S-8 1 a2050986zs-8.txt FORM S-8 As filed with the Securities and Exchange Commission on June 15, 2001 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- 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) -------------------- 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 ================================================================================ CALCULATION OF REGISTRATION FEE ================================================================================
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 ------------- ------------ $ 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. ================================================================================ 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)
-------- (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. II-2 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 ------------------------------------------- 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
II-3 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)
-------- (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. II-4