SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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CERTICOM CORP.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
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Options to Purchase Common Stock, No Par Value,
Having an Exercise Price Per Share of USD $10.00 or More
(Title of Class of Securities)
15691510
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Gregory Capitolo
Chief Financial Officer
Certicom Corp.
25801 Industrial Boulevard
Hayward, California 94545
(510) 780-5400
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)
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Copy to:
Gregory T. Davidson, Esq.
Gibson, Dunn & Crutcher LLP
1530 Page Mill Road
Palo Alto, CA 94304
(650) 849-5300
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CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
- --------------------------------------------------------------------------------
Not Applicable Not Applicable
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* A filing fee is not required in connection with this filing as it relates
solely to preliminary communications made before the commencement of a tender
offer.
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[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: Not Applicable Filing party: Not Applicable.
Form or Registration No.: Not Applicable Date filed: Not Applicable.
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. [_]
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The following press release, which does not constitute an offer to
exchange, was issued on July 6, 2001 by Certicom Corp.
Friday July 6, 8:00 am Eastern Time
Press Release
SOURCE: Certicom Corp.
Certicom Offers Voluntary Stock Option Exchange Program
Unique Program Designed to Reward and Retain Employees HAYWARD, CA, July 6
/PRNewswire/ - Certicom Corp. (NASDAQ NM: CERT - news; TSE: CIC - news), a
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leading provider of mobile e-business security, today announced that its Board
of Directors has approved a voluntary stock option exchange program to be
offered to employees near the end of July.
"I am very proud of how the entire Certicom team has performed as we face this
challenging economic environment," said Rick Dalmazzi, Certicom's President and
Chief Executive Officer. "Going forward, we recognize that our employees are
the single most vital asset to the growth of our company. It is appropriate that
we acknowledge their central role in our future success, and provide incentives
for them to share in the rewards of creating value," Dalmazzi continued.
Subject to regulatory approval, the new program will offer eligible employees
the opportunity to exchange certain outstanding stock options for a lesser
number of new options. The new options will be granted under the terms of the
applicable stock option plan at the fair market value of the company's common
stock on a date that is no sooner than six months and one day from the date of
cancellation of the options tendered for exchange. Currently, the grant date is
expected to be on or after February 18, 2002. The program also provides for a
limited number of new options to be granted with six-month vesting and a limited
exercise window as an incentive to complete goals and drive corporate value for
the benefit of employees and shareholders during the current fiscal year. The
Company's Board of Directors and executive officers are not eligible to
participate in this program.
"We have been sensitive to shareholder concerns as we have formulated this
program," said Greg Capitolo, Certicom's Chief Financial Officer. "The new
option grants, with their limited exercise window, provide employees the
incentive to create value in the company during the exchange period.
Furthermore, by limiting the number of new grants, and by exchanging existing
options in ratios of less than one-for-one, we feel that these steps are likely
to lead to a reduction in the number of outstanding employee stock options,"
Capitolo continued.
Program Details
For options with exercise prices over $23.00 (USD), program participants will
receive one new option for each two options tendered for exchange. For options
with exercise prices between $10.00 (USD) and $22.99 (USD), program participants
will receive two new options for each three options tendered for exchange.
Options with exercise prices below $10.00 (USD) may not be tendered for exchange
under this new program. Each of the new options will have a vesting schedule
whereby 25% will vest immediately upon issue, and the balance will vest monthly
on a prorated basis for 24 months. The new options will be exercisable for a
period of 10 years from the date of grant. If all eligible employees elect to
participate fully,
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the effect of this portion of the program will reduce the number of common
shares subject to outstanding employee options by 1,281,000 shares.
The program also provides for one-time grants of up to 600,000 up to 600,000 new
stock options to employees as an incentive to complete corporate goals in the
near term. These new grants which, collectively, will total up to 600,000 will
be made under the company's existing stock option plans . The new options will
be granted on or about July 15, 2001 and will vest at a rate of 1/6 of the grant
each month for six consecutive months. These new option grants will expire on
March 29, 2002, providing a powerful incentive to drive corporate value over the
next few quarters.
Eligibility
In order to be eligible for the voluntary exchange program, employees must be
participants in the company's stock option plans with options that have exercise
prices as stated above. In addition, employees must still be employed on the
future grant date (currently anticipated to be on or after February 18, 2002) to
enjoy the benefits of this new program, thus providing an incentive for employee
retention. Members of the company's Board of Directors and executive officers
are not eligible to participate in either aspect of this program.
Further Information
The company has not commenced the offer to exchange that is referred to in this
communication. Upon commencement of such offer, the company will file with the
Securities and Exchange Commission a Schedule TO and related exhibits, including
the offer to exchange, letter of transmittal and other related documents.
Employees of Certicom who are optionholders are strongly encouraged to read the
Schedule TO and related exhibits, including the offer to exchange, letter of
transmittal and other related documents, when they become available because they
will contain important information about the offer. The Schedule TO and related
exhibits will be available without charge at the Securities and Exchange
Commission website at www.sec.gov and will be delivered without charge to all
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employees of Certicom who are eligible for the offer to exchange. Additional
copies of these documents may be obtained without charge by employees of
Certicom who are eligible for the offer to exchange by contacting the person
specified in these documents.
About Certicom
Certicom is a leading provider of information security software and services,
specializing in solutions for mobile e-business. The company's products and
services are specifically designed to address the challenges of a wireless data
environment. Certicom's solutions incorporate its efficient encryption
technology and are based on industry standards for information security that
utilize public key cryptography. Certicom's products are currently licensed to
more than 200 customers including Cisco Systems, Inc., Handspring Inc.,
Motorola, Inc., Nortel Networks, Openwave Systems, Inc., Palm, Inc., QUALCOMM,
Inc., Research In Motion Ltd., Sony International (Europe) GmbH, and VeriSign
Inc. Certicom's headquarters and worldwide sales and marketing operations are
based in the Silicon Valley in Hayward. For more information, visit Certicom's
Web site at http://www.certicom.com.
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Except for historical information contained herein, this press release contains
forward-looking statements that involve risks and uncertainties. Actual results
may differ materially. Factors that might cause a difference include, but are
not limited to, the number of options tendered by employees for exchange under
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the proposed plan, future stock price fluctuations, the impact of issuing shares
of the company's Common Stock, the acceptance of mobile and wireless devices and
the continued growth of e-commerce and m- commerce, the increase of the demand
for mutual authentication in m-commerce transactions, the acceptance of Elliptic
Curve Cryptography (ECC) technology as an industry standard, the market
acceptance of our principal products and sales of our customer's products, the
impact of competitive products and technologies, the possibility of our products
infringing patents and other intellectual property of fourth parties, and costs
of product development. Certicom will not update these forward-looking
statements to reflect events or circumstances after the date hereof. More
detailed information about potential factors that could affect Certicom's
financial results is included in the documents Certicom files from time to time
with the Securities and Exchange Commission and Canadian securities regulatory
authorities.
SOURCE: Certicom Corp.
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