EXHIBIT 2.1

                      CERTIFICATE OF OWNERSHIP AND MERGER
                                    MERGING
                                  INTRADO INC.
                                     INTO
                            SCC COMMUNICATIONS CORP.

     Pursuant to Section 253 of the General Corporation Law of the State of
Delaware, SCC Communications Corp. (the "Corporation") hereby certifies:

        FIRST:   That the Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.

        SECOND:  That the Corporation owns all of the outstanding shares of
the capital stock of Intrado Inc., a corporation incorporated pursuant to the
General Corporation Law of the State of Delaware (the "Subsidiary").

        THIRD:   That the Corporation, by the following resolutions of its
Board of Directors, duly adopted by unanimous written consent dated as of May
25, 2001, determined to merge the Subsidiary into the Corporation and to
change the corporate name of the Corporation to "Intrado Inc." on the
conditions set forth in such resolutions:

     RESOLVED:   That the Corporation shall merge into itself its wholly owned
                 subsidiary, Intrado Inc., a Delaware corporation (the
                 "Subsidiary"), and shall assume all of the Subsidiary's
                 liabilities and obligations (the "Merger"); and that upon
                 the effectiveness of the Merger, the Corporation's
                 corporate name shall be changed to "Intrado Inc."

     RESOLVED:   That the President and Chief Executive Officer and the Chief
                 Financial Officer of the Corporation (the "Authorized
                 Officers") are jointly and severally authorized and
                 directed to prepare, execute and file with the Secretary
                 of State of the State of Delaware a Certificate of
                 Ownership and Merger setting forth a copy of the
                 preceding resolution and this resolution, the filing
                 thereof to be conclusive evidence of the authorization
                 thereof by the Board of Directors of the Corporation.

     IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Certificate of Ownership and Merger to be signed by
its Chief Executive Officer and President as of June 4, 2001.

                                   SCC COMMUNICATIONS CORP.


                                   By:
                                       --------------------------------------
                                       George K. Heinrichs
                                       Chief Executive Officer and President