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                                                                     EXHIBIT 3.3

                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                      FILED 09:00 AM 08/15/2000
                                                         001415701 - 2676673

                            CERTIFICATE OF AMENDMENT
                                       OF
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                   8X8, INC.

     8X8, Inc., 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 written consent of the Board of Directors of said
corporation as of April 18, 2000, resolutions were duly adopted setting forth
proposed amendments to the Certificate of Incorporation of said corporation,
declaring said amendments to be advisable and directing its officers to submit
said amendments to the stockholders of said corporation for consideration
thereof. The resolutions setting forth the proposed amendments are as follows:

          WHEREAS, it is deemed to be advisable and in the best interest of the
     Corporation and its stockholders that the Corporation's Amended and
     Restated Certificate of Incorporation be amended to change the name of the
     Corporation to Netergy Networks, Inc. and to increase the number of
     authorized shares of Common Stock;

          NOW, THEREFORE, BE IT RESOLVED, that Article 1 of the Corporation's
     Amended and Restated Certificate of Incorporation be amended to read as
     follows:

          "I. The name of this corporation is Netergy Networks, Inc. (the
     "Corporation")."

          RESOLVED FURTHER, that the first paragraph of Article IV of the
     Corporation's Amended and Restated Certificate of Incorporation be amended
     to read as follows:

          "IV. This corporation is authorized to issue two classes of shares to
     be designated respectively Common Stock and Preferred Stock. Each share of
     Common Stock shall have a par value of $0.001 and each share of Preferred
     Stock shall have a par value of $0.001. The total number of shares of
     Common Stock this






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     corporation shall have authority to issue is 100,000,000, and the total
     number of shares of Preferred Stock this Corporation shall have authority
     to issue is 5,000,000."

          RESOLVED FURTHER, that the officers of the Corporation be, and each of
     them hereby is, authorized, empowered and directed, on behalf of the
     Corporation, to submit the foregoing amendments to the stockholders of the
     Corporation for consideration thereof; and

          RESOLVED FURTHER, that following approval of the foregoing amendments
     by the stockholders of the Corporation, the officers of the Corporation be,
     and each of them hereby is, authorized, empowered and directed, on behalf
     of the Corporation, to prepare or cause to be prepared and to execute a
     Certificate of Amendment of the Corporation's Amended and Restated
     Certificate of Incorporation, to file or cause to be filed said Certificate
     of Amendment with the Delaware Secretary of State, and to execute such
     other documents and take such other actions as such officer or officers
     shall deem necessary, appropriate or advisable in order to carry out the
     intent and purposes of the foregoing resolutions.

     SECOND: That, thereafter, by written consent of the holders of more than
50% of the issued and outstanding shares of Common Stock and Special Voting
Stock, voting together as a single class, of said corporation, the necessary
number of shares 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.


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     IN WITNESS WHEREOF, 8X8, INC. has caused this certificate to be signed by
David M. Stoll, its Chief Financial Officer, Vice President and Secretary this
14th day of August, 2000.



                                         8X8, Inc.



                                     By: /s/ David M. Stoll
                                         ---------------------------------------
                                         David M. Stoll
                                         Chief Financial Officer, Vice President
                                         and Secretary


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                                                                          PAGE 1

                               STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE
                        --------------------------------




     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF
"8X8, INC.", CHANGING ITS NAME FROM "8X8, INC." TO "NETERGY NETWORKS, INC.",
FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF AUGUST, A.D. 2000, AT 9 O'CLOCK
A.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.



[SEAL]                               /s/ EDWARD J. FREEL
                                    --------------------------------------
                                    Edward J. Freel, Secretary of State

                                    AUTHENTICATION: 0623475

                                              DATE: 08-16-00


