-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WnV1mEW3x5gcq89g4aVstRDufaf7r9vd2+gXW2jFBkSP9B11tjdMAifcD8ejJ9Px eQ+L6rQfho/EgrPJxKo6ZA== 0000912057-00-021012.txt : 20000503 0000912057-00-021012.hdr.sgml : 20000503 ACCESSION NUMBER: 0000912057-00-021012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20000502 EFFECTIVENESS DATE: 20000502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERTICOM CORP CENTRAL INDEX KEY: 0001075710 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-36088 FILM NUMBER: 616898 BUSINESS ADDRESS: STREET 1: 200 MATHESON BOULEVARD WEST CITY: MISSISSAUGA STATE: A6 BUSINESS PHONE: 9055074220 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 2000 REGISTRATION NO. 333-_____________ - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 -------------------------- CERTICOM CORP. (Exact name of Registrant as Specified in its Charter) YUKON TERRITORY, CANADA 7371 NOT APPLICABLE (Province or Other (Primary Standard (I.R.S. Employer Jurisdiction of Incorporation Industrial Classification Identification Number) or Organization) Code Number) 5520 EXPLORER DRIVE, MISSISSAUGA, ONTARIO L4W 5L1 CANADA (905) 507-4220 (Address and telephone number of Principal Executive Offices) CERTICOM CORP. 1997 STOCK OPTION PLAN CERTICOM CORP. 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 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) -------------------------- Copies to: GREGORY T. DAVIDSON GIBSON, DUNN & CRUTCHER LLP 1530 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94304 (650) 849-5300 -------------------------- CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------- TITLE OF SECURITIES AMOUNT TO BE PROPOSED PROPOSED TO BE REGISTERED REGISTERED (1) MAXIMUM MAXIMUM OFFERING PRICE AGGREGATE AMOUNT OF PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------- Common Shares (3) 114,594 shares $9.69 $ 1,110,416 $ 294 - -------------------------------------------------------------------------------------------------------------- Common Shares (4) 2,721,984 shares (4) $ 76,915,279 $20,306 - -------------------------------------------------------------------------------------------------------------- Total: 2,836,578 shares --- $ 78,025,695 $20,600 - -------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional Common Shares which become issuable under the Certicom Corp. 1997 Stock Option Plan and the Certicom Corp. Stock Option 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) of the Securities Act of 1933, as amended, on the basis of the maximum offering price per share at which such options may be excercised. (3) The Certicom Corp. Stock Option Plan authorizes the issuance of up to 1,000,000 Common Shares, 114,594 of which were subject to outstanding options as of the date hereof that are exercisable at an average price of $9.69 per share. No additional options will be issued under the Certicom Corp. Stock Option Plan. (4) The Certicom Corp. 1997 Stock Option Plan authorizes the issuance of up to 3,000,000 Common Shares, 2,337,376 of which were subject to outstanding options as of the date hereof that are exercisable at an average exercise price of $24.11 per share, and 278,016 of which have been previously issued. The remaining 384,608 Common Shares are subject to future options issuances. The average of the high and low prices per Common Share of Certicom Corp. on The Toronto Stock Exchange on April 28, 2000 was $53.46. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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. (2) The description of our Common Shares, which is contained in our Registration Statement filed under the Securities Exchange Act of 1934, as amended, on Form 8-A, 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 be 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. 1997 Stock Incentive Plan 4.2 Resolutions of the Option Committee of Certicom Corp. 4.3 Certicom Corp. Stock Option 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. Reference is made to the signature page hereto 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 to include any material information with respect to the plan of distribution 2 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. 1997 Stock Option Plan and the Certicom Corp. 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 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. 3 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 April 11, 2000 CERTICOM CORP. By: /s/ Richard P. Dalmazzi ------------------------------------------ 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 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 April 11, 2000 Richard P. Dalmazzi Principal Executive Officer) /s/ RICHARD D. BROUNSTEIN Senior Vice President Finance, - ---------------------------- Chief Financial Officer and April 11, 2000 Richard D. Brounstein Secretary (Principal Financial Officer and Principal Accounting Officer) /s/ BERNARD W. CROTTY - ---------------------------- Director April 11, 2000 Bernard W. Crotty Philip C. Deck - ---------------------------- Director April 11, 2000 /s/ WILLIAM T. DODDS - ---------------------------- Director April 6, 2000 William T. Dodds /s/ ERLING RASMUSSEN - ---------------------------- Director April 10, 2000 Erling E. Rasmussen /s/ LOUIS E. RYAN - ---------------------------- Director April 11, 2000 Louis E. Ryan /s/ WILLIAM J. STEWART - ---------------------------- Director April 7, 2000 William J. Stewart - ---------------------------- Director April 11, 2000 Scott A. Vanstone 5 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 April 11, 2000. By: /s/ RICHARD D. BROUNSTEIN -------------------------------------------- Richard D. Brounstein Senior Vice President Finance, Chief Financial Officer and Secretary Certicom Corp., a Delaware corporation 6 EXHIBIT INDEX EXHIBIT DESCRIPTION 4.1 Certicom Corp. 1997 Stock Option Plan 4.2 Resolutions of the Option Committee of Certicom Corp. 4.3 Certicom Corp. Stock Option 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) EX-4.1 2 EXHIBIT 4.1 EX-4.1 CERTICOM CORP. 1997 STOCK OPTION PLAN 1. PURPOSE OF THE PLAN The purpose of the Plan is to encourage directors, officers and employees of Certicom Corp. (the "Corporation") or any of its subsidiaries and other persons: (a) to promote the interests, growth and development of the Corporation by providing them with the opportunity through share options to acquire a proprietary interest in the Corporation; (b) to recognize the contribution of such directors, officers, employees and other persons; and (c) to encourage such directors, officers, employees and other persons to acquire Common Shares of the Corporation. 2. DEFINITIONS In this Plan: (a) "Associate" has the meaning assigned by the Securities Act (Ontario), as amended from time to time; (b) "Board of Directors" means the board of directors of the Corporation; (c) "Committee" means a committee appointed by the Board of Directors and consisting of not less than three members of the Board of Directors to administer the Plan. All references in the Plan to the Committee means the Board of Directors if no Committee has been appointed; (d) "Common Shares" means the Common Shares of the Corporation or, in the event of an adjustment contemplated in Section 9 hereof, such other securities to which an Eligible Person may be entitled upon the exercise of an Option as a result of such adjustment; (e) "Date of Grant" means the date an Eligible Person is granted an Option; (f) "Director" means a person occupying the position of director on the Board of Directors; (g) "Eligible Persons" means any Director or Employee or any other person or corporation approved by the Committee; (h) "Employee" means an employee of the Corporation or its subsidiaries; (i) "Exchange" means The Toronto Stock Exchange or, if the Common Shares are not then listed and posted for trading on The Toronto Stock Exchange, on such stock exchange on which such shares are listed and posted for trading as may be selected for such purpose by the Committee; (j) "Exercise Date" means the date the Corporation receives from the Eligible Person a completed Stock Option Purchase Form with payment for the Option Shares being purchased; (k) "Insider" means: (i) an insider of the Corporation as defined by the Securities Act (Ontario) as amended from time to time, other than a person who falls within such definition solely by virtue of being a director or senior officer of a subsidiary of the Corporation; and (ii) an Associate of any person who is an Insider by virtue of clause (i) of this definition; (l) "Market Price" per Common Share at any date shall be the closing price of the Common Shares on the Exchange (or, if the Common Shares are not then listed and posted for trading on the Exchange, on such stock exchange on which such shares are listed and posted for trading as may be selected for such purpose by the Committee) on the trading day immediately preceding the Date of Grant. In the event that the Common Shares are not listed and posted for trading on any stock exchange, the Market Price shall be determined by the Committee in its sole discretion; (m) "Option" means the right granted by the Corporation pursuant to the Plan to purchase Common Shares; (n) "Option Period" means the period set forth in Section 6 during which an Eligible Person may purchase Option Shares; (o) "Option Price" means the price per share at which an Eligible Person may purchase Option Shares"; (p) "Option Shares" means the Common Shares of the Corporation which an Eligible Person is entitled to purchase pursuant to an Option; (q) "Outstanding Issue" means the number of Common Shares that are outstanding immediately prior to any issuance of Options under the Plan or any issuance of Option Shares, as the case may be, excluding Option Shares issued pursuant to the Plan and all other plans or stock option agreements to which the Corporation may be a party during the preceding one year period; (r) "Participants" means Eligible Persons to whom Options are granted pursuant to the Plan and which remain unexercised; and 2 (s) "Plan" means this Certicom Corp. 1997 Stock Option Plan. 3. ADMINISTRATION (a) The Plan shall be administered by the Committee. The members of the Committee shall serve at the pleasure of the Board and vacancies occurring in the Committee shall be filled by the Board. (b) A majority of the members of the Committee shall constitute a quorum and all actions of the Committee shall be taken by a majority of the members present at any meeting. Any action of the Committee may be taken by an instrument or instruments in writing signed by all the members of the Committee, and any actions so taken shall be as effective as if it had been passed by a majority of the votes cast by the members of the Committee present at a meeting of such members duly called and held. (c) The Committee shall have the power, where consistent with the general purpose and intent of the Plan and subject to the specific provisions of the Plan: (i) to establish policies and to adopt rules and regulations for carrying out the purposes, provisions and administration of the Plan; (ii) to interpret and construe the Plan and to determine all questions arising out of the Plan and any Option granted pursuant to the Plan, and any such interpretation, construction or termination made by the Committee shall be final, binding and conclusive for all purposes; (iii) to determine to which Eligible Persons Options are to be granted and to grant Options; (iv) to determine the number of Common Shares covered by each Option; (v) to determine the Option Price; (vi) to determine the time or times when Options will be granted and exercisable; (vii) to determine if the Common Shares that are subject to an Option will be subject to any restrictions upon the exercise of such Option; and (viii) to prescribe the form of the instruments relating to the grant, exercise and other terms of Option Shares. 3 4. NUMBER OF OPTION SHARES The aggregate number of Option Shares which may be issued hereunder shall not exceed 3,000,000. Option Shares in respect of which Options are not exercised prior to expiry in accordance with the terms of the Plan shall be available for subsequent grants of Options under the Plan. The following restrictions shall also apply to the Plan and to all other plans or stock option agreements to which the Company may be a party: (i) no Participant together with such Participant's Associates shall be issued, within any one year period, a number of Option Shares which exceeds 5% of the Outstanding Issue; (ii) the number of Option Shares reserved for issuance pursuant to Options to any one Participant shall not exceed 5% of the Outstanding Issue; and 5. PRICE FOR OPTION SHARES The Committee shall advise each Participant designated to participate in the Plan of the number of Option Shares such Participant is entitled to purchase and the Option Price at which the Option Shares may be purchased and the Option Period. The Option Price at which the Option Shares may be purchased under the Plan shall be fixed by the Committee based upon the Market Price of the Common Shares at the Date of the Grant. 6. VESTING (a) The limitation period or periods and the vesting period or periods during which Options or a portion thereof vests and may be exercised by the Participant shall be determined by the Committee and be consistent with the provisions of the Plan provided, however, the limitation period or periods for exercise and the vesting period or periods may not exceed 10 years from the date of the granting of Options. (b) If no specific determination is made by the Committee with respect to any of the following matters, each Option shall, subject to any other specific provisions of the Plan, contain the following terms and conditions: (i) the period during which an Option shall be exercisable shall be 5 years from the date the Option is granted to the Eligible Person; and 4 (ii) the Participant may not take up and pay for any of the Common Shares covered by the Option until the expiry of a 12-month period following the date of the grant of the Option, and thereafter, the Participant shall be entitled to take up and pay for not more than 25% of the Common Shares covered by the Option immediately following the expiry of such 12-month period following the date of the grant of the Option, and a further 2.083333% of the Shares covered by the Option following the expiry of each one-month period following the expiry of such 12-month period from the date of the grant of the Option; provided, however, the Participant shall have the right, at any time or from time to time during the remainder of the term of the Option, to purchase such number of Common Shares subject to the Option that were purchasable, but not purchased by him, during any period. 7. PAYMENT The Participant from time to time at any time during the Option Period, may elect to purchase all or a portion of the Option Shares available for purchase during the relevant Option Period by lump sum payment by delivering to the Corporation at its registered office, a notice in writing which shall specify the number of Option Shares the Participant desires to purchase and shall be accompanied by payment in full of the purchase price for such Option Shares. Payment can be made by cash, certified cheque, bank draft, money order or the equivalent payable to the order of Certicom Corp. 8. CERTIFICATES (a) Each Option granted hereunder shall be evidenced by a certificate, substantially in the form of Schedule "A", issued by the Corporation to each Participant specifying the number of Option Shares, the Option Price and the Option Period. (b) Upon exercise of an Option and payment in full of the purchase price the Corporation shall cause to be delivered to the Participant within a reasonable period of time a certificate or certificates in the name of the Participant representing the number of Option Shares the Participant has purchased. 9. ADJUSTMENT IN COMMON SHARES (a) The number of Common Shares subject to the Plan, the number of Common Shares available under Options granted and the Option Price shall be adjusted automatically from time to time to reflect adjustments in the number of Common Shares arising as a result of subdivisions, stock dividends, consolidations or reclassifications of the Common Shares or other relevant changes in the authorized or issued capital of the Corporation. No fractional Common Shares may be purchased or issued hereunder. If a Participant is entitled to purchase a fraction of a Common Share pursuant to an Option, such entitlement shall be rounded down to the nearest whole number. (b) In the case of a proposed merger or amalgamation of the Corporation with one or more other corporations, the making of a take-over bid (as defined in the Securities Act (Ontario)) for any of the outstanding Common Shares, the sale or distribution of all or substantially all of the Corporation's assets or a proposed corporate arrangement or reorganization, the Board of Directors may, in its absolute discretion, determine the 5 manner in which all unexercised Options granted under the Plan shall be treated including, notwithstanding Section 16 hereof, changing the Option Period. 10. TERMINATION (a) Subject to the provisions of Section 10(d) hereof, in the event that an Employee's employment with the Corporation or any of its subsidiaries is terminated during the Option Period or a Director shall cease to be a Director for any reason other than death or cause, the Participant may elect to purchase all or a portion of the remaining Option Shares that have vested at the time such employment is terminated or of ceasing to be a Director at any time during the 90-day period following the date of termination of employment or ceasing to be a director (but in no event, after the expiration of the Option Period). For the purposes of the Plan, the transfer of the Employee's employment to the Corporation or to any subsidiary of the Corporation shall not be considered a termination of employment and the Employee's rights under the Option shall be the same as if such transfer had not occurred. (b) Subject to the provisions of Section 10(d) hereof, in the event of the termination of the relationship of a Participant with the Corporation or any of its subsidiaries for cause prior to the expiry of all outstanding Options granted to such Participant, all such Options shall terminate forthwith without further notice to the Participant. (c) Subject to the provisions of Section 10(d) hereof, in the event the Participant dies during the Option Period, the Participant's legal representative will be permitted to exercise any previously unexercised portion of an Option granted under the Plan prior to the Participant's death and take delivery of all Option Shares previously purchased but not delivered, at any time during the 180 day period following the death of the Participant (but in no event after the expiration of the Option Period). (d) At any time before or after the relevant period set forth in Sections 10(a), (b) or (c), the Committee may extend such period as it applies to any former Participant, to a date which shall not be later than the expiration of the Option Period. 11. TRANSFER AND ASSIGNMENT The Participant's rights under Options granted under the Plan are not assignable or transferable by the Participant or subject to any other alienation, sale, pledge or encumbrance by such Participant during the Participant's lifetime and therefore the Options are exercisable during the Participant's lifetime only by the Participant. The obligations of each Participant shall be binding on his or her heirs, executors and administrators. 12. EMPLOYMENT AND BOARD POSITION NON-CONTRACTUAL The granting of an Option to a Participant under the Plan does not confer upon the Participant any right to continue in the employment of the Corporation or any subsidiary of the Corporation or on the Board of Directors, as the case may be, nor does it interfere in any way with the right of the Participant or the Corporation to terminate the Participant's employment at any time or shareholders right to elect directors. 6 13. RIGHTS AS SHAREHOLDERS The Participant shall not have any rights as a shareholder with respect to Option Shares until full payment has been made to the Corporation and a share certificate or share certificates have been duly issued. 14. NOTICES All written notices to be given by the Participant to the Corporation may be delivered personally or by registered mail, postage prepaid, addressed as follows: Certicom Corp. 200 Matheson Blvd. Suite 103 Mississauga, Ontario L5R 3L7 Attention: Secretary Any notice given by the Participant pursuant to the terms of the Option shall not be effective until actually received by the Corporation at the above address. Any notice to be given to the Participant shall be sufficiently given if delivered personally or by postage prepaid mail to the last address of the Participant on the records of the Corporation and shall be effective seven days after mailing. 15. CORPORATE ACTION Nothing contained in the Plan or in the Option shall be construed so as to prevent the Corporation or any subsidiary of the Corporation from taking corporate action which is deemed by the Corporation or the subsidiary to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan. 16. AMENDMENTS The Board of Directors shall have the right, in its sole discretion, to alter, amend or discontinue the Plan from time to time and at any time. No such amendment or discontinuation, however, may, without the consent of the Participant, alter or impair his rights or increase his obligations under the Plan. Any amendment to the Plan will require the prior approval of the Exchange and may require the approval of the Corporation's shareholders. 17. TERMINATION OF PLAN Except as otherwise provided herein, options may be granted only within the ten-year period from the date the Plan has been adopted by the Board of Directors of the Corporation. 18. GOVERNING LAW The Plan is established under the laws of the Province of Ontario and the rights of all parties and the construction and effect of each provision of the Plan shall be according to the laws of the Province of Ontario and the laws of Canada applicable therein. 7 19. GOVERNMENT REGULATIONS The Corporation's obligation to issue and deliver Common Shares under any Option is subject to: (a) the satisfaction of all requirements under applicable securities law in respect thereof and obtaining all regulatory approvals as the Corporation shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof; (b) the admission of such Common Shares to listing on any stock exchange on which Common Shares may then be listed; and (c) the receipt from the Participant of such representations, agreements and undertakings as to future dealings in such Common Shares as the Corporation determines to be necessary or advisable in order to safeguard against the violation of the securities law of any jurisdiction. In this connection, the Corporation shall take all reasonable steps to obtain such approvals and registrations as may be necessary for the issuance of such Common Shares in compliance with applicable securities law and for the listing of such Common Shares on any stock exchange on which such Common Shares are then listed. 20. APPROVALS (a) The Plan shall be subject to acceptance by the Exchange and compliance with all conditions imposed by the Exchange. Any Options granted prior to such acceptance shall be conditional upon such acceptance being given and any conditions complied with and no such Options may be exercised unless such acceptance is given and such conditions are complied with. (b) The Plan shall also be subject to the approval of the shareholders of the Corporation. Any Options granted prior to such approval shall be conditional upon such approval being given and no such Options may be exercised unless and until such approval is given. 8 SCHEDULE "A" TO 1997 STOCK OPTION PLAN CERTIFICATE Date of Grant: - Certificate No.: - This Certificate is issued to - (the "Participant") pursuant to the 1997 Stock Option Plan of Certicom Corp. (the "Plan"). This Certificate evidences an option to purchase - Common Shares of Certicom Corp. for the Option Price of $- per Optioned Share. The Option evidenced hereby expires on -. The rights, privileges and obligations of the Participant under this Option are subject to the provisions of the Plan. CERTICOM CORP. By: _____________________________________ Name: Title: 9 EX-4.2 3 EXHIBIT 4.2 EX-4.2 RESOLUTION OF THE OPTION COMMITTEE OF CERTICOM CORP. (THE "CORPORATION") The undersigned, being all of the members of the Option Committee of the Corporation hereby sign the following resolution: GRANT OF OPTIONS TO U.S. RESIDENT EMPLOYEES WHEREAS, a large majority of the Corporation's employees are resident in Canada, and the Corporation's 1997 Stock Option Plan (the "Plan") has therefore been prepared primarily with a view to satisfying applicable Canadian regulatory requirements; WHEREAS, the Corporation or subsidiaries of the Corporation may have U.S. resident employees from time to time; WHEREAS, the Option Committee, pursuant to its authority under the Corporation's 1997 Stock Option Plan, is desirous of establishing terms that will apply to all grants of options under the Plan to U.S. resident employees of the Corporation or subsidiaries of the Corporation ("U.S. Residents") so as to establish the status of such options for U.S. regulatory purposes; and WHEREAS, terms not otherwise defined herein shall have the meanings ascribed thereto in the Plan. NOW THEREFORE, BE IT RESOLVED that: 1. All Options granted under the Plan to U.S. Residents are intended to qualify as incentive stock options ("Incentive Stock Options") under Section 422 of the Internal Revenue Code (the "Code"), provided that to the extent that the fair market value of shares with respect to which the Incentive Stock Options (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable by a grantee for the first time during any calendar year exceeds U.S. $100,000, such Options shall be treated as not qualifying under Section 422 of the Code and shall be taxed as non-qualified options. 2. In the event that a U.S. Resident holds securities possessing more than ten percent of the total combined voting power of all classes of shares of the Corporation, any Options granted to such U.S. Resident under the Plan shall expire not more than five years after the date of the grant and shall have an Option Price of not less than 110% of the Market Price. 3. All grants of Options under the Plan are subject to the terms of the Plan, and therefore the application of the following provisions of the Plan to grants of Options under the Plan to U.S. Residents is hereby confirmed: (a) Section 4 of the Plan sets a fixed limit on the number of Option Shares that may be issued pursuant to the exercise of Options granted under the Plan; (b) Section 5 of the Plan provides that the Option Price in respect of any Options granted under the Plan shall be the Market Price; (c) Section 6(a) of the Plan provides that Options may not have a term in excess of ten years; and (d) Section 11 of the Plan provides that Options granted under the Plan are not assignable or transferable. 4. A U.S. Resident Option holder may exercise Options on a net basis, such that, without payment of any funds of any kind, the U.S. Resident Option holder receives a number of Option Shares equal to the number of Option Shares in respect of which the Option is being exercised times the quotient of (x) the average of the Market Values on the twenty consecutive business days prior to the date of exercise minus the Option Price, and (y) the average of the Market Values on the twenty consecutive business days prior to the date of exercise. 5. The officers of the Corporation be, and each of them acting alone hereby is, authorized and empowered on behalf of the Corporation and in its name to take or cause to be taken all actions and to execute and deliver all such instruments that the officers of the Corporation, or any of them, approve as necessary or desirable in connection with the foregoing resolution, such approval to be conclusively evidenced by the taking of any such action or the execution and delivery of any such instrument by an officer of the Corporation. Dated as of June 9, 1997. /s/ Bernard W. Crotty --------------------- Bernard W. Crotty /s/ Philip C. Deck --------------------- Philip C. Deck /s/ Louis E. Ryan --------------------- Louis E. Ryan 2 EX-4.3 4 EXHIBIT 4.3 EX-4.3 CERTICOM CORP. STOCK OPTION PLAN ARTICLE ONE - PURPOSE OF PLAN 1.1 The purpose of the Plan is to assist directors, officers and employees of the Corporation and its Subsidiaries and other persons to participate in the growth and development of the Corporation and its Subsidiaries by providing such persons with the opportunity, through share options, to acquire an increased proprietary interest in the Corporation. ARTICLE TWO - DEFINED TERMS 2.1 DEFINITIONS Where used herein, the following terms shall have the following meanings, respectively: (a) "BOARD" means the board of directors of the Corporation or, if established and duly authorized to act, the Executive Committee of the board of directors of the Corporation; (b) "BUSINESS DAY" means any day, other than a Saturday or a Sunday, on which The Toronto Stock Exchange is open for trading; (c) "COMMITTEE" shall have the meaning attributed thereto in Article Three hereof; (d) "CORPORATION" means Certicom Corp., and includes any successor corporation thereto; (e) "ELIGIBLE PERSON" means any director or employee of the Corporation or any Subsidiary or any other person or corporation approved by the Committee; (f) "MARKET PRICE" at any date in respect of Shares shall be the closing price of such Shares on such stock exchange in Canada on which such Shares are listed and posted for trading as may be selected for such purpose on the last Business Day preceding the date on which the Option is approved by the Committee. In the event that such Shares did not trade on such Business Day, the Market Price shall be the average of the bid and ask prices in respect of such Shares at the close of trading on such date. In the event that such Shares are not listed and posted for trading on any stock exchange, the Market Price in respect thereof shall be determined by the Committee in its sole discretion; (g) "OPTION" means an option to purchase Shares granted under the Plan; (h) "OPTION PRICE" means the price per share at which Shares may be purchase under the Option, as the same may be adjusted from time to time in accordance with Article Eight hereof; (i) "OPTIONEE" means a person to whom an Option has been granted; (j) "PLAN" means the Certicom Corp. Stock Option Plan, as embodied herein, as the same may be amended or varied from time to time; (k) "SHARES" means the common shares of the Corporation, or, in the event of an adjustment contemplated by Article Eight hereof, such other shares or securities to which an Optionee may be entitled upon the exercise of an Option as a result of such adjustment; and (l) "SUBSIDIARY" means any corporation that is a subsidiary of the Corporation (as such term is defined in the Business Corporations Act (Ontario), as such provision is from time to time amended, varied or reenacted). ARTICLE THREE - ADMINISTRATION OF THE PLAN 3.1 The Plan shall be administered by a committee (the "Committee") appointed by the Board and consisting of not less than three members of the Board. The members of the Committee shall serve at the pleasure of the Board and vacancies occurring in the Committee shall be filled by the Board. 3.2 The Committee shall select one of its members as its Chairman and shall hold its meetings at such time and place as it shall deem advisable. A majority of the members of the Committee shall constitute a quorum and all actions of the Committee shall be taken by a majority of the members present at any meeting. Any action of the Committee may be taken by an instrument or instruments in writing signed by all the members of the Committee, and any actions so taken shall be as effective as if it had been passed by a majority of the votes cast by the members of the Committee present at a meeting of such members duly called and held. 3.3 The Committee shall have the power, where consistent with the general purpose and intent of the Plan and subject to the specific provisions of the Plan: (a) to establish policies and to adopt rules and regulations for carrying out the purposes, provisions and administration of the Plan; (b) to interpret and construe the Plan and to determine all questions arising out of the Plan and any Option granted pursuant to the Plan, and any such interpretation, construction or termination made by the Committee shall be final, binding and conclusive for all purposes; (c) to determine to which Eligible Persons Options are granted and to grant Options; (d) to determine the number of Shares covered by each Option; (e) to determine the Option Price; (f) to determine the time or times when Options will be granted and exercisable; (g) to determine if the Shares that are subject to an Option will be subject to any restrictions upon the exercise of such Option; and (h) to prescribe the form of the instruments relating to the grant, exercise and other terms of Options. ARTICLE FOUR - SHARES SUBJECT TO PLAN 4.1 Options may be granted in respect of authorized and unissued Shares, provided that the aggregate number of Shares of all classes reserved for issuance under this Plan, subject to adjustment or 2 increase of such number pursuant to the provisions of Article Eight hereof, shall not exceed 1,000,000 Shares at the date of the grant of the Option, or such greater number of Shares as may be determined by the Board and approved by any other relevant regulatory authority. Shares in respect of which Options are not exercised shall be available for subsequent Options under the Plan. No fractional shares may be purchased or issued under the Plan. ARTICLE FIVE - ELIGIBILITY, GRANT AND TERMS OF OPTIONS 5.1 Options may be granted to directors, officers or employees of the Corporation or of any Subsidiary of the Corporation and any other person or corporation approved by the Committee. 5.2 Options may be granted by the Corporation pursuant to recommendations of the Committee provided and to the extent that such recommendations are approved by the Board. 5.3 Subject as herein and as otherwise specifically provided for in this Article Five, the number of Shares subject to each Option, the Option Price, the expiration date of each Option, the extent to which each Option is exercisable from time to time during the term of the Option and other terms and conditions relating to each such Option shall be determined by the Committee; provided, however, that if no specific determination is made by the Committee with respect to any of the following matters, each Option shall, subject to any other specific provisions of the Plan, contain the following terms and conditions: (a) the period during which an Option shall be exercisable shall be 5 years from the date the Option is granted to the Optionee; and (b) the Optionee may take up and pay for not more than 33 1/3% of the Shares covered by the Option during each 12-month period following the first anniversary from the date of the grant of the Option; provided, however, that if the number of Shares taken up under the Option during any such 12-month period is less than 33 1/3% of the Shares covered by the Option, the Optionee shall have the right, at any time or from time to time during the remainder of the term of the Option, to purchase such number of Shares subject to the Option that were purchasable, but not purchased by him, during such 12 month period; provided that in the event any person acquires 90% of the issued and outstanding Shares, all Options shall become immediately exercisable in full and the holders thereof may take up and pay for all such Shares. 5.4 The Option Price on Shares that are subject of any Option shall in no circumstances be lower than the Market Price of the Shares at the date of the grant of the Option, less the maximum discount permitted under the by-laws and policies of any stock exchange on which the shares are then listed and posted for trading and in the event the shares are not then listed and posted for trading on any stock exchange such maximum discount shall be determined by the Board. 5.5 In no event may the term of an Option exceed 10 years from the date of the grant of Option. 5.6 An Option is personal to the Optionee and is non-assignable. ARTICLE SIX - TERMINATION OF EMPLOYMENT; DEATH 6.1 Subject to Section 6.2 hereof and to any express resolution passed by the Committee with respect to an Option, an Option, and all rights to purchase Shares pursuant thereto, shall expire and terminate immediately upon the Optionee ceasing to be a director or employee of the Corporation or of 3 any Subsidiary of the Corporation or ceasing to have such other relationship (the "Relationship") with the Corporation specified by the Committee at the time the Committee approved such person or corporation as an Eligible Person. 6.2 If, before the expiry of an Option in accordance with the terms thereof, the employment of the Optionee by the Corporation or by any Subsidiary of the Corporation shall terminate for any reason whatsoever other than termination by the Corporation for cause, but including termination by reason of the death of the Optionee, or if the Relationship of the Optionee is terminated for any reason such Option may, subject to the terms thereof and any other terms of the Plan, be exercised, if the Optionee is deceased, by the legal personal representative(s) of the estate of the Optionee during the first three months following the death of the Optionee, or if he is alive, by the Optionee, at any time within 30 days of the date of termination of the employment or Relationship of the Optionee (but in either case prior to the expiry of the Option in accordance with the terms thereof), but only to the extent that the Optionee was entitled to exercise such Option at the date of the termination of his employment. 6.3 Options shall not be affected by any change of employment of the Optionee or by the Optionee ceasing to be a director where the Optionee continues to be employed by, or continues to be a director of, the Corporation or any Subsidiary of the Corporation or by any change in the Relationship. ARTICLE SEVEN - EXERCISE OF OPTIONS 7.1 Subject to the provisions of the Plan, an Option may be exercised from time to time by delivery to the Corporation at its registered office of a written notice of exercise addressed to the Secretary of the Corporation specifying the number of Shares to be purchased and the Option Price applicable to such Shares. Certificates for such Shares shall be issued and delivered to the Optionee within a reasonable time following the receipt of such notice and payment. 7.2 Notwithstanding any of the provisions contained in the Plan or in any Option, the Corporation's obligation to issue Shares to an Optionee pursuant to the exercise of an Option shall be subject to: (a) completion of such registration or other qualification of such Shares or obtaining approval of such governmental authority as the Corporation shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof; (b) the admission of such Shares to listing on any stock exchange on which the Shares may then be listed; and (c) the receipt from the Optionee of such representations, agreements and undertakings, including as to future dealings is such Shares, as the Corporation or its counsel determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction. In this connection the Corporation shall, to the extent necessary, take all reasonable steps to obtain such approvals, registrations and qualifications as may be necessary for the issuance of such Shares in compliance with applicable securities laws and for the listing of such Shares on any stock exchange on which the Shares are then listed. ARTICLE EIGHT - CERTAIN ADJUSTMENTS 8.1 Appropriate adjustments in the number of Shares subject to the Plan, and as regards Options granted or to be granted, in the number of Shares optioned and in the Option Price, shall be made 4 by the Board to give effect to adjustments in the number of Shares of the Corporation resulting from subdivisions, consolidations or reclassifications of the Shares of the Corporation, the payment of stock dividend by the Corporation (other than dividends in the ordinary course) or other relevant changes in the capital stock of the Corporation. ARTICLE NINE - AMENDMENT OR DISCONTINUANCE OF PLAN 9.1 The Board may amend or discontinue the Plan at any time; provided, however, that no such amendment may, without the consent of the Optionee, alter or impair any Option previously granted to an Optionee under the Plan. ARTICLE TEN - MISCELLANEOUS PROVISIONS 10.1 The holder of an Option shall not have any rights as a shareholder of the Corporation with respect to any of the Shares covered by such Option until such holder shall have exercised such Option in accordance with the terms of the Plan (including tendering payment in full of the Option Price of the Shares in respect of which the Option is being exercised) and the Corporation shall issue such Shares to the Optionee in accordance with the terms of the Plan in those circumstances. 10.2 Nothing in the Plan or any Option shall confer upon any Optionee any right to continue in the employ or in any Relationship with the Corporation or any Subsidiary of the Corporation or affect in any way the right of the Corporation or any such Subsidiary to terminate his employment or Relationship at any time; nor shall anything in the Plan or any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Corporation or any such Subsidiary to extend the employment or Relationship of any Optionee beyond the time that he would normally be retired pursuant to the provisions of any present or future retirement plan of the Corporation or any Subsidiary or any present or future retirement policy of the Corporation or any Subsidiary, or beyond the time at which he would otherwise be retired pursuant to the provisions of any contract of employment with the Corporation or any Subsidiary or otherwise beyond the time agreed. 10.3 References herein to any gender include all genders. ARTICLE ELEVEN - SHAREHOLDER APPROVAL 11.1 The Plan shall be subject to the approval of the shareholders of the Corporation. Any Options granted prior to such approval shall be conditional upon such approval being given and no such Options may be exercised unless and until such approval and acceptance is given. 5 EX-5 5 EXHIBIT 5 EX-5 [LETTERHEAD OF ANTON CAMPION MACDONALD OYLER APPEARS HERE] May 2, 2000 Certicom Corp. 5520 Explorer Drive Mississauga, Ontario L4W 5L1 Canada Dear Sirs/Mesdames: Re: Registration Statement on Form S-8 We have acted as Yukon Territory counsel for Certicom Corp., a corporation organized under the laws of the Yukon Territory, Canada (the "Company"), in connection with the registration of 2,836,578 shares of Common Stock of the Company (the "Common Stock") issuable under the Certicom Corp. 1997 Stock Option Plan and the Certicom Corp. Stock Option Plan (collectively, the "Plans"). In connection therewith, we have examined, among other things, the Registration Statement on Form S-8 (the "Registration Statement") proposed to be filed by the Company with the Securities and Exchange Commission on or about May 2, 2000. We have also examined the proceedings and other actions taken by the Company in connection with the authorization of the Common Shares issuable under the Plans and such other matters as we deemed necessary for purposes of rendering this opinion. Based upon the foregoing, and in reliance thereon, we are of the opinion, as of the date hereof, that the shares of Common Stock issuable under the Plans, when issued, delivered and paid for in accordance with the Plans and in the manner described in the Registration Statement, will be validly issued, fully paid and nonassessable. In rendering this opinion we express no opinion as to the laws of any jurisdiction other than the laws of the Yukon Territory. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the General Rules and Regulations of the Securities and Exchange Commission. Yours truly, ANTON CAMPION MACDONALD OYLER /s/ Kenneth A. Oyler EX-23.2 6 EXHIBIT 23.2 EX-23.2 CONSENT OF DELOITTE & TOUCHE LLP INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Certicom Corp. (the "Company") on Form S-8 of the following reports appearing in the Prospectus on Form F-10: - Our report dated June 7, 1999 (except for Note 14 which is as of March 1, 2000) on the consolidated financial statements of the Company (expressed in U.S. dollars and presented in accordance with United States generally accepted accounting principles ("US GAAP")) - Our report dated September 24, 1999 on the financial statements of Consensus Development Corporation - Our report dated February 10, 2000 on the financial statements of Trustpoint We also consent to the incorporation by reference in this Registration Statement of the Company on Form S-8 of the following reports included and incorporated by reference in the Prospectus on Form F-10: - Our report dated June 7, 1999 on the consolidated financial statements of the Company for the year ended April 30, 1999 (expressed in Canadian dollars and presented in accordance with Canadian generally accepted accounting principles ("Canadian GAAP")) - Our report dated June 7, 1999 (except for Note 15 which is as of March 1, 2000) on the consolidated financial statements of the Company for the year ended April 30, 1999 (expressed in US dollars and presented in accordance with Canadian GAAP) We also consent to the incorporation by reference in this Registration Statement of the Company on Form S-8 of our report dated June 7, 1999, included and incorporated by reference in the Company's renewal Annual Information Form dated June 7, 1999. We also consent to the use in this Registration Statement of the Company on Form S-8 of the following reports appearing in the Prospectus on Form F-10: - Our compilation report dated March 1, 2000 on the pro forma condensed consolidated statement of operations of the Company for the year ended April 30, 1999 and nine months ended January 31, 2000 (expressed in US dollars prepared in accordance with Canadian GAAP) - Our compilation report dated March 1, 2000 on the pro forma condensed consolidated statement of operations of the Company for the year ended April 30, 1999 and nine months ended January 31, 2000 (expressed in US dollars and prepared in accordance with US GAAP) We also consent to the reference to us under the heading "Selected Financial Data" in the Preliminary Prospectus on Form F-10. /s/ Deloitte & Touche LLP Chartered Accountants Toronto, Ontario May 2, 2000 -----END PRIVACY-ENHANCED MESSAGE-----