-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B6mZlUAVVUx7zl9yGWv4jPq0xwi8yjEgNkDIRicjj7q/6vBXK6VZhkpui0mqycKd jKV9BpCzL9XnVPN8syunrQ== 0000891554-96-000973.txt : 19961220 0000891554-96-000973.hdr.sgml : 19961220 ACCESSION NUMBER: 0000891554-96-000973 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961219 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELLSTAR CORP CENTRAL INDEX KEY: 0000913590 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 752479727 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42959 FILM NUMBER: 96683051 BUSINESS ADDRESS: STREET 1: 1730 BRIERCROFT DR CITY: CARROLLTON STATE: TX ZIP: 75006 BUSINESS PHONE: 2144665000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRIGHTPOINT INC CENTRAL INDEX KEY: 0000918946 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 351778566 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6402 CORPORATE DR CITY: INDIANAPOLIS STATE: IN ZIP: 46278 BUSINESS PHONE: 3172976100 MAIL ADDRESS: STREET 1: 6402 CORPORATE DR CITY: INDIANAPOLIS STATE: IN ZIP: 46278 FORMER COMPANY: FORMER CONFORMED NAME: WHOLESALE CELLULAR USA INC DATE OF NAME CHANGE: 19940211 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CELLSTAR CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 150925 6 - -------------------------------------------------------------------------------- (CUSIP Number) Robert J. Mittman, Esq. Tenzer Greenblatt LLP 405 Lexington Avenue, New York, New York 10174 (212) 885-5000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) December 18, 1996 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filled a statement of Schedule 13G to report the acquisition which is the subject of the Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filed out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 6 Pages CUSIP No. 150925 6 SCHEDULE 13D Page 2 of 6 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brightpoint, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,000,000 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 1,000,000 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 2 of 6 Pages Item 1. Security and Issuer. This statement relates to shares of the common stock, $.01 par value (the "Common Stock"), of Cellstar Corporation, a Delaware corporation (the "Corporation"). The principal executive offices of the Corporation are located at 1730 Briercroft Drive, Carrollton, Texas 75006. Item 2. Identity and Background. This statement is filed by Brightpoint, Inc. ("Brightpoint"), a Delaware corporation. Brightpoint, distributes wireless communication equipment and related products globally and provides related services including inventory management, fulfillment, packaging and programming. Brightpoint's principal business and principal offices are located at 6402 Corporate Drive, Indianapolis, Indiana 46278. The names, citizenship, business or residence address and principal occupation of each executive officer and director of Brightpoint is set forth in Annex I attached hereto, which information is incorporated by reference. During the last five years, neither Brightpoint, nor, to the best of the knowledge of Brightpoint, any executive officer or director identified in Annex I, has (a) been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of which it was or is subject to a judgment, decree or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The funds, in the aggregate amount of $11,371,035, used in purchasing an aggregate of 1,000,000 shares of Common Stock in November 1996 and December 1996, as more fully described under Item 5 hereunder, were obtained from working capital. Item 4. Purpose of Transaction. The purchases have been made for investment purposes. Brightpoint may, subject to market conditions, make additional investments in or dispositions of securities of the Corporation. Although Brightpoint may at some future time consider taking other actions with respect to its investment in the Corporation, it does not currently have any definite plans in that regard. Item 5. Interest in Securities of the Issuer. (a) As of December 18, 1996, Brightpoint beneficially owned, 1,000,000 shares (the "Shares") of Common Stock, constituting, to the best of the knowledge of Brightpoint, 5.2% of the issued and outstanding shares of Common Stock based on the outstanding number of shares of Common Stock as reported in the Page 3 of 6 Pages Corporation's Quarterly Report on Form 10-Q for the quarter ending August 31, 1996. (b) Brightpoint has sole power to vote or to direct the vote of, and sole power to dispose or to direct the disposition of, 1,000,000 shares of Common Stock. (c) The following is a list of purchases of Common Stock effected during the past sixty days by Brightpoint in over the counter market transactions on the NASDAQ National Market System: Cost Basis Date Shares Per Share ---- ------ --------- 11/19/96 50,000 $ 7.440 11/20/96 75,000 8.590 11/21/96 75,000 9.161 11/22/96 100,000 10.821 11/25/96 50,000 10.920 11/26/96 150,000 12.112 11/27/96 230,000 12.143 12/02/96 10,000 11.665 12/04/96 25,000 11.520 12/05/96 50,000 11.970 12/06/96 25,000 11.656 12/10/96 60,000 12.251 12/16/96 10,000 12.665 12/17/96 30,000 13.415 12/18/96 60,000 14.250 Overall 1,000,000 $ 11.371 ========= ======== (d) Brightpoint has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, an aggregate of 1,000,000 shares of Common Stock beneficially owned by Brightpoint, constituting approximately 5.2% of the outstanding Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Brightpoint is not a party to any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Corporation, including, but not limited to, the transfer or voting or any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guaranties or profits, divisions of profit or loss, or the giving or withholding of proxies. Page 4 of 6 Pages Item 7. Materials to be Filed as Exhibits. None. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, Brightpoint certifies that the information set forth in this statement is true, complete and correct. Dated: December 18, 1996 BRIGHTPOINT, INC. By:/s/ J. Mark Howell ------------------------------ Name: J. Mark Howell Title: President Page 5 of 6 Pages Annex I All of the following executive officers and directors of Brightpoint, Inc. are citizens of the United States of America: *Robert J. Laikin *J. Mark Howell Chairman & CEO President & COO Brightpoint, Inc. Brightpoint, Inc. 6402 Corporate Drive 6402 Corporate Drive Indianapolis, Indiana 46278 Indianapolis, Indiana 46278 *John W. Adams *Rollin M. Dick Vice President Executive Vice President Browning Investments, Inc. Chief Financial Officer Capital Center Conseco, Inc. 251 N. Illinois, Suite 200 11825 N. Pennsylvania Street Indianapolis, Indiana 46204 Carmel, Indiana 46032 Joseph Forer *T. Scott Housefield President President Brightpoint Latin America Brightpoint International Ltd. 1573 Northwest 82nd Avenue 6402 Corporate Drive Miami, Florida 33126 Indianapolis, Indiana 46278 Robert Picow *Steven B. Sands Vice Chairman Chairman Brightpoint, Inc. Sands Brothers & Company 6402 Corporate Drive 101 Park Avenue Indianapolis, Indiana 46278 New York, New York 10178 *Stephen H. Simon *Robert F. Wagner, Partner Simon Property Group Lewis & Wagner 115 West Washington 500 Place Suite 1300-E 501 Indiana Avenue, Suite 200 Indianapolis, Indiana 46207 Indianapolis, Indiana 46240-0857 * Director Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----