AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 2000
REGISTRATION NO. 333-_____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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CERTICOM CORP.
(Exact name of Registrant as Specified in its Charter)
YUKON TERRITORY, CANADA 7371 NOT APPLICABLE
(Province or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification Number)
Incorporation or
Organization)
5520 EXPLORER DRIVE, MISSISSAUGA, ONTARIO L4W 5L1 CANADA (905) 507-4220
(Address and telephone number of Principal Executive Offices)
CERTICOM CORP. EMPLOYEE STOCK PURCHASE PLAN
CERTICOM CORP. 2000 UNITED STATES STOCK PLAN
(Full title of the Plans)
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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)
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Copies to:
GREGORY T. DAVIDSON
GIBSON, DUNN & CRUTCHER LLP
1530 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 849-5300
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1)(3) PER SHARE(2) OFFERING PRICE(2) FEE
- ----------------------------------------------- ------------------ ----------------- ----------------- ----------------
Common Shares 1,500,000 shares $46.16 $69,240,000.00 $18,280.00
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(1) This Registration Statement shall also cover any additional Common Shares
which become issuable under the Certicom Corp. Employee Stock Purchase Plan
and the Certicom Corp. 2000 United States Stock 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) and
457(c) of the Securities Act of 1933, as amended, based on the average of
the high and low prices of the Common Shares on Nasdaq National Market on
May 12, 2000, which was $46.16.
(3) The Certicom Corp. Employee Stock Purchase Plan authorizes the issuance of
up to 500,000 Common Shares, and the Certicom Corp. 2000 United States
Stock Plan authorizes the issuance of up to 1,000,000 Common Shares, none
of which were subject to outstanding options as of the date of filing this
Registration Statement on Form S-8.
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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; and
(2) the description of our Common Shares, which is contained in our
Registration Statement on Form 8-A (File No. 1-15010), 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 by 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. Employee Stock Purchase Plan
4.2 Certicom Corp. 2000 United States Stock 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)
Item 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
2
(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 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. Employee Stock Purchase Plan and the Certicom
Corp. 2000 United States Stock 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.
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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 May 16, 2000.
CERTICOM CORP.
By \s\ Richard P. Dalmazzi
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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, and each of them, 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 (Principal Executive Officer) May 16, 2000
Richard P. Dalmazzi
\s\ Richard D. Brounstein Senior Vice President Finance,
- ------------------------------------- Chief Financial Officer and Secretary May 16, 2000
Richard D. Brounstein (Principal Financial Officer and
Principal Accounting Officer)
\s\ Bernard Crotty Director
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Bernard W. Crotty May 16, 2000
Director
- -------------------------------------
Philip C. Deck
\s\ William T. Dodds Director
- -------------------------------------
William T. Dodds May 16, 2000
\s\ Erling E. Rasmussen Director
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Erling E. Rasmussen May 11, 2000
\s\ Louis E. Ryan Director
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Louis E. Ryan May 16, 2000
Director
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William J. Stewart
\s\ Scott A. Vanstone Director
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Scott A. Vanstone May 11, 2000
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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 May 16, 2000.
By: \s\ Richard D. Brounstein
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Richard D. Brounstein
Senior Vice President Finance,
Chief Financial Officer and Secretary
Certicom Corp., a Delaware corporation
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EXHIBIT INDEX
Exhibit Description
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4.1 Certicom Corp. Employee Stock Purchase Plan
4.2 Certicom Corp. 2000 United States Stock 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)