EXHIBIT 99.(A)(3)
[CERTICOM LOGO]
September 27, 2001
Dear Option Holder:
Certicom has recognized that, as a result of today's difficult market
conditions, many of the stock options that have heretofore been granted 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"), may not currently be providing the performance incentives for
our valued employees that were intended. Accordingly, I am happy to announce
that Certicom is offering you the opportunity to tender (surrender) for exchange
your currently outstanding options (vested and unvested) under the Option Plans
with an exercise price per share of (USD) $10.00 or more for new options to be
granted under the Option Plans (the "Offer"). Please note that the Offer is made
with respect to each entire option grant, which means that if you decide to
tender any options subject to a specific grant, you must tender all of the
options subject to that grant that remain outstanding. In addition, except for
those certain options that you may have received from Certicom on July 25, 2001,
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 (including those options with
exercise prices less than (USD) $10.00). Of course, you have the right to choose
not to tender any of your options.
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
below (USD) $10.00 may not be tendered for exchange under this offer; provided,
however, options with exercise prices less than (USD) $10.00 that are required
to be tendered by the terms of the offer will be exchanged at a ratio of one new
option for each old option tendered for exchange. We will grant the new options
on the first business day which is at least six months and one day following the
date we accept and cancel the tendered options. We expect to grant the new
options to you on or after April 29, 2002. Unfortunately, we are not able to
simply reprice your current options, offer an immediate grant date, or carry
forward current market prices to the grant date because doing so would mandate
additional and unfavorable compensation expenses under our accounting and
financial reporting requirements.
Please note that this Offer is only to current employees of Certicom and
its subsidiaries and you must continue to be an employee of Certicom or one of
its subsidiaries from the date you tender your options for exchange through the
date the new options are scheduled to be granted in order to receive new
options. If you do not remain an employee of Certicom or any of its subsidiaries
for any reason during such period, you will not receive any new options or any
other consideration for the options tendered by you and canceled by Certicom.
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The terms and conditions of new options will be governed by the applicable
stock option plan, as set forth in the Offer, and will include the following
terms:
. the per share exercise price of any new options granted to you will equal
the last reported sale price of our common shares on the Nasdaq National
Market or The Toronto Stock Exchange, as provided for in the applicable
option plan, on the date we grant the new options; and
. each of the new options will have 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.
There is no way to predict what the price of our common shares will be
during the next six months or thereafter. It is possible that the market price
of our common shares on the date of grant of any new options issued to you will
be higher than the current exercise price of your options. It is also possible
that you will no longer be employed by Certicom or any of its subsidiaries at
the anticipated time of such new option grant. For these reasons, you should
make a decision to tender only after careful, considered thought.
The board of directors makes no recommendation as to whether you should
tender or refrain from tendering your options in the Offer. You must make your
own decision whether to tender your options.
Certicom's offer is being made under the terms and subject to the
conditions of an offer to exchange and a related letter of transmittal which are
enclosed with this letter. You should carefully read the entire Offer to
Exchange and Letter of Transmittal before you decide whether to tender all or
any portion of your options. A tender of options involves risks which are
discussed in the Offer to Exchange.
To tender options, you will be required to properly complete and return to
us the Letter of Transmittal and any other documents specified in that letter by
the expiration date of the Offer. You must deliver a properly executed paper
copy or fax copy of the documents. E-mail delivery will not be accepted.
If you have any questions about the offer, please contact Gregory M.
Capitolo, Chief Financial Officer, at telephone: (510) 780-5400, fax: (510)
780-5401 or email: stock_admin@certicom.com. We thank you for your continued
efforts on behalf of Certicom Corp.
Sincerely,
_________________________________
Richard P. Dalmazzi
Chief Executive Officer
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