UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 23, 2000
CERTICOM CORP.
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(Exact name of registrant as specified in its charter)
Yukon Territory, Canada 1-15010 Not Applicable
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(Province or other (Commission file number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
Certicom Corp.
25801 Industrial Boulevard
Hayward, California 94545
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(Address of principal executive offices)
Registrant's telephone number, including area code: (510) 780-5400
Not Applicable
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(Former name or address, if changed since last report)
Item 4. Changes in Accountants
On August 23, 2000, the Registrant engaged the accounting firm of
KPMG LLP as the Registrant's independent accountants. On that same date,
Deloitte & Touche LLP was dismissed effective August 23, 2000. The decision to
change independent
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accountants was approved by the Audit Committee of the Registrant's Board of
Directors.
During the two most recent fiscal years ended April 30, 1999 and
April 30, 2000 and interim periods subsequent to April 30, 2000, there were no
disagreements with Deloitte & Touche LLP on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure.
Deloitte & Touche LLP's report on the Registrant's financial
statement for the past two fiscal years did not contain an adverse opinion or a
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles.
During the two most recent fiscal years and interim periods
subsequent to April 30, 2000, there were no reportable events as defined in
Regulation S-K Item 304(a)(1)(v).
The Registrant has requested that Deloitte & Touche LLP furnish
it with a letter addressed to the SEC stating whether it agrees with the above
statements. A copy of this letter, which confirms Deloitte & Touche LLP's
concurrence with the above statements, is filed as Exhibit 16.1 to this Form
8-K.
During the two most recent fiscal years and interim periods
subsequent to April 30, 2000 and prior to employing KPMG LLP, neither the
Registrant nor anyone on its behalf consulted KPMG LLP regarding the application
of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the
Registrant's financial statements or any matter that was either the subject of a
disagreement (as defined in Regulation S-K Item 304(a)(1)(14)) or a reportable
event.
Item 7. Exhibits
Exhibit No. Description
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16.1 Letter from Deloitte & Touche dated August 23, 2000
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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.
/s/ Richard D. Brounstein
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Richard D. Brounstein
Senior Vice President, Finance,
Chief Financial Officer and
Secretary
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