As filed with the Securities and Exchange Commission on June 15, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CELESTICA INC.
(Exact name of Registrant as specified in its charter)
Ontario, Canada N/A
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
12 Concorde Place
Ontario, Canada M3C 3R8
(Address of principal executive offices) (Zip code)
Employee Share Ownership Plan
Long-Term Incentive Plan
Celestica Inc. Employee Share Purchase and Option Plan (1997)
D2D Employee Share Purchase and Option Plan (1997)
Canadian Employee Share Purchase and Option Plan (1998)
1998 U.S. Employee Share Purchase and Option Plan
1998 U.S. Executive Share Purchase and Option Plan
Celestica 1997 UK Approved Share Option Scheme
(Full titles of the plans)
Kaye Scholer LLP
Attention: Managing Attorney
425 Park Avenue, New York, New York 10022
(212) 836-8000
(NAME AND ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE OF AGENT FOR SERVICE)
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Copies to:
LYNN TOBY FISHER, ESQ. I. BERL NADLER
JOEL I. GREENBERG, ESQ. Davies Ward Phillips & Vineberg LLP
Kaye Scholer LLP 1 First Canadian Place
425 Park Avenue Toronto, Ontario MBX 1B1
New York, N.Y. 10022 Canada
(212) 836-8000 (416) 863-0900
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
----------------------------------- ----------------------------------------------- ----------------------- ----------------------
10,638,519 shares (1) $ 39.29 (7)(8) $ 417,987,412 (7)(8) $ 104,497
4,802,231 shares (2) $ 49.09 (9) $ 235,741,520 (9) $ 58,935
Subordinate Voting Shares 2,506,996 shares (3) $ 5.00 (8) $ 12,534,980 (8) $ 3,134
255,786 shares (4) $ 5.00 (8) $ 1,278,930 (8) $ 320
458,568 shares (5) $ 7.50 (8) $ 3,439,260 (8) $ 860
330,340 shares (6) $ 5.00 (8) $ 1,651,700 (8) $ 413
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$ 672,633,802 $ 168,159
(1) Additional shares reserved for issuance pursuant to options previously
granted under the Long-Term Incentive Plan.
(2) Additional shares reserved for issuance pursuant to the Long-Term
Incentive Plan.
(3) Additional shares reserved for issuance pursuant to options previously
granted under the Celestica Inc. Employee Share Purchase and Option
Plan (1997).
(4) Additional shares reserved for issuance pursuant to options previously
granted under the D2D Employee Share Purchase and Option Plan (1997).
(5) Shares reserved for issuance pursuant to options previously granted
under the Canadian Employee Share Purchase and Option Plan.
(6) Shares reserved for issuance pursuant to options previously granted
under the Celestica 1997 UK Approved Share Option Scheme.
(7) The proposed maximum offering price reflects a weighted average
exercise price for the options. The exercise price per share ranges
from $8.75 to $56.1875.
(8) The offering price has been computed pursuant to Rule 457(h)(1)
promulgated under the Securities Act of 1933, as amended.
(9) The offering price has been computed pursuant to Rule 457 (c) and
457(h)(1) promulgated under the Securities Act of 1933, as amended, on
the basis of the average of the high and low prices of the subordinate
voting shares reported on The New York Stock Exchange on June 12, 2001.
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Celestica Inc.'s Registration Statement on Form S-8, Registration
Number 333-9500, filed with the Securities and Exchange Commission (the
"Commission") on October 8, 1998 is incorporated herein by reference.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference 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 which also is or is
deemed to be incorporated herein by reference modifies or supersedes such
statement.
ITEM 8. EXHIBITS.
The following are filed as exhibits to this registration statement:
EXHIBITS DESCRIPTION
4.1 Celestica Inc. Long-Term Incentive Plan (1)
4.1.1 Celestica Inc. Amended and Restated Long-Term Incentive Plan (2)
4.2 Celestica Inc. Employee Share Ownership Plan (1)
4.2.1 Celestica Inc. Amended and Restated Employee Share Ownership Plan (2)
4.3 Celestica Inc. Employee Share Purchase and Option Plan (1997) (1)
4.4 D2D Employee Share Purchase and Option Plan (1)
4.4.1 Amended and Restated D2D Employee Share Purchase and Option Plan (2)
4.5 1998 U.S. Executive Purchase and Option Plan (1)
4.5.1 Amended and Restated 1998 U.S. Employee Purchase and Option Plan (2)
4.6 1998 U.S. Executive Purchase and Option Plan (1)
4.6.1 Amended and Restated 1998 U.S. Executive Purchase and Option Plan (2)
4.7 Canadian Employee Share Purchase and Option Plan (2)
4.8 Celestica 1997 UK Approved Share Option Scheme
5.1 Opinion of Davies Ward Phillips & Vineberg LLP
23.1 Consent of Davies Ward Phillips & Vineberg LLP
Contained in such firm's opinion as filed as Exhibit 5.1 hereto
23.2 Consent of Auditors
24.1 Power of Attorney (included in signature page)
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(1) Incorporated by reference to the Registration Statement on Form S-8 of
Celestica Inc. filed on October 8, 1998 (Reg. No. 333-9500).
(2) Incorporated by reference to Celestica Inc.'s Annual Report on Form
20-F for the fiscal year ended December 31, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Toronto, Province of Ontario, Country of Canada, on
June 15, 2001.
CELESTICA INC.
By: /s/ J. Marvin MaGee
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Name: J. Marvin MaGee
Title: President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes Eugene V. Polistuk, J. Marvin MaGee, Anthony P. Puppi and
Elizabeth DelBianco, and each of them, as attorney-in-fact, to sign and file on
his behalf, individually and in each capacity stated below, any pre-effective or
post-effective amendment hereto.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Eugene V. Polistuk
--------------------------- Chairman, Director and Chief Executive June 15, 2001
Eugene V. Polistuk Officer
/s/ Anthony P. Puppi
--------------------------- Chief Financial Officer, Executive Vice June 15, 2001
Anthony P. Puppi President, General Manager, Global Services
and Director
/s/ Anthony R. Melman
--------------------------- Director June 15, 2001
Anthony R. Melman
/s/ Mark L. Hilson
--------------------------- Director June 15, 2001
Mark L. Hilson
___________________________ Director
Robert L. Crandall
___________________________ Director
Richard S. Love
/s/ Roger L. Martin
--------------------------- Director June 15, 2001
Roger L. Martin
/s/ Gerald W. Schwartz
--------------------------- Director June 15, 2001
Gerald W. Schwartz
___________________________ Director
Don Tapscott
___________________________ Director
John R. Walter
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EXHIBIT INDEX
EXHIBITS DESCRIPTION
4.1 Celestica Inc. Long-Term Incentive Plan (1)
4.1.1 Celestica Inc. Amended and Restated Long-Term Incentive Plan (2)
4.2 Celestica Inc. Employee Share Ownership Plan (1)
4.2.1 Celestica Inc. Amended and Restated Employee Share Ownership Plan (2)
4.3 Celestica Inc. Employee Share Purchase and Option Plan (1997) (1)
4.4 D2D Employee Share Purchase and Option Plan (1)
4.4.1 Amended and Restated D2D Employee Share Purchase and Option Plan (2)
4.5 1998 U.S. Executive Purchase and Option Plan (1)
4.5.1 Amended and Restated 1998 U.S. Employee Purchase and Option Plan (2)
4.6 1998 U.S. Executive Purchase and Option Plan (1)
4.6.1 Amended and Restated 1998 U.S. Executive Purchase and Option Plan (2)
4.7 Canadian Employee Share Purchase and Option Plan (2)
4.8 Celestica 1997 UK Approved Share Option Scheme
5.1 Opinion of Davies Ward Phillips & Vineberg LLP
23.1 Consent of Davies Ward Phillips & Vineberg LLP
Contained in such firm's opinion as filed as Exhibit 5.1 hereto
23.2 Consent of Auditors
24.1 Power of Attorney (included in signature page)
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(1) Incorporated by reference to the Registration Statement on Form S-8 of
Celestica Inc. filed on October 8, 1998 (Reg. No. 333-9500).
(2) Incorporated by reference to Celestica Inc.'s Annual Report on Form
20-F for the fiscal year ended December 31, 2000.
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