<PAGE>

EXHIBIT 3.3

                            CERTIFICATE OF AMENDMENT
                                  OF BYLAWS OF
                                    APEX INC.

         The undersigned Secretary of Apex Inc., hereby certifies that Article
II, Section 10 of the Bylaws of this corporation was amended on January 28,
2000, by the Board of Directors of this corporation such that such Section now
reads in its entirety as follows:

         Section 10 NOMINATIONS AND PROPOSALS. Nominations of persons for
election to the Board and the proposal of business to be considered by the
shareholders may be made at any meeting of shareholders only (a) pursuant to the
Corporation's notice of meeting, (b) by or at the direction of the Board, or (c)
by any shareholder of the Corporation who was a shareholder of record at the
time of giving of notice provided for in these Bylaws, who is entitled to vote
at the meeting and who complies with the notice procedures set forth in this
Article II, Section 10.

         In addition to any other applicable legal or regulatory requirements,
for nominations or other business to be properly brought before a shareholders
meeting by a shareholder pursuant to clause (c) of the preceding sentence, the
shareholder must have given timely notice thereof in writing to the Secretary of
the Corporation, and such other business must otherwise be a proper matter for
shareholder action. To be timely, a shareholder's notice must be given either by
personal delivery or by United States mail, postage prepaid, to the Secretary of
the Corporation and received by the Secretary not later than 60 days prior to
the first anniversary of the date on which notice of the prior year's annual
meeting was first mailed to shareholders. In no event shall the public
announcement of an adjournment of a shareholders meeting commence a new time
period for the giving of a shareholder's notice as described above. Such
shareholder's notice shall set forth (a) as to each person, if any, whom the
shareholder proposes to nominate for election or re-election as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the Exchange
Act (or any successor thereto) and Rule 14a-11 thereunder (or any successor
thereto) (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected), (b) as to any
other business that the shareholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting, and any material interest
in such business of such shareholder and the beneficial owner, if any, on whose
behalf the proposal is made, and (c) as to the shareholder giving notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i)
the name and address of such shareholder, as they appear on the Corporation's
books, and of such beneficial owners, and (ii) the class and number of shares of
the Corporation which are owned beneficially and of record by such shareholder
and such beneficial owner. Notwithstanding any provision herein to the contrary,
no business shall be conducted at a shareholders meeting except in accordance
with the procedures set forth in this Article II, Section 10. The person
presiding over the shareholders meeting shall, if the facts warrant, determine
and declare at the meeting that the nomination was not properly made or that the
business was not properly brought before the meeting, as the case may be, in
accordance with the provisions of this Article II, Section 10, and, if he should
so determine, he shall so declare at the meeting that any such person not
properly nominated shall not be eligible to receive votes in the election of
directors at the meeting or that any such business not properly brought before
the meeting shall not be transacted, as the case may be.

         This Certificate of Amendment of Bylaws shall be effective as of this
28th day of January, 2000.

                                              /s/  Samuel F. Saracino
                                        ----------------------------------------
                                        Samuel F. Saracino, Secretary