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)

                        ---------------------------------


<PAGE>


                                    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

                        ---------------------------------


<TABLE>
                                          CALCULATION OF REGISTRATION FEE

<CAPTION>
===================================================================================================================

 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)
--------------------------------------------------------------------------------------------------------------------
<S>                         <C>
    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
===================================================================================================================

<FN>
(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.
</FN>
</TABLE>

================================================================================

<PAGE>


                                     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-

<PAGE>


         (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-

<PAGE>


                  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-

<PAGE>


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-

<PAGE>


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-

<PAGE>


public policy as expressed in Securities Act of 1933 and will be governed by the
final adjudication of such issue.

                                      -6-

<PAGE>


                                   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-

<PAGE>


         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-

<PAGE>


/s/ Scott A. Vanstone                     Director
--------------------------------
Scott A. Vanstone


                                      -9-

<PAGE>


                                  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-
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 22451}]
{"company-data": {"conformed-name": "CERTICOM CORP", "cik": "0001075710", "assigned-sic": "7371", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52526", "film-number": "793972"}, "business-address": {"street1": "200 MATHESON BOULEVARD WEST", "city": "MISSISSAUGA", "state": "A6", "phone": "9055074220"}}
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-