Exhibit 3.3

CERTIFICATE OF AMENDMENT  OF  AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Omtool, Ltd., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

|FIRST:  |  | That, by unanimous written consent on December 11, 2002, the Board of Directors of Omtool, Ltd. (the "Corporation") duly and validly adopted the following resolution:                                                                        
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  | RESOLVED:                                                                                                                                                                                                                                     
|SECOND: |  | That the stockholders of the Corporation duly adopted such resolution at a Special Meeting of Stockholders held on January 14, 2003, in accordance with the provisions of Section 211 of the General Corporation Law of the State of
Delaware.
|THIRD:  |  | That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.                                                                            

IN WITNESS WHEREOF, said Omtool, Ltd., has caused this certificate to be executed by Robert L. Voelk, its President, and
attested to by Timothy P. Losik, its Treasurer, on this 14th day of January, 2003.

| |  | OMTOOL, LTD.
| |  | ------------
| |  | By:         

|ATTEST: |                                                            | 
|------- | ---------------------------------------------------------- | 
|By:     | /s/TIMOTHY P. LOSIKName: Timothy P. Losik
Title: Treasurer | 

---

Exhibit A

The first paragraph of Article FOURTH shall be deleted in its entirety and replaced with the following two paragraphs:

Effective
upon the filing of a Certificate of Amendment of Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Effective Date"),
each seven (7) shares of Common Stock, $.01 par value per share (the "Old Common Stock"), then issued and outstanding or held in the treasury of the Corporation at the close of business on the
Effective Date shall automatically be combined into one (1) share of Common Stock, $.01 par value per share (the "New Common Stock"), of the Corporation without any further action by the
holders of such shares of Old Common Stock (and any fractional shares resulting from such exchange will not be issued but will be paid out in cash equal to such fraction multiplied by the average of
the high and low trading prices of the Common Stock on the Nasdaq SmallCap Market during regular trading hours for the five trading days immediately preceding the Effective Date). Each stock
certificate representing shares of Old Common Stock shall thereafter represent that number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall
have been combined; provided, however, that each person holding of record a stock certificate or certificates that represented shares of Old Common Stock shall receive, upon surrender of such
certificate or certificates, a new certificate or certificates evidencing and representing the number of shares of New Common Stock to which such
person is entitled. The New Common Stock issued in this exchange shall have the same rights, preferences and privileges as the Common Stock (as defined below).

The
total number of shares of all classes of capital stock which the Corporation shall have the authority to issue is 37,000,000 shares, consisting of 35,000,000 shares of Common Stock,
$.01 par value per share ("Common Stock"), and 2,000,000 shares of Preferred Stock, $.01 par value per share ("Preferred Stock").

---

QuickLinks