As filed with the Securities and Exchange Commission on January 9, 2001
Registration No. 333-52526
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
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 Not Applicable
(Province or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5520 Explorer Drive, Mississauga, Ontario L4W 5L1 Canada
(Address of Principal Executive Offices, Zip Code)
CERTICOM CORP. 2000 DIRECTORS' INCENTIVE PLAN
CERTICOM CORP. 2000 UNITED STATES STOCK PLAN
CERTICOM CORP. 1997 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 a 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)
Copy to:
Raymond P. Haas, Esq.
Howard, Rice, Nemerovski, Canady, Falk & Rabkin
A Professional Corporation
Three Embarcadero Center, 7th Floor
San Francisco, CA 94111
(415) 434-1600
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EXPLANATORY NOTE
This Amendment No. 1 to Registration Statement No. 333-52526 is being
filed solely to file an exhibit to the Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to the 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 the 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 Annual Report on Form 10-K for the fiscal year
ended April 30, 2000.
(2) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended July 31, 2000.
(3) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended October 31, 2000.
(4) The Registrant's Current Report on Form 8-K, filed on August 28,
2000.
(5) The Registrant's Current Report on Form 8-K, filed on September 27,
2000.
(6) The Registrant's Current Report on Form 8-K/A, filed on November
27, 2000.
(7) The Registrant's Report on Form 6-K, filed on July 31, 2000.
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(8) The Registrant's Report on Form 6-K, filed on September 5, 2000.
(9) 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), 13(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
herein.
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
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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 the 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. securities law claims, subject to
certain corporate deductibles. 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the
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opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
4.1 Certicom Corp. 2000 Directors' Incentive Plan (incorporated by
reference to the Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended October 31, 2000)
4.2 Certicom Corp. 1997 Stock Option Plan (incorporated by
reference to the Registrant's Registration Statement filed on
Form S-8 (Registration No. 333-36088), filed on May 2, 2000)
4.3 Certicom Corp. 2000 United States Stock Plan (incorporated by
reference to the Registrant's Registration Statement filed on
Form S-8 (Registration No. 333-37204), filed on May 18, 2000)
5.1* Opinion of Anton Campion MacDonald Oyler
23.1* Consent of Anton Campion MacDonald Oyler (included in Exhibit
5.1)
23.2* Consent of Deloitte & Touche LLP
23.3 Consent of KPMG LLP.
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* Previously filed.
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: (a) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, (b) to
reflect in the prospectus any facts or events arising after the effective date
of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement and (c) 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
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Registration Statement; provided, however, that clauses (1)(a) and (1)(b) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference 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. 2000 Directors' Incentive Plan, the Certicom Corp. 2000
United States Stock Plan and the Certicom Corp. 1997 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
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised 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
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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
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hayward, State of
California, on January 9, 2001.
CERTICOM CORP.
By: /s/ Richard P. Dalmazzi
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Richard P. Dalmazzi
President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the
following persons in the capacities indicated on January 9, 2001.
SIGNATURE TITLE
/s/ Richard P. Dalmazzi President, Chief Executive Officer and
- -------------------------------- Director (Principal Executive Officer)
Richard P. Dalmazzi
* Senior Vice President Finance,
- -------------------------------- Chief Financial Officer and Secretary
Richard D. Brounstein (Principal Financial Officer and
Principal Accounting Officer)
* Director
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Bernard W. Crotty
* Director
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Philip C. Deck
* Director
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William T. Dodds
Director
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Erling E. Rasmussen
* Director
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Louis E. Ryan
* Director
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William J. Stewart
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* Director
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Scott A. Vanstone
* By: /s/ Richard P. Dalmazzi
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Richard P. Dalmazzi
Attorney-in-fact
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EXHIBIT INDEX
Exhibit Description
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4.1 Certicom Corp. 2000 Directors' Incentive Plan (incorporated by
reference to the Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended October 31, 2000)
4.2 Certicom Corp. 1997 Stock Option Plan (incorporated by reference
to the Registrant's Registration Statement filed on Form S-8
(Registration No. 333-36088), filed on May 2, 2000)
4.3 Certicom Corp. 2000 United States Stock Plan (incorporated by
reference to the Registrant's Registration Statement filed on
Form S-8 (Registration No. 333-37204), filed on May 18, 2000)
5.1* Opinion of Anton Campion MacDonald Oyler
23.1* Consent of Anton Campion MacDonald Oyler (included in Exhibit
5.1)
23.2* Consent of Deloitte & Touche LLP
23.3 Consent of KPMG LLP
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* Previously filed.
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