquidation or winding up of
the corporation within the meaning of these provisions.
5. Redemption. The whole or any part of the outstanding
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Preferred Stock or the whole or any part of any series thereof may be
called for redemption and redeemed at any time at the option of the
corporation, subject to and in accordance with such terms and
conditions as shall be set forth in the resolutions of the Board of
Directors establishing the respective series of Preferred Stock. The
holders of the particular shares of the Preferred Stock so to be
redeemed shall be entitled to receive, at the time of redemption of
such shares, the redemption price fixed for ouch shares in the
resolution or resolutions of the Board of Directors establishing the
particular series of which such shares are a part together with a sum
equal to the amount of all accumulated and unpaid dividends thereon to
the date fixed for redemption at the dividend rate fixed for such
shares in the aforesaid resolution or resolutions.
B. Common Stock
1. Dividends. Subject to all the rights of the Preferred
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Stock or any series thereof and on the conditions set forth in Part A
of this Article III or in any resolution of the Board of Directors
providing for the issuance of any series of Preferred Stock, the
holders of the Common Stock shall be entitled to receive,
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when, as and if declared by the Board of Directors, out of funds
legally available therefor, dividends, payable in cash, stock or
otherwise.
2. Voting Rights. Each holder of Common Stock shall be
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entitled to one vote for each share held.
3. Issuance. The shares of Common Stock may be issued from
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time to time at the option and discretion of the Board of Directors of
the corporation for such consideration as may be fixed from time to
time by the Board of Directors in compliance with the Minnesota
Business Corporation Act, and shares so issued, the full consideration
for which has been paid or delivered, shall be deemed full paid stock
and the holder of such shares shall not be liable for any further
payment thereon.
4. Miscellaneous. Each and every share of Common Stock shall
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be equal and without preference or without classification as between
such shares of stock, and none of such shares of stock shall, in the
hands of any person whomsoever, be liable, or render such person
liable, to pay any assessment or any obligation or payment an account
of the debts or obligations of the corporation.
FURTHER RESOLVED, that Sanford L. Schwartz, the President of this
corporation, be, and hereby is, authorized and directed to make and execute
Articles of Amendment embracing the foregoing resolution and to cause such
Articles of Amendment to be filed and recorded in the manner required by law.
I further certify that the foregoing amendment has been adopted pursuant to
Chapter 302A, Minnesota Statutes.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 5th day of
December 1989.
/s/ Sanford L. Schwartz
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Sanford L. Schwartz
President
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