AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 2000
REGISTRATION NO. 333-_____________
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
--------------------------
CERTICOM CORP.
(Exact name of Registrant as Specified in its Charter)
YUKON TERRITORY, CANADA 7371 NOT APPLICABLE
(Province or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Incorporation Industrial Classification Identification Number)
or Organization) Code Number)
5520 EXPLORER DRIVE, MISSISSAUGA, ONTARIO L4W 5L1 CANADA (905) 507-4220
(Address and telephone number of Principal Executive Offices)
CERTICOM CORP. 1997 STOCK OPTION PLAN
CERTICOM CORP. STOCK OPTION PLAN
(Full title of the Plans)
--------------------------
RICHARD D. BROUNSTEIN
SENIOR VICE PRESIDENT FINANCE, CHIEF FINANCIAL OFFICER AND SECRETARY,
CERTICOM CORP., A DELAWARE CORPORATION AND WHOLLY OWNED SUBSIDIARY OF
THE REGISTRANT
25801 INDUSTRIAL BOULEVARD, HAYWARD, CALIFORNIA 94545
(Name and Address of Agent for Service)
(510) 780-5400
(Telephone number, including area code, of agent for service)
--------------------------
Copies to:
GREGORY T. DAVIDSON
GIBSON, DUNN & CRUTCHER LLP
1530 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 849-5300
--------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO BE PROPOSED PROPOSED
TO BE REGISTERED REGISTERED (1) MAXIMUM MAXIMUM
OFFERING PRICE AGGREGATE AMOUNT OF
PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
Common Shares (3) 114,594 shares $9.69 $ 1,110,416 $ 294
- --------------------------------------------------------------------------------------------------------------
Common Shares (4) 2,721,984 shares (4) $ 76,915,279 $20,306
- --------------------------------------------------------------------------------------------------------------
Total: 2,836,578 shares --- $ 78,025,695 $20,600
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional Common
Shares which become issuable under the Certicom Corp. 1997 Stock Option
Plan and the Certicom Corp. Stock Option Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an
increase in the number of the outstanding Certicom Corp. Common Shares.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the maximum
offering price per share at which such options may be excercised.
(3) The Certicom Corp. Stock Option Plan authorizes the issuance of up to
1,000,000 Common Shares, 114,594 of which were subject to outstanding
options as of the date hereof that are exercisable at an average price
of $9.69 per share. No additional options will be issued under the
Certicom Corp. Stock Option Plan.
(4) The Certicom Corp. 1997 Stock Option Plan authorizes the issuance of up
to 3,000,000 Common Shares, 2,337,376 of which were subject to
outstanding options as of the date hereof that are exercisable at an
average exercise price of $24.11 per share, and 278,016 of which have
been previously issued. The remaining 384,608 Common Shares are subject
to future options issuances. The average of the high and low prices
per Common Share of Certicom Corp. on The Toronto Stock Exchange on
April 28, 2000 was $53.46.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART I
Item 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to
Part I of Form S-8.
Item 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:
(1) the Registrant's Registration Statement on Form F-10
(Registration No. 333-11586) filed on March 2, 2000, and all amendments and
supplements thereto.
(2) The description of our Common Shares, which is contained in our
Registration Statement filed under the Securities Exchange Act of 1934, as
amended, on Form 8-A, filed on March 14, 2000.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered hereunder have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such reports and documents.
Any document, and any statement contained in a document, incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any other subsequently filed document that
also is incorporated or deemed to be incorporated by reference herein, modifies
or supersedes such document or statement. Any such document or statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. Subject to the foregoing,
all information appearing in this Registration Statement is qualified in its
entirety by the information appearing in the documents incorporated by
reference.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Business Corporations Act (Yukon) (the "YBCA"), the
Registrant may indemnify a present or former director or officer of the
Registrant or person who acts or acted at the Registrant's request as a director
or officer of another body corporate of which the Registrant is or was a
shareholder or creditor, and his or her heirs and legal representatives:
(a) against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably
incurred by him or her in respect of any civil, criminal or
administrative action or proceeding to which he or she is made a
party be reason of being or having been a director or officer of
the Registrant;
(b) with court approval, against all costs, charges and expenses
reasonably incurred by him or her in connection with an action
brought by or on behalf of the Registrant or body corporate to
procure a judgment in its favor, to which he or she is made a
party by reason of being or having been a director or officer
of the Registrant or body corporate; and
(c) in respect of all costs, charges and expenses reasonably
incurred by him or her in connection with the defense of any
civil, criminal or administrative action or proceeding to which
he or she is made a party by reason of having been a director
or officer of the Registrant or body corporate, if he or she
was substantially successful on the merits of his or her
defense of the action or proceeding;
PROVIDED, in all cases, such director or officer (i) acted honestly and in good
faith with a view to the best interests of the Registrant, and (ii) in the case
of a criminal or administrative action or proceeding that is enforced by a
monetary penalty, such director or officer had reasonable grounds for believing
that his or her conduct was lawful.
The By-laws of the Registrant provide that the Registrant shall
indemnify every director or officer of the Registrant, every former director or
officer of the Registrant or a person who acts or acted at the Registrant's
request as a director or officer of a body corporate of which the Registrant is
or was a shareholder or creditor, and his or her heirs and legal representatives
to the extent permitted by YBCA.
The Company maintains insurance for the benefit of its directors and
officers against liability in their respective capacities as directors and
officers that covers, among other things, U.S. SEC claims, subject to certain
corporate deductibles. The annual premium payable by the Company in respect of
such insurance is approximately $504,000. The directors and officers are not
required to pay any premium in respect of the insurance. The policy contains
standard industry exclusions and no claims have been made thereunder to date.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
4.1 Certicom Corp. 1997 Stock Incentive Plan
4.2 Resolutions of the Option Committee of Certicom Corp.
4.3 Certicom Corp. Stock Option Plan
5 Opinion of Anton Campion MacDonald Oyler
23.1 Consent of Anton Campion MacDonald Oyler (included in
Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney. Reference is made to the signature
page hereto
Item 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution
2
not previously disclosed in this Registration Statement or any material change
to such information in this Registration Statement;
(2) That for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof,
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold upon the
termination of the Certicom Corp. 1997 Stock Option Plan and the Certicom Corp.
Stock Option Plan.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference into this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in Securities Act of
1933 and will be governed by the final adjudication of such issue.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hayward, State of California, on April 11, 2000
CERTICOM CORP.
By: /s/ Richard P. Dalmazzi
------------------------------------------
Richard P. Dalmazzi
President and Chief Executive Officer
4
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS
Each person whose signature appears below constitutes and appoints
Richard P. Dalmazzi and Richard D. Brounstein as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This power of attorney may be
signed in several counterparts.
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
indicated on the dates indicated.
SIGNATURE TITLE DATE
/s/ RICHARD P. DALMAZZI President, Chief Executive
- ---------------------------- Officer and Director April 11, 2000
Richard P. Dalmazzi Principal Executive Officer)
/s/ RICHARD D. BROUNSTEIN Senior Vice President Finance,
- ---------------------------- Chief Financial Officer and April 11, 2000
Richard D. Brounstein Secretary (Principal Financial
Officer and Principal Accounting
Officer)
/s/ BERNARD W. CROTTY
- ---------------------------- Director April 11, 2000
Bernard W. Crotty
Philip C. Deck
- ---------------------------- Director April 11, 2000
/s/ WILLIAM T. DODDS
- ---------------------------- Director April 6, 2000
William T. Dodds
/s/ ERLING RASMUSSEN
- ---------------------------- Director April 10, 2000
Erling E. Rasmussen
/s/ LOUIS E. RYAN
- ---------------------------- Director April 11, 2000
Louis E. Ryan
/s/ WILLIAM J. STEWART
- ---------------------------- Director April 7, 2000
William J. Stewart
- ---------------------------- Director April 11, 2000
Scott A. Vanstone
5
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of
1933, the Authorized Representative has signed this Registration Statement on
Form S-8, solely in his capacity as the duly authorized representative of
Certicom Corp. in the United States in the City of Hayward, State of California
on April 11, 2000.
By: /s/ RICHARD D. BROUNSTEIN
--------------------------------------------
Richard D. Brounstein
Senior Vice President Finance,
Chief Financial Officer and Secretary
Certicom Corp., a Delaware corporation
6
EXHIBIT INDEX
EXHIBIT DESCRIPTION
4.1 Certicom Corp. 1997 Stock Option Plan
4.2 Resolutions of the Option Committee of Certicom Corp.
4.3 Certicom Corp. Stock Option Plan
5 Opinion of Anton Campion MacDonald Oyler
23.1 Consent of Anton Campion MacDonald Oyler (included in
Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (included on the signature page hereof)