CERTICOM CORP
6-K, 2000-05-04
COMPUTER PROGRAMMING SERVICES
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<PAGE>   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 4, 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):            .)
                                              -----------


<PAGE>   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 4, 2000                            By:  /s/ Richard D. Brounstein
                                                 ---------------------------
                                                 Name: Richard D. Brounstein
                                                 Title: Chief Financial Officer










                                       2

<PAGE>   1
                             [LOGO CANADA NEWSWIRE]
                Give us your message. We'll give you the world.

CERTICOM CORP.

CANADIAN QUOTES FROM TELENIUM                                   [CERTICOM LOGO]
CIC (TSE)
OTHER SYMBOLS
CERT (NASDAQ)

     ATTENTION BUSINESS EDITORS:
     CERTICOM CORP. COMPLETES PUBLIC OFFERING

     HAYWARD, CA, May 4 /CNW/ -- Certicom Corp. (Nasdaq/NM: CERT and TSE: CIC)
announced that it has completed its previously announced public offering of
1,250,000 common shares in the United States and Canada priced at US$ 46.30 per
share. The company began trading on the Nasdaq National Market on Tuesday, May
2, 2000 under the symbol CERT.

     The proceeds of the offering were 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.

     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.
%SEDAR: 00003865E


     -30-

     For further information: please contact: Rich Brounstein, Chief Financial
     Officer, Certicom Corp., (510) 780-5325; Lillian Armstrong/Kris Otridge,
     Lippert/Heilshorn & Associates, (415) 433-3777; Lorraine Kauffman, Public
     Relations, Certicom Corp., (510) 780-5417, [email protected]


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