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EXHIBIT 3.3
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 10/16/1991
731289001 - 2202214
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
OF
CXR CORPORATION
CXR Corporation (the "Corporation"), a corporation organized and
existing by virtue of the General Corporation Law of the State of Delaware,
does hereby certify:
FIRST: That at a meeting of the Board of Directors of the Corporation,
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of the Corporation, declaring said amendment to
be advisable and calling a meeting of the stockholders of the Corporation for
consideration thereof. The resolution setting forth the proposed amendment is
as follows:
RESOLVED, that the Certificate of Incorporation of this Corporation be
amended by adding Articles "Eighth" and "Ninth" thereof, so that as
amended, said Articles shall be and read as follows:
"EIGHTH: (a) Classification of Board of Directors. The Board of
Directors shall be divided into three classes, as nearly equal in
number as the then total number of directors constituting the entire
Board of Directors permits with the term of office of one class
expiring each year. At the annual meeting of stockholders in 1990
directors of the first class shall elected to hold office for a term
expiring at the next succeeding annual meeting, directors of the
second class shall be elected to hold office for a term expiring at
the second succeeding annual meeting and directors of the third class
shall be elected to hold office for a term expiring at the third
succeeding annual meeting. Any vacancies in the Board of Directors for
any reason, and any directorships resulting from any increase in the
number of directors, may be filled only by the Board of Directors,
acting by a majority of the directors then in office, although less
than a quorum, and any directors so chosen shall hold office until the
next election of the class for which such directors shall have been
chosen and until their successors shall be elected and qualified.
(b) Removal for Cause. Notwithstanding any other provisions of this
Certificate of Incorporation or the Bylaws of the Corporation (and
notwithstanding the fact that some lesser percentage may be specified
by law, this Certificate of Incorporation or the Bylaws of the
Corporation), any director, or the entire Board of Directors of the
Corporation may be removed at any time, but only for cause.
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(c) Amendment or Repeal. The provisions set forth in this Article
Eighth may not be repealed or amended in any respect, unless such
action is approved by the affirmative vote of the holders of not less
than 67 percent of the outstanding shares of Common Stock of the
Corporation.
NINTH: Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called
annual or special meeting of such holders and may not be effected by a
consent in writing by such holders. This Articles Ninth may not be
repealed or amended in any respect, unless such action is approved by
the affirmative vote of the holders of not less than 67 percent of the
outstanding shares of Common Stock of the Corporation."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of the Corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the state of Delaware at which meeting the necessary
number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by F. Jack Gorry, its President, and Kent M. Wilkins, its Secretary,
this 14th day of October, 1991.
By: /S/F. Jack Gorry
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F. Jack Gorry, President
ATTEST: /S/Kent M. Wilkins
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Kent M. Wilkins, Secretary
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