<PAGE>   1
                                                                    EXHIBIT 3.3

                 AMENDED ARTICLE IX OF THE CORPORATION'S BYLAWS,
                         IN EFFECT AS OF JULY 16, 1993:

                                   ARTICLE IX
                                 INDEMNIFICATION

         SECTION 9.01. PERMISSIBLE INDEMNIFICATION. The Corporation shall, to
the maximum extent permitted by Section 145 (as it shall be amended from time to
time) or any other applicable provisions of the Delaware General Corporation Law
or by Delaware law, have power to indemnify each of its Agents against expenses,
judgments, fines, settlements and other amounts incurred in connection with any
proceeding arising by reason of the fact that any such person is or was an agent
of the Corporation, and shall have power to advance to each such agent expenses
incurred in defending any such proceeding to the maximum extent permitted by
that law. For purposes of this Article, an "Agent" of the Corporation or another
corporation includes any person who is or was a director, officer, employee or
other agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee, member or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, or of any committee or similar body, in his or her capacity as such.

         SECTION 9.02. MANDATORY BROADEST LAWFUL INDEMNIFICATION OF DIRECTORS.
The Corporation shall, to the broadest and maximum extent then permitted by
Delaware law, as the same exists from time to time, indemnify each person who
serves as a director of the Corporation on or after June 30, 1987 who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that her or she is or was an Agent of the
Corporation against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually incurred by him or her in connection with
such action, suit or proceeding. In addition, the Corporation shall, to the
broadest and maximum extent permitted by Delaware law, as the same may exist
from time to time, pay to such director any and all expenses (including
attorneys' fees) incurred in defending or settling any such action, suit or
proceeding in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director to
repay such amount if it shall ultimately be determined by a final judgment or
other final adjudication that he or she is not entitled to be indemnified by the
Corporation as authorized in this Section 9.02. The first sentence of this
Section 9.02 to the contrary notwithstanding, the Corporation shall not
indemnify any such director with respect to any of the following matters: (i)
remuneration paid to such person if it shall be determined by a final judgment
or other final adjudication that such remuneration was in violation of law; or
(ii) any accounting of profits made from the purchase or sale by such person of
the Corporation's securities in violation of Section 16(b) of the Securities
Exchange Act of 1934 and amendments thereto or similar provisions of any
federal, state or local statutory law; or (iii) actions brought about or
contributed to by the dishonesty of such person, if a final judgment or other
final

                                       1
<PAGE>   2
adjudication adverse to such person establishes that acts of active and
deliberate dishonesty were committed or attempted by such person with actual
dishonest purpose and intent and were material to the adjudication; or (iv)
actions based on or attributable to such person having gained any personal
profit or advantage to which he or she was not entitled, in the event that a
final judgment or other final adjudication adverse to such person establishes
that such person in fact gained such personal profit or other advantage to which
he or she was not entitled; or (v) any matter in respect of which a final
decision by a court with competent jurisdiction shall determine that
indemnification is unlawful. The Corporation shall perform its obligations under
the second sentence of this Section 9.02 on behalf of such director until such
time as it shall be ultimately determined by a final judgment or other final
adjudication that he or she is not entitled to be indemnified by the Corporation
as authorized by the first sentence of this Section 9.02 by virtue of any of the
preceding clauses (i), (ii), (iii), (iv) or (v) or otherwise.

         SECTION 9.03. OTHER RIGHTS AND REMEDIES. The indemnification and
advancement of expenses provided by or granted pursuant to this Article IX shall
not be deemed exclusive and is declared expressly to be nonexclusive of any
other rights to which any person seeking indemnification may be entitled under
any Bylaw, agreement, vote of stockholders, or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office.

         SECTION 9.04. CONSTITUENT CORPORATIONS. For the purpose of this Article
IX, reference to "the Corporation" includes, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger involving the Corporation
which, if its separate existence had continued, would have had power and
authority to indemnify Agents, so that any person who is or was an Agent of such
constituent corporation shall stand in the same position under the provisions of
this Article IX with respect to the resulting or surviving corporation as he or
she would have with respect to such constituent corporation if its separate
existence had continued.

         SECTION 9.05. SEVERABILITY. If any part of this Article IX shall be
found, in any action, suit or proceeding or appeal therefrom or in any other
circumstances or as to any particular officer, director, employee, or agent, to
be unenforceable, ineffective or invalid for any reason, the enforceability,
effect and validity of the remaining parts or of such parts in other
circumstances shall not be affected, except as otherwise required by applicable
law.

         SECTION 9.06. AMENDMENTS. The foregoing provisions of this Article IX
shall be deemed to constitute an agreement between the Corporation and each
director entitled to indemnification hereunder, for as long as such provisions
remain in effect. Any amendment to the foregoing provisions of this Article IX
which limits or otherwise adversely affects the scope of indemnification or
rights of any such directors hereunder shall, as to such a director, apply only
to claims arising, or causes of action based on actions or events occurring,
after such amendment and delivery of notice of such amendment to the director so
affected. Until notice of such amendment is given to the director whose rights
hereunder are adversely affected, such


                                       2
<PAGE>   3
amendment shall have no effect on such rights of the director hereunder. Any
director entitled to indemnification under the foregoing provisions of this
Article IX, as to any act or omission occurring prior to the date of receipt of
such notice, shall be entitled to indemnification to the same extent as if such
provision had continued as Bylaws of the Corporation without such amendment.

         SECTION 9.07. FORMER DIRECTORS AND SUCCESSORS. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article IX
shall continue as to a person who has ceased to be a director, and shall inure
to the benefit of the heirs, executors and administrators of such a person.

         SECTION 9.08. SELECTION OF COUNSEL. In the event the Corporation shall
become obligated under this Article IX, or under California Labor Code Section
2802, California Corporations Code Sections 317 and 2115, Delaware General
Corporation Law Section 145 or other statutory provisions or common law rules,
to defend a current or former Agent ("Indemnitee") or advance or pay costs or
expenses of defending Indemnitee (together, "Indemnity Obligations" in any
action, suit or proceeding (a "Proceeding"), Indemnity shall given prompt notice
thereof to the Corporation and the Corporation shall be entitled to assume such
defense, with qualified counsel reasonably selected by the Corporation. Such
defense may be conducted jointly with the defense of the Corporation and other
indemnitees of the Corporation involved in the Proceeding. In any such
Proceeding, Indemnitee shall have the right to employ his or her own separate
counsel , but such counsel's fees and expenses shall be at Indemnitee's expense
and the Corporation will not be liable to Indemnitee under this Article IX or
Indemnity Obligations for any such fees or expenses, except as provided below.
If (a) such employment of separate counsel by Indemnitee at the Corporation's
expense is specifically authorized by the Corporation in writing, or (b) there
is a material conflict of interest between the Corporation and Indemnitee in the
conduct of such defense, or (c) such counsel retained by the Corporation shall
not assume and continue such defense of Indemnitee, then the reasonable fees and
expenses of separate counsel to defend Indemnitee in such Proceeding, who is
approved by the Corporation (which approval shall not be unreasonably withheld),
shall be paid by the Corporation.

         SECTION 9.09. MANDATORY ARBITRATION. Any controversy, dispute or claim
of whatever nature arising of, in connection with, or in relation to the
interpretation, performance or breach of this Article IX, including any claim
based on contract, tort or statute, shall be settled, at the request of the
Corporation or an Agent involved in such controversy, dispute or claim, by final
and binding arbitration conducted at a location determined by the arbitrator in
Orange County California administered by and according with the then existing
Rules of Practice and Procedure of Judicial Arbitration and Mediation Services,
Inc. (JAMS), except that, unless otherwise agreed by the parties in writing, (a)
each party shall pay its pro rata share of the arbitrators fees and expenses, in
addition to the other expenses of the arbitration approved by the arbitrator,
(b) each party shall pay its own attorney's fees, witness fees and other
expenses incurred for its own benefit, unless otherwise provided by statute, and
(c) Delaware law shall be


                                       3
<PAGE>   4
applied to interpret and determine the effect of this Article IX. Judgment upon
any award rendered by the arbitrator may be entered by any state or federal
court having jurisdiction thereof.

         SECTION 9.10. NO DUPLICATION OF PAYMENTS. The Corporation shall not be
liable under this Article IX to make any payment to or for the benefit of
Indemnitee relating to any Proceeding with respect to which payment is actually
made to or for the benefit of Indemnitee under a valid and collectible insurance
policy, or with respect to which indemnity is indemnified by the Company or a
third party otherwise than pursuant to this Agreement, except for payment of any
excess beyond the amount of such payment under such insurance policy or
indemnification. In the event of any payment by the Company to Indemnitee under
this Agreement, the Company shall be subrogated to the extent of such payment to
all of Indemnitee's rights of recovery with respect to the same Proceeding under
any insurance policy or third party indemnification obligation. Indemnity shall
execute all papers required and shall do everything that may be necessary or
appropriate to enable the Corporation effectively to enforce such rights.


                                       4