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                                                                     EXHIBIT 3.3
                                     BYLAWS
                                       OF
                          MICRO TECH INDUSTRIES, INC.

                            ARTICLE I. Shareholders

                 Section 1.  Annual Meetings

         An Annual Meeting of Shareholders will be held within six (6) months
after the close of the fiscal year of the Corporation for the purpose of
electing Directors and transacting such other business as may come before the
meeting.  The Annual Meetings will be held at the time and place fixed by the
Board.

                 Section 2.  Special Meetings

         A Special Meeting of Shareholders may be called for any purpose by the
President, or the Board, or by the holders of not less than one-tenth of the
shares entitled to vote at the meeting.  The Special Meeting will be held at
the time and place fixed by the persons calling the Special Meeting.

                 Section 3.  Time and Place of Meeting

         If no designation of time and place is made by the persons calling an
Annual or Special Meeting of Shareholders, the place of meeting will be the
registered office of the corporation, and the time of meeting will be 10:00
a.m.

                 Section 4.  Notice of Meeting

         Written notice stating the time, place, and the purpose, will be
delivered not fewer than ten nor more than sixty days before the meeting date,
either personally or by mail, at the direction of and signed by the President
or Vice President or, the Secretary or Assistant Secretary, or persons calling
the meeting, to each Shareholder entitled to vote at the meeting.  If mailed,
the notice will be deemed delivered when deposited, postage prepaid, in the
United States mail, addressed to the Shareholder at the address on the Stock
Transfer Books of the Corporation.

                 Section 5.  Closing of Stock Transfer Books or Fixing
                             of Record Date

         For the purpose of determining Shareholders entitled to notice of, or
to vote at, any meeting of Shareholders or any





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adjournment thereof, or Shareholders entitled to receive payment of any
dividend, or in order to make a determination of Shareholders for any other
proper purpose, the Board may close the Stock Transfer Books of the Corporation
for a stated period not to exceed 60 days.  If the Stock Transfer Books are
closed for the purpose of determining Shareholders entitled to notice of, or to
vote at, a meeting of Shareholders, the Stock Transfer Books shall be closed
for at least 10 days immediately preceding the meeting, In lieu of closing the
Stock Transfer Books, the Board may fix in advance a date as the record date
for any such determination of Shareholders, the date to be not more than 60
days and, in case of a meeting of Shareholders, not fewer than 10 days, before
the date on which the particular action, requiring that determination of
Shareholders, is to be taken.  If the Stock Transfer Books are not closed and
no record date is fixed for the determination of Shareholders entitled to
notice of, or to vote at, a meeting of Shareholders, or of Shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board declaring
the dividend is adopted, as the case may be, will be the record date for the
determination of Shareholders.  When a determination of Shareholders entitled
to vote at any meeting of Shareholders has been made as provided in this
section, the determination will apply to any adjournment thereof.

                 Section 6.  Quorum - Action

         One-third of the shares entitled to vote, represented in person or by
proxy, will constitute a quorum at a meeting of Shareholders.  If fewer than
one-third of the outstanding shares are represented at a meeting, a majority of
the shares so represented may adjourn the meeting until a quorum can be
obtained.  At the adjourned meeting at which a quorum is present, any business
may be transacted which could have been transacted at the meeting as originally
convened.  A quorum once attained continues until adjournment despite voluntary
withdrawal of enough shares to leave less than a quorum.  If a quorum is
present, the affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on the subject matter will be the act of the
Shareholders unless the vote of a greater or lesser number of class voting is
required by the Law of the Corporation's state of incorporation.

                 Section 7.  Voting

         At all meetings of the Stockholders, every registered owner of shares
entitled to vote may vote in person or by proxy executed in writing by the
Shareholder or by the Shareholder's duly authorized attorney in fact, and will
have one vote for each





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such shares standing in the name of the Shareholder on the Stock Transfer
Books.  At all elections of Directors, the voting will be by ballot.  Proxies
will be filed with the Secretary of the Corporation before or at the time of
the meeting.  No proxy will be valid after six months from the date of its
execution unless otherwise provided in proxy.  A proxy may be revoked only by
filing with the Secretary an instrument revoking it or a duly executed proxy
bearing a later date.  The Board or, if the Board shall not have made the
appointment, the chairman presiding at an meeting of Shareholders, will have
power to appoint two or more persons to act as inspectors to receive, canvass,
and report the votes cast by the Shareholders to determine the validity of
proxies at such meeting.  No candidate for Director will be appointed as
inspector at any meeting at which Directors are elected.

                        ARTICLE II.  Board of Directors
              Section 1.  Powers, Numbers, Tenure, Qualification and Election

         The Directors will manage the business and affairs of the Corporation,
and may act only as a Board with each Director having one vote.  The Board will
consist of not fewer than 3 nor more than 9 Directors who will be elected
annually by a plurality of the votes cast at the election by the Shareholders
at their Annual Meeting.  The Directors will serve until their successors have
been elected and qualified.  A Director need not be a Shareholder or a resident
of the sate of incorporation.  A Director may be removed with or without cause
by the Shareholders or may resign.

                 Section 2.  Annual Meetings

         An Annual Meeting of the Board will be held without notice immediately
following the Annual Meeting of the Shareholders, or any adjournment thereof,
for the purpose of the organization of the Board, the election or appointment
of Officers for the coming year, and for the transaction of such other business
as may be brought before the meeting.

                 Section 3.  Regular Meetings

         The Board may provide by resolution for the holding of Regular
Meetings at which any business may be transacted.  The resolution will set
forth the place and time for the meeting.  No notice of Regular Meetings need
be given.

                 Section 4.  Special Meetings





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         Special Meetings of the Board may be called by any Director or
Officer, and will be held at the time and place fixed by the person calling the
Special Meeting.  Notice stating the time, place and purpose of the Special
Meeting will be given by the person calling the Special Meeting at least
twenty-four hours before the Special Meeting time by written notice delivered
personally, or by mail, or by telegram, or by telephonic oral notice to each
Director.  If mailed, the notice will be deemed to be delivered when deposited
in the United States mail, with postage thereon prepaid.  If notice is given by
telegram, the notice will be deemed to be delivered when the telegram is
delivered to the telegraph company.  If notice is given by telephone, the
notice will be deemed given if the telephone call is monitored by one other
Director.

                 Section 5.  Quorum - Action

         A majority of the number of Directors fixed by the Bylaws will
constitute a quorum at Board Meetings.  A quorum once attained continues until
adjournment despite voluntary withdrawal of enough Directors to leave less than
a quorum.  The act of a majority of the Directors present at a meeting at which
a quorum is present will be the act of the Board.

                 Section 6.  Vacancies

         Any vacancy occurring in the Board may be filled by the affirmative
vote of a majority of the remaining Directors even though the remaining
Directors constitute less than a quorum of the Board.  Newly created
directorships may be filled by the Directors for a term of office continuing
only until the next election of Directors by the Shareholders.

                 Section 7.  Compensation

         The Board may by resolution pay the Directors their expenses, if any,
of attendance at each meeting of the Board, a fixed sum for attendance at each
Board meeting or a stated salary for services rendered as Director.  No such
payment will preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor.

                 Section 8.  Presumption of Assent

         A Director who is present at a Board meeting at which an action on a
corporate matter is taken will be presumed to have assented to the action taken
unless the Director's dissent is entered in the minutes or unless the Director
sends such dissent by registered mail to the Secretary of the Corporation





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immediately after the adjournment of the meeting.  The right to dissent will
not apply to a Director who voted in favor of the action.

                 Section 9.  Committees

         The Board, by resolution adopted by a majority of the Board, may
appoint from among the Directors an Executive Committee and one or more other
Committees, each of which, to the extent provided in the resolution and by law,
will have and may exercise the authority of the Board.  The Board may also
designate alternates to serve in the absence of a regular Member of a
committee.  The Board reserves to itself alone the power to declare dividends
or authorize distributions; approve or recommend to shareholders actions or
proposals required by this act to be approved by shareholders; designate
candidates for the office of director, for purposes of proxy solicitation or
otherwise, or fill vacancies on the Board or any committee thereof; amend the
bylaws; approve a plan of merger not requiring shareholder approval; authorize
or approve the reacquisition of shares unless pursuant to general formula or
method specified by the Board; or authorize or approve the issuance or sale of,
or any contract to issue or sell, shares or designate the terms of a series of
a class of shares, provided that the Board, having acted regarding general
authorization for the issuance or sale of shares, or any contract therefor,
and, in the case of a series, the designation thereof, may, pursuant to a
general formula or method specified by the Board of resolution or by adoption
of a stock option or other plan, authorize a committee to fix the terms of any
contract for the sale of the shares and to fix the terms upon which such shares
may be issued or sold, including, without limitation, the price, the dividend
rate, provisions for redemption, sinking fund, conversion, voting or
preferential rights, and provisions for other features of a class of shares, or
a series of a class of shares, with full power in such committee to adopt any
final resolution setting forth all the terms thereof and to authorize the
statement of the terms of a series for filing with the commission under the
laws of the state of incorporation.  A majority of the Members of a Committee
may fix its rules of procedure.  All action by a Committee will be reported to
the Board at a Board meeting succeeding such action and will be subject to
revision by the Board, although no rights of third parties shall be affected by
any such revision.

                        ARTICLE III.  Corporate Officers
                 Section 1.  Number, Tenure, Qualification and Election

         The Corporate Officers of the Corporation will be a President, one or
more Vice Presidents, a Secretary, a Chairman





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of the Board, a Treasurer, and such other Corporate Officers, including as the
Board may decide, each of whom will be elected annually by the Board at its
Annual Meeting to serve until their successors are elected and qualified.
Officers need not be Shareholders, or Directors, or residents of the state of
incorporation.  An Officer may be removed with or without cause by the Board,
or may resign.  Vacancies and newly created Offices will be filled by the
Board.  One person may hold more than one Office, except as provided by the law
of the state of incorporation.  Officers will perform the duties, and will have
the power and authority, assigned by the Board, incident to the Office, and
provided in these Bylaws.  The chief executive officer of the Corporation will
be the Chairman of the Board or the President, as the Board may designate.

                 Section 2.  Chairman of the Board:

         If the Corporation has a Chairman of the Board, the Chairman of the
Board will, if present, preside at all meetings of the Shareholders and of the
Board of Directors, will have the same powers as the President, including the
power to sign documents on behalf of the Corporation, will be responsible for
over-all management of the corporate affairs, and during the absence or
disability of the President, may exercise all the powers and discharge all the
duties of the President.

                 Section 3.  President:

         The President will preside at all Corporation meetings, except
meetings at which the Chairman of the Board is present, and when authorized
will execute and deliver documents in the name of the Corporation.

                 Section 4.  Vice Presidents:

         The Vice President (or, if there is more than one Vice President, the
Vice Presidents in the order designated, or in the absence of any designation,
then in the order of their election) may perform the duties of the President
during the disability, absence or failure to act of both the Chairman of the
Board and the President.  One Vice President may be designated as Executive
Vice President and, if so designated, will be responsible for day-to-day
management of the Corporation.

                 Section 5.  The Secretary

         The Secretary, or any Assistant Secretary during the absence,
disability or failure to act, of the Secretary, will: (a) keep the minutes of
the meetings of the Shareholders and the





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Board; (b) see that all notices are duly given in accordance with law and these
Bylaws; (c) be custodian of the corporate minutes, records, and seal; (d) keep
a register of the post office address of each Shareholder which will be
furnished to the Secretary by such Shareholder; (e) when authorized, execute,
attest, seal and deliver documents of the Corporation; and (f) have general
charge of the Stock Transfer Books of the Corporation.

                 Section 6.  The Treasurer

         The Treasurer, or any Assistant Treasurer during the absence,
disability or failure to act, of the Treasurer, will: (a) if required by the
Board, give a bond for the faithful discharge of the Treasurer's duties in such
sum and with surety or sureties as the Board will determine; (b) have charge
and custody of and be responsible for all funds and securities of the
Corporation; (c) receive and give receipts for moneys due and payable to the
Corporation from any source whatsoever; and (d) deposit all such moneys in the
name of the Corporation in such banks, trust companies, or other depositaries
as are selected in accordance with the provisions of these Bylaws.

                 Section 7.  Compensation

         The compensation of the Officers will be fixed from time t time by the
Board, giving due regard to the services performed as an Officer as
distinguished from services rendered as a Director or as an Employee.  No
Officer will be prevented from receiving compensation for being an Officer
because the Officer is also a Director or Employee of the Corporation.
Compensation of employees will be established by the Chief Executive Officer.

                   ARTICLE IV. Share Certificates and Transfer
         Section 1.  Registered Shareholders

         Each Shareholder is entitled to a certificate registered in the
Shareholder's name, signed by the Chairman of the Board, President or a Vice
President, and by the Secretary or an Assistant Secretary, sealed with the
corporate seal or a facsimile thereof, and representing the number of shares
owned by the Shareholder.  If the certificate is countersigned or otherwise
authenticated by a transfer agent and a registrar, facsimile signatures of the
designated officers may be used.  The Corporation may treat the person or
entity in whose name a certificate is registered on its books as the owner of
the shares represented by the certificate and as the person or entity
exclusively entitled to receive notifications, dividends or other
distributions, to vote and otherwise to exercise all the rights and powers of
Shareholders, with regard to those shares, and





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shall not be bound to recognize any adverse claim with regard to the shares
whether or not the Corporation has actual or other notice thereof.

                 Section 2.  Form of Certificate

         The Board will adopt the form of certificate to represent each class
of shares of the Corporation.  Certificates will be numbered consecutively and
entered in the books of the Corporation as they are issued.  Each certificate
will state on its face the fact that the Corporation is a corporation of the
state of its incorporation, the name of the holder in whose name the
certificate is registered, the number of the certificate, the class and series
of shares represented by the certificate, the number of shares represented by
the certificate and, if applicable, the par value (or a statement that the
shares are without par value) of the shares represented by the certificate. If
more than one class of shares are outstanding, all certificates of every class
will state that the Corporation will furnish to any Shareholder upon request
and without charge a full statement of the designations, relative rights,
preferences and limitations of the shares of each class authorized to be issued
by the Corporation.

                 Section 3.  Shareholder Records, Stock Transfer Books,
                             Transfer Agents and Registrars

         Share transfer and issuance will be done by the Secretary, or the
Secretary's designee, in the manner provided by the law of the state of
incorporation.  The Board may appoint Transfer Agents and Registrars for the
Transfer and registration of certificates representing any class of shares of
the Corporation and may require that any share certificate be countersigned by
a Transfer Agent or registered by a Registrar.  If any Officer who signed, or
whose facsimile signature was placed on any certificate, has ceased to be that
Officer before the certificate is issued, the certificate may nevertheless be
issued with the same effect as if the person continued to be that Officer at
the date of issue.  The name and address of the person to whom the certificate
is issued, the number and class of shares represented by the certificate, the
date of issuance of the certificate, and any shareholders from whom the shares
are transferred, will be entered on the stock transfer books of the
Corporation.

                 Section 4.  Lost, Destroyed or Stolen Certificates

         New share certificates may be issued in place of any certificate
previously issued by the Corporation which is alleged to have been lost,
destroyed or stolen, upon (a) the execution





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and delivery to the Corporation by the person claiming the certificate to have
been lost, destroyed or stolen of an affidavit of that fact, specifying whether
or not at the time of such alleged loss, destruction or theft, the certificate
was endorsed; and (b) the furnishing to the Corporation of indemnity
satisfactory to the Corporation, and to all Transfer Agents and Registrars of
the class of shares represented by the certificate, against any and all losses,
damages, costs, expenses or liabilities to which they or any of them may be
subjected by reason of any claim which may be made in respect of the old
certificate.

                 Section 5.  Registration of Transfer

         Shares will be transferred only on the Stock Transfer Books of the
Corporation.  No transfers of fractional shares may be made.  Upon surrender to
the Corporation, or any Transfer Agent for the class of shares represented by
the certificate surrendered, of a certificate properly endorsed for
registration of transfer, accompanied by such assurances as the Corporation or
Transfer Agent may require as to the genuineness and effectiveness of each
necessary endorsement, and satisfactory evidence of compliance with all
applicable laws relating to the collection of taxes and securities
registration, the Corporation or Transfer Agent will issue a new certificate,
and record the transaction upon its books, thereby registering the transfer.

                           ARTICLE V. Monetary Matters
                 Section 1.  Funds and Borrowing

         The depository for corporate funds, the persons entitled to draw
against these funds, the person entitled to borrow on behalf of the
Corporation, and the manner of accomplishing these matters will be determined
by the Board.

                 Section 2.  Fiscal Year

         The fiscal year of the Corporation will begin on the first day of
September of each year and end on the last day of August of each year.

                          ARTICLE VI.  Waiver of Notice

         Whenever any notice is required to be given to any Shareholder,
Director or Committee Member, a waiver thereof in writing signed by the person
entitled to the notice is equivalent to the giving of the notice.  The
attendance of a Shareholder in person or by proxy, or of a Director, or of a
Committee Member, at a meeting constitutes a waiver of notice of the meeting
except





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when attendance is for the sole purpose of objecting because the meeting is not
lawfully called or convened.

                               ARTICLE VII.  Seal

         The Board may adopt a corporate seal which the Corporation may use by
impressing or affixing it or a facsimile thereof, but the failure to have or
affix a corporate seal does not affect the validity of any instrument or any
action taken in reliance thereon or in pursuance thereof.

                    ARTICLE VIII.  Action Without a Meeting

         Any action required or permitted to be taken at a meeting of Directors
or of a Committee may be taken without a meting if a consent in writing setting
forth the action so taken is signed by all of the Directors or all the Members
of the Committee, as the case may be.

                        ARTICLE IX.  Interested Parties

         No transaction of the Corporation will be affected because a
Shareholder, Director, Officer or Employee of the Corporation is interested in
the transaction, and no interested party will be liable to the Corporation for
the party's profits, or for the Corporation's losses, from the transactions if
(i) (x) the interest is disclosed to the Corporation before the transaction and
noted in the minutes, (y) the interested party does not participate in the
Corporation's decision whether to enter into the transaction, and (z) the
transaction is approved by a vote sufficient for the purpose for Directors
present and not interested in the transaction or (ii) the transaction is fair
as to the Corporation at the time it is approved.

                             ARTICLE X.  Indemnity

I.       The Corporation will indemnify any person 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,
other than an action by or in the right of the Corporation (collectively an
Action), by reason of the fact that the person is or was a Director, Officer,
Employee or Agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee, agent or committee member of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
an Action, if the person acted in





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good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal Action had no reasonable cause to believe the conduct was unlawful.
The termination of any Action by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, will not, of itself, create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal Action, had reasonable cause to
believe that the conduct was unlawful.

II.      The Corporation will indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor
(collectively a Suit) by reason of the fact that the person is or was a
Director, Officer, Employee or Agent or the Corporation, or is or was serving
at the request of the Corporation as director, officer, employee, agent or
committee member of another corporation, partnership, joint venture, trust, or
other enterprise, and against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of the Suit if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
Corporation, except that no indemnification will be made in respect of any
claim, issue or matter as to which the person will have been adjudged to be
liable for negligence or misconduct in the performance of the person's duty to
the Corporation unless and only to the extent that the court in which the Suit
was brought determines upon application that, despite the adjudication of
liability that in view of all circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses which such court deems
proper.

III.     Any indemnification (unless ordered by a court) will be made by the
Corporation upon a determination that indemnification of the person is proper
under the circumstances because the person has met the applicable standards of
conduct set forth in subsections A or B.  This determination will be made (i)
by a majority of Directors who were not parties to the Action or to the Suit
(if a quorum consisting of at least two disinterested Directors is present) or
(ii) is such a quorum is not obtainable, or, even if obtainable, a quorum of
disinterested Directors so directs, by independent legal counsel, selected by
the disinterested quorum, or if none exists, by the Corporation's President, in
a written opinion, or (iii) by the Shareholders.





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IV.      Expenses (including attorneys; fees) incurred in defending an Action
or a Suit will be paid by the Corporation in advance of the final disposition
of such Action or Suit as authorized in the manner provided in subsection C
upon receipt of an undertaking by or on behalf of the person to repay such
amounts unless it is ultimately determined that the person is entitled to be
indemnified by the Corporation as authorized in this section.

V.       This indemnification provided by this section is not exclusive of any
other rights to which the person may be entitled under any vote of Shareholders
or otherwise, both as to action in the person's official capacity and as to
action in another capacity while holding the office, and will continue as to a
person who has ceased to be a Director, Officer, Employee, Agent or Committee
Member and will inure to the benefit of the heirs, and personal representatives
of such a person.

VI.      The Corporation may purchase and maintain insurance on behalf of any
person who is or was a Director, Officer, Employee or Agent of the Corporation,
or is director, officer, employee, agent or committee member of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred in any such capacity or
arising out of the person's status as such, whether or not the Corporation
could indemnify the person under the foregoing provisions.

                             ARTICLE XI. Amendments
         These Bylaws may be altered, amended or repealed by the Board unless
the power to do so is reserved to the Shareholders by the Articles of
Incorporation.

                            Secretary's Certificate

         I certify the foregoing to be the true copy of the Bylaws duly adopted
by the Corporation on  April 20, 1983.

                           /s/ Thomas F. McSharry, Jr. 
                           --------------------------- 
                                   Secretary





