EXHIBIT 99.(A)(2)
CERTICOM CORP.
LETTER OF TRANSMITTAL
PURSUANT TO THE OFFER TO EXCHANGE DATED SEPTEMBER 27, 2001
TO TENDER OPTIONS TO PURCHASE COMMON SHARES OF CERTICOM CORP. HAVING AN EXERCISE
PRICE PER SHARE OF (USD) $10.00 OR MORE
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THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, EASTERN TIME, ON OCTOBER 25, 2001,
UNLESS THE OFFER IS EXTENDED
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To: Certicom Corp.
Attention: Gregory M. Capitolo
25821 Industrial Boulevard
Hayward, CA 94545
Telephone: (510) 780-5400
Fax: (510) 780-5401
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DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION VIA FAX TO A NUMBER OTHER
THAN AS SET FORTH ABOVE OR TRANSMISSION VIA E-MAIL WILL NOT
CONSTITUTE A VALID DELIVERY.
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Pursuant to the terms and subject to the conditions of the Offer to
Exchange dated September 27, 2001 and this Letter of Transmittal, I hereby
tender the following options or portions thereof to purchase common shares, no
par value ("Option Shares"), outstanding under the Certicom Corp. Stock Option
Plan (the "Original Plan"), the Certicom Corp. 1997 Stock Option Plan, as
amended as of October 19, 2000 (the "1997 Plan"), and the Certicom Corp. 2000
United States Stock Plan, as amended as of October 19, 2000 (the "2000 U.S.
Plan," and with the Original Plan and the 1997 Plan, the "option plans"), having
an exercise price per share of (USD) $10.00 or more (to validly tender such
options or portions thereof you must complete the following table according to
instructions 2 and 3 on page 4 of this Letter of Transmittal):
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Option Plan - Total Number of Option Number of Option Shares to
Original Plan, Grant Date of Exercise Price Shares Subject to Option be Tendered (must be in
the Option (1) of Option (2) whole Option Shares) (2)
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the 1997 Plan
or the 2000
U.S. Plan
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(1) List each option on a separate line even if more than one option was issued
on the same grant date.
(2) If you are tendering any options subject to a specific grant, you must
tender all of the options subject to that grant that remain outstanding. In
addition, if you tender any option grants for exchange, you must also
tender for exchange all option grants that you received during the six
months immediately prior to the date we accept tendered options for
exchange that have an exercise price that is less than the lowest exercise
price of the options that you tender pursuant to this offer to exchange.
To Certicom Corp.:
Upon the terms and subject to the conditions set forth in the Offer to
Exchange dated September 27, 2001 (the "Offer to Exchange"), my receipt of which
I hereby acknowledge, and in this Letter of Transmittal (this "Letter" which,
together with the Offer to Exchange, as they may be amended from time to time,
constitutes the "Offer"), I, the undersigned, hereby tender to Certicom Corp., a
Delaware corporation (the "Company"), the options to purchase shares ("Option
Shares") of common shares, no par value, of the Company (the "Common Shares")
specified in the table on page 1 of this Letter (the "Tendered Options") in
exchange for "New Options," which are new options to purchase Common Shares
equal in number in accordance with the following: Options with exercise prices
equal to (USD) $23.00 or more will be exchanged at a ratio of one new option for
each two old options tendered for exchange. Options with exercise prices equal
to (USD) $10.00 or more and less than or equal to (USD) $22.99 will be exchanged
at a ratio of two new options for each three old options tendered for exchange.
Options with exercise prices less than (USD) $10.00 that are required to be
tendered by the terms of this offer will be exchanged at a ratio of one new
option for each old option tendered for exchange. All New Options will be
subject to the terms of the applicable Certicom Corp. option plan and to a new
option agreement between the Company and me.
Subject to, and effective upon, the Company's acceptance for exchange of
the Tendered Options in accordance with the terms and subject to the conditions
of the Offer (including, if the Offer is extended or amended, the terms and
conditions of any such extension or amendment), I hereby sell, assign and
transfer to, or upon the order of, the Company all right, title and interest in
and to the Tendered Options.
I hereby represent and warrant that I have full power and authority to
tender the Tendered Options and that, when and to the extent the Tendered
Options are accepted for exchange by the
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Company, the Tendered Options will be free and clear of all security interests,
liens, restrictions, charges, encumbrances, conditional sales agreements or
other obligations relating to the sale or transfer thereof (other than pursuant
to the applicable option agreement) and the Tendered Options will not be subject
to any adverse claims. Upon request, I will execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
exchange of the Tendered Options pursuant to the Offer.
The name and social security number of the registered holder of the
Tendered Options appears below exactly as it appears on the option agreement or
agreements representing the Tendered Options. In the appropriate boxes of the
table on page 1 of this Letter, I have listed for each Tendered Option the total
number of Option Shares subject to the Tendered Option, the grant date of the
Tendered Option and the exercise price.
I understand and acknowledge that:
(1) I may tender my options outstanding under the option plans having
an exercise price per share of (USD) $10.00 or more and that I am not
required to tender any of such options in the Offer. However, I must
tender all or none of the shares subject to an individual grant (no partial
tender of options). Except for those certain options that I may have
received from the Company on July 25, 2001, if I elect to tender any
options, I must also tender any option I received within the six months
immediately prior to the date the Company accepts the Tendered Options for
exchange (including those options with exercise prices less than (USD)
$10.00).
(2) All Tendered Options properly tendered prior to 12:00 midnight,
Eastern time, on October 25, 2001, unless the Company has extended the
period of time the Offer will remain open (the "Expiration Date"), and not
properly withdrawn will be exchanged for New Options, upon the terms and
subject to the conditions of the Offer, including the conditions described
in Sections 1 and 6 of the Offer to Exchange.
(3) Upon the Company's acceptance of the Tendered Options for exchange,
I understand that the option agreement or agreements to which the Tendered
Options are subject will be terminated and the options thereunder will be
canceled. All New Options will be subject to the terms and conditions of
the Plan and the terms of a new option agreement between the Company and
me, a copy of which I will receive after the New Options are granted.
(4) The New Options will not be granted until the first business day
that is at least six months and one day after the date the Company accepts
for exchange and cancels the Tendered Options and will have (a) an exercise
price equal to the fair market value of the Company's common shares on that
grant date and (b) a vesting schedule whereby twenty-five percent (25%) of
the options shall vest immediately upon issue, and the remaining options
shall vest monthly in an equal amount until fully vested on the second
anniversary of the grant date.
(5) I must be an employee of the Company or one of its subsidiaries
from the date I tender the Tendered Options through the date the New
Options are granted in order to
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receive the New Options, and, if for any reason I do not remain an
employee, I will not receive any New Options or any other consideration for
the Tendered Options.
(6) By tendering the Tendered Options pursuant to the procedure
described in Section 3 of the Offer to Exchange and in the instructions to
this Letter, I accept the terms and conditions of the Offer. The Company's
acceptance for exchange of the Tendered Options will constitute a binding
agreement between the Company and me upon the terms and subject to the
conditions of the Offer.
(7) Under certain circumstances set forth in the Offer to Exchange, the
Company may terminate or amend the Offer and postpone its acceptance and
cancellation of any Tendered Options, and in any such event, the Tendered
Options delivered herewith but not accepted for exchange will be returned
to me at the address indicated below.
(8) All options that I choose not to tender for exchange or that are
not accepted for exchange, assuming they are not required to be tendered
for exchange as described in clause (1) above, shall remain outstanding and
retain their current exercise price and vesting schedule.
(9) The Company has advised me to consult with my own tax and financial
advisors as to the consequences of participating or not participating in
the Offer.
(10) I agree to all of the terms and conditions of the Offer.
All authority herein conferred or agreed to be conferred shall not be
affected by, and shall survive, my death or incapacity, and all of my
obligations hereunder shall be binding upon my heirs, personal representatives,
successors and assigns. Except as stated in the Offer, this tender is
irrevocable.
THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF OPTIONS BE ACCEPTED
FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR
ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH
JURISDICTION.
I agree to all of the terms and conditions of the Offer.
You must complete and sign the following exactly as your name appears on
the option agreement or agreements evidencing the Options you are tendering. If
the signature is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or another person acting in a fiduciary or
representative capacity, please set forth the signer's full title and include
with this Letter proper evidence of the authority of such person to act in such
capacity.
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SIGNATURE OF OWNER
X___________________________________________
Signature of Holder or Authorized Signatory
(See Instructions 1 and 4)
Date: ________________, 2001.
Print Name:__________________________
Capacity:____________________________
Address:_____________________________
_____________________________________
Telephone No. (with area code):
_______________
Tax ID/Social Security No.:
___________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of Letter of Transmittal. A properly completed and duly
executed original of this Letter (or a fax thereof), and any other documents
required by this Letter, must be received by the Company at its address set
forth on the front cover of this Letter on or before the Expiration Date.
THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR OPTION
AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
THE COMPANY. IF YOU ELECT TO DELIVER YOUR DOCUMENTS BY MAIL, THE COMPANY
RECOMMENDS THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. E-MAIL
DELIVERY WILL NOT BE ACCEPTED. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME
TO ENSURE TIMELY DELIVERY.
Tenders of Options made pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date. If the Offer is extended by the Company beyond
that time, you may withdraw your tendered options at any time until the extended
expiration of the Offer. In addition, unless the Company accepts your tendered
Options before 12:00 midnight, Eastern time, on November 21, 2001, you may
withdraw your tendered Options at any time after November 21, 2001. To withdraw
tendered Options you must deliver a written notice of withdrawal, or a fax
thereof, with the required information to the Company while you still have the
right to withdraw the tendered Options. Withdrawals may not be rescinded and
any Options withdrawn will thereafter be deemed not properly tendered for
purposes of the Offer unless such withdrawn Options are properly re-tendered
prior to the Expiration Date by following the procedures described above.
The Company will not accept any alternative, conditional or contingent
tenders. All tendering Option Holders, by execution of this Letter (or a fax of
it), waive any right to receive any notice of the acceptance of their tender,
except as provided for in the Offer to Exchange.
2. Inadequate Space. If the space provided herein is inadequate, the
information requested by the table on page 1 of this Letter regarding the
Options to be tendered should be provided on a separate schedule attached
hereto.
3. Tenders. If you intend to tender options pursuant to the Offer, you must
complete the table on page 1 of this Letter by providing the following
information for each Option that you intend to tender: grant number, grant date,
exercise price, total number of Option Shares subject to the Option and number
of Option Shares you are tendering. You may tender options for all or none of
the shares of our common shares subject to an individual grant. If you tender
any options, you must tender all options granted within six months prior to the
date the Company cancels options accepted for exchange that have an exercise
price that is less than the lowest exercise price of the option that you tender
pursuant to the Offer.
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4. Signatures on This Letter of Transmittal. If this Letter is signed by
the holder of the Options, the signature must correspond with the name as
written on the face of the option agreement or agreements to which the Options
are subject without alteration, enlargement or any change whatsoever.
If this Letter is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to the Company of the authority of such person so
to act must be submitted with this Letter.
5. Requests for Assistance or Additional Copies. Any questions or requests
for assistance, as well as requests for additional copies of the Offer to
Exchange or this Letter may be directed to Gregory M. Capitolo, at the address
and telephone number given on the front cover of this Letter. Copies will be
furnished at the Company's expense.
6. Irregularities. All questions as to the number of Option Shares subject
to Options to be accepted for exchange, and the validity, form, eligibility
(including time of receipt) and acceptance for exchange of any tender of Options
will be determined by the Company in its discretion, which determinations shall
be final and binding on all parties. The Company reserves the right to reject
any or all tenders of Options the Company determines not to be in proper form or
the acceptance of which may, in the opinion of the Company's counsel, be
unlawful. The Company also reserves the right to waive any of the conditions of
the Offer and any defect or irregularity in the tender of any particular
Options, and the Company's interpretation of the terms of the Offer (including
these instructions) will be final and binding on all parties. No tender of
Options will be deemed to be properly made until all defects and irregularities
have been cured or waived. Unless waived, any defects or irregularities in
connection with tenders must be cured within such time as the Company shall
determine. Neither the Company nor any other person is or will be obligated to
give notice of any defects or irregularities in tenders, and no person will
incur any liability for failure to give any such notice.
IMPORTANT: TO ACCEPT THE OFFER, THIS LETTER (OR A FAX COPY THEREOF)
TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE COMPANY, ON
OR PRIOR TO THE EXPIRATION DATE. YOU MUST DELIVER A PROPERLY EXECUTED PAPER
COPY OR FAX COPY OF THE DOCUMENTS. E-MAIL DELIVERY WILL NOT BE ACCEPTED.
7. Important Tax Information. You should refer to Sections 13 and 14 of the
Offer to Exchange, which contains important tax information.
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