6-K

   1


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                      PURSUANT TO RULE 13A-16 OR 15D-16 OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                          For the month of May 1, 2000


                                 CERTICOM CORP.
     ---------------------------------------------------------------------
                (Translation of Registrant's Name Into English)



            5520 Explorer Drive, Mississauga, Ontario L4W 5L1 Canada
     ---------------------------------------------------------------------
                    (Address of Principal Executive Offices)



     (Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)


                  Form 20-F                      Form 40-F   X
                            -----                          -----


     (Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)


                         Yes                        No   X
                             -----                     -----


     (If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):            .)
                                              -----------
   2



                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.





                                                    CERTICOM CORP.
                                      ------------------------------------------
                                                     (Registrant)



Date: May 1, 2000                     By:        Richard D. Brounstein
                                         ---------------------------------------
                                                      (Signature)


                                      [Insert name and title of signing officer]












                                       2

EX-99.1

   1

                               [ CERTICOM LOGO ]


             Attention Business/Financial Editors:
             Certicom Corp. Announces US Initial Public Offering

             - Stock to be Listed on Nasdaq National Market-

         HAYWARD, CA, May 1 /CNW/ - Certicom Corp. (Nasdaq/NM: CERT and TSE:
CIC) today announced a public offering of 1,250,000 common shares in the United
States and Canada priced at US$ 46.30 per share. It is expected the offering
will be completed on May 3, 2000. The company will begin trading on the Nasdaq
National Market on Tuesday, May 2, 2000 under the symbol CERT. The company is
currently traded on the Toronto Stock Exchange under the symbol CIC.

         The proceeds of the offering will be US $57,875,000 and will be used
for the expansion of Certicom's sales and marketing activities, the development
and enhancement of the company's products and services, working capital and
general corporate purposes.

         FleetBoston Robertson Stephens Inc. acted as placement agent in
connection with Certicom's public offering with additional assistance provided
by Dain Rauscher Wessels, Wit SoundView, TD Securities and Yorkton Securities.

         "This offering and our listing on Nasdaq represent the attainment of
key objectives for Certicom," stated Rick Dalmazzi, President and CEO of
Certicom. "We are now in a strengthened financial condition from which we can
pursue our growth strategy. We believe Certicom is well-positioned to pursue the
developing opportunity that exists today in wireless security technology
worldwide."

         Certicom is an encryption technology company specializing in security
solutions for mobile computing and wireless data markets, including m-commerce.
Certicom's OEM customers incorporate its patented technology into their
applications for handheld computers, mobile phones, two-way pagers and other
Internet information appliances.

         Except for historical information contained herein, this press release
contains forward-looking statements that involve risks and uncertainties. Actual
results may differ materially. Factors that might cause a difference include,
but are not limited to, those relating to the acceptance of mobile and wireless
devices and the continued growth of e-commerce and m-commerce (mobile
e-commerce), the increase of the demand for mutual authentication in m-commerce
transactions, the acceptance of Elliptic Curve Cryptography (ECC) technology as
an industry standard, the market acceptance of our principle products and sales
of our customer's products, the impact of competitive products and technologies,
the possibility of our products infringing patents and other intellectual
property of third parties, and costs of product development. Certicom will not
update these forward looking statements to reflect events or circumstances after
the date hereof. More detailed information about potential factors that could
affect Certicom's financial results is included in the documents Certicom files
from time to time with the Securities and Exchange Commission and Canadian
securities regulatory authorities including Certicom's Registration Statement on
Form F-10.

     /For further information: Company Contact: Rich Brounstein, Chief Financial
Officer, Certicom Corp. (510) 780-5325; Agency Contacts: Lillian Armstrong/Kris
Otridge, Lippert/Heilshorn & Associates, (415) 433-3777; or Lorraine Kauffman,
Public Relations, Certicom Corp., (510) 780-5417, lkauffman(at)certicom.com/