-----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, ARXLUehY2BsflOquK5GIr2uAo+xlTVCZcH1mHvYVRAGf71oUOYx020FXIcwLXcOo YE33fhaeWDzr2dCdTfLk0g== 0000950005-00-001214.txt : 20001225 0000950005-00-001214.hdr.sgml : 20001225 ACCESSION NUMBER: 0000950005-00-001214 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001222 EFFECTIVENESS DATE: 20001222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERTICOM CORP CENTRAL INDEX KEY: 0001075710 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-52526 FILM NUMBER: 793972 BUSINESS ADDRESS: STREET 1: 200 MATHESON BOULEVARD WEST CITY: MISSISSAUGA STATE: A6 BUSINESS PHONE: 9055074220 S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on December 21, 2000 Registration No. 333-___________ ================================================================================ U.S. 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 Not Applicable (Province or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 5520 Explorer Drive, Mississauga, Ontario L4W 5L1 Canada (Address of Principal Executive Offices, Zip Code) CERTICOM CORP. 2000 DIRECTORS' INCENTIVE PLAN CERTICOM CORP. 2000 UNITED STATES STOCK PLAN CERTICOM CORP. 1997 STOCK OPTION PLAN (Full Title of the Plans) Richard D. Brounstein Senior Vice President Finance, Chief Financial Officer and Secretary, Certicom Corp., a Delaware corporation and a wholly owned subsidiary of the Registrant 25801 Industrial Boulevard Hayward, California 94545 (Name and Address of Agent for Service) (510) 780-5400 (Telephone Number, Including Area Code, of Agent for Service) --------------------------------- Copy to: Raymond P. Haas, Esq. Howard, Rice, Nemerovski, Canady, Falk & Rabkin A Professional Corporation Three Embarcadero Center, 7th Floor San Francisco, CA 94111 (415) 434-1600 --------------------------------- CALCULATION OF REGISTRATION FEE
=================================================================================================================== Title of Securities Amount to be Registered Proposed Maximum Proposed Maximum Amount of to be Registered (1) Offering Price per Aggregate Offering Registration Fee Share (2) Price (2) - -------------------------------------------------------------------------------------------------------------------- Common Shares 500,000 Shares (3) Common Shares 1,000,000 Shares (4) Common Shares 2,000,000 Shares (5) Total 3,500,000 Shares $15.165 $53,077,500 $14,256 =================================================================================================================== (1) Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration Statement shall also cover any additional Common Shares which relate to the Common Shares registered hereunder and which become issuable under the Certicom Corp. 2000 Directors' Incentive Plan, the Certicom Corp. 2000 United States Stock Plan and the Certicom Corp. 1997 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) and 457(c) of the Securities Act of 1933 based on the average of the high and low prices of the Common Shares on The Nasdaq National Market on December 20, 2000. (3) Related to the Certicom Corp. 2000 Directors' Incentive Plan. (4) Does not include 2,000,000 Common Shares (as adjusted to reflect the 2-for-1 stock split that occurred in July 2000) that were registered under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 17, 2000 (Registration No. 333-37204) and which are being carried forward in this Registration Statement. The 2,000,000 Common Shares were registered in connection with the Certicom Corp. 2000 United States Stock Plan. (5) Does not include 5,443,968 Common Shares (as adjusted to reflect the 2-for-1 stock split that occurred in July 2000) that were registered under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 2, 2000 (Registration No. 333-36088) and which are being carried forward in this Registration Statement. The 5,443,968 Common Shares were registered in connection with the Certicom Corp. 1997 Stock Option Plan.
================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. PLAN INFORMATION. Not filed as part of this Registration Statement pursuant to the Note to Part I of Form S-8. Item 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. Not filed as part of this Registration Statement pursuant to the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents of the Registrant heretofore filed with the Securities and Exchange Commission (the "Commission") are hereby incorporated in this Registration Statement by reference: (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended April 30, 2000. (2) The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2000. (3) The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2000. (4) The Registrant's Current Report on Form 8-K, filed on August 28, 2000. (5) The Registrant's Current Report on Form 8-K, filed on September 27, 2000. (6) The Registrant's Current Report on Form 8-K/A, filed on November 27, 2000. (7) The Registrant's Report on Form 6-K, filed on July 31, 2000. -1- (8) The Registrant's Report on Form 6-K, filed on September 5, 2000. (9) The description of our Common Shares, which is contained in our Registration Statement on Form 8-A (File No. 1-15010), filed on March 14, 2000. All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such reports and documents. Any document, and any statement contained in a document, incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document that also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such document or statement. Any such document or statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Subject to the foregoing, all information appearing in this Registration Statement is qualified in its entirety by the information appearing in the documents incorporated by reference herein. Item 4. DESCRIPTION OF SECURITIES. Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under the Business Corporations Act (Yukon) (the "YBCA"), the Registrant may indemnify a present or former director or officer of the Registrant or person who acts or acted at the Registrant's request as a director or officer of another body corporate of which the Registrant is or was a shareholder or creditor, and his or her heirs and legal representatives: (a) against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or -2- administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of the Registrant; (b) with court approval, against all costs, charges and expenses reasonably incurred by him or her in connection with an action brought by or on behalf of the Registrant or body corporate to procure a judgment in its favor, to which he or she is made a party by reason of being or having been a director or officer of the Registrant or body corporate; and (c) in respect of all costs, charges and expenses reasonably incurred by him or her in connection with the defense of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of having been a director or officer of the Registrant or body corporate, if he or she was substantially successful on the merits of his or her defense of the action or proceeding; provided, in all cases, such director or officer (i) acted honestly and in good faith with a view to the best interests of the Registrant, and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, such director or officer had reasonable grounds for believing that his or her conduct was lawful. The By-laws of the Registrant provide that the Registrant shall indemnify every director or officer of the Registrant, every former director or officer of the Registrant or a person who acts or acted at the Registrant's request as a director or officer of a body corporate of which the Registrant is or was a shareholder or creditor, and his or her heirs and legal representatives to the extent permitted by the YBCA. The Company maintains insurance for the benefit of its directors and officers against liability in their respective capacities as directors and officers that covers, among other things, U.S. securities law claims, subject to certain corporate deductibles. The directors and officers are not required to pay any premium in respect of the insurance. The policy contains standard industry exclusions and no claims have been made thereunder to date. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the -3- opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. Item 8. EXHIBITS. 4.1 Certicom Corp. 2000 Directors' Incentive Plan (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2000) 4.2 Certicom Corp. 1997 Stock Option Plan (incorporated by reference to the Registrant's Registration Statement filed on Form S-8 (Registration No. 333-36088), filed on May 2, 2000) 4.3 Certicom Corp. 2000 United States Stock Plan (incorporated by reference to the Registrant's Registration Statement filed on Form S-8 (Registration No. 333-37204), filed on May 18, 2000) 5.1 Opinion of Anton Campion MacDonald Oyler 23.1 Consent of Anton Campion MacDonald Oyler (included in Exhibit 5.1) 23.2 Consent of Deloitte & Touche LLP 24.1 Power of Attorney (included on the signature page hereof) Item 9. UNDERTAKINGS. A. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (a) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, (b) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement and (c) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this -4- Registration Statement; provided, however, that clauses (1)(a) and (1)(b) shall not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold upon the termination of the Certicom Corp. 2000 Directors' Incentive Plan, the Certicom Corp. 2000 United States Stock Plan and the Certicom Corp. 1997 Stock Option Plan. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against -5- public policy as expressed in Securities Act of 1933 and will be governed by the final adjudication of such issue. -6- 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 December 21, 2000. CERTICOM CORP. By: /s/ Richard P. Dalmazzi ------------------------------------- Richard P. Dalmazzi President and Chief Executive Officer 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, and each of them, 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. -7- Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated on December 21, 2000. SIGNATURE TITLE /s/ Richard P. Dalmazzi President, Chief Executive Officer and - -------------------------------- Director (Principal Executive Officer) Richard P. Dalmazzi /s/ Richard D. Brounstein Senior Vice President Finance, - -------------------------------- Chief Financial Officer and Secretary Richard D. Brounstein (Principal Financial Officer and Principal Accounting Officer) /s/ Bernard W. Crotty Director - -------------------------------- Bernard W. Crotty /s/ Philip C. Deck Director - -------------------------------- Philip C. Deck /s/ William T. Dodds Director - -------------------------------- William T. Dodds Director - -------------------------------- Erling E. Rasmussen /s/ Louis E. Ryan Director - -------------------------------- Louis E. Ryan /s/ William J. Stewart Director - -------------------------------- William J. Stewart -8- /s/ Scott A. Vanstone Director - -------------------------------- Scott A. Vanstone -9- EXHIBIT INDEX Exhibit Description ------- ----------- 4.1 Certicom Corp. 2000 Directors' Incentive Plan (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2000) 4.2 Certicom Corp. 1997 Stock Option Plan (incorporated by reference to the Registrant's Registration Statement filed on Form S-8 (Registration No. 333-36088), filed on May 2, 2000) 4.3 Certicom Corp. 2000 United States Stock Plan (incorporated by reference to the Registrant's Registration Statement filed on Form S-8 (Registration No. 333-37204), filed on May 18, 2000) 5.1 Opinion of Anton Campion MacDonald Oyler 23.1 Consent of Anton Campion MacDonald Oyler (included in Exhibit 5.1) 23.2 Consent of Deloitte & Touche LLP 24.1 Power of Attorney (included on the signature page hereof) -10- EX-5.1 2 0002.txt OPINION OF ANTON CAMPION MACDONALD OYLER Exhibit 5.1 [LETTERHEAD OF ANTON CAMPION MACDONALD OYLER APPEARS HERE] December 20, 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"), connection with the registration of 500,000 Common Shares of the Company issuable under the Certicom Corp. 2000 Directors' Incentive Plan, 1,000,000 Common Shares issuable under the Certicom Corp. 2000 United States Stock Plan and 2,000,000 Common Shares issuable under the Certicom Corp. 1997 Stock Option Plan (collectively the "Plans") (the "Common Shares"). 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 December 21, 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\ Gareth C. Howells EX-23.1 3 0003.txt CONSENT OF ANTON CAMPION MACDONALD OYLER Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Certicom Corp. on Form S-8 of our report dated June 13, 2000 appearing in the Annual Report on Form 10-K of Certicom Corp. for the year ended April 30, 2000. DELOITTE & TOUCHE LLP Chartered Accountants Toronto, Canada December 21, 2000 -----END PRIVACY-ENHANCED MESSAGE-----