8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  August 21, 2002
                                                 ------------------------


                               BRIGHTPOINT, INC.
              ---------------------------------------------------
             (Exact name of registrant as specified in its charter)


   Delaware                    0-23494                      35-1778566
- ---------------            ----------------               --------------
(State or other               (Commission                 (IRS Employer
jurisdiction of               File Number)                 Identification No.)
incorporation)


600 East 96th Street, Suite 575, Indianapolis, Indiana 46240
- -------------------------------------------------------------
(Address of principal executive offices)        (zip code)


Registrant's telephone number, including area code      (317) 805-4100
                                                        --------------


- --------------------------------
(Former name or former address, if changed since the last report)



Item 5.  Other Events.

On August 21, 2002, Brightpoint, Inc. issued a press release in the form
attached hereto as Exhibit 99.1 which is incorporated herein by reference
announcing that Rollin M. Dick had resigned, effective immediately, his
positions as a director and member of the Company's Audit and Executive
Committees and, Jerre L. Stead, a current member of the Board of Directors and
Audit Committee, has been appointed to serve as the interim Chairman of the
Audit Committee.


Item 7. Financial Statements, Pro Forma Financial Information
          and Exhibits.

(a)-(b) Not Applicable

(c) Exhibits.

  99.1 Brightpoint, Inc. Press Release dated August 21, 2002.
  99.2 Cautionary Statements.





                                      -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 hereunto duly authorized.



                                       BRIGHTPOINT, INC.


                                       By /s/ Steven E. Fivel
                                          -----------------------
                                          Steven E. Fivel, Executive
                                            Vice President and General Counsel


Dated:  August 23, 2002






                                      -3-

EX-99.1

                                                                    EXHIBIT 99.1



          BRIGHTPOINT ANNOUNCES THE RESIGNATION OF ROLLIN M. DICK

INDIANAPOLIS--August 21, 2002--Brightpoint, Inc. (NASDAQ:CELL) announced today
that Rollin M. Dick has resigned, effective immediately, his positions as a
Director and member of the Company's Audit and Executive Committees. A current
member of the Board of Directors and Audit Committee, Jerre L. Stead, has been
appointed to serve as the interim Chairman of the Audit Committee.

Brightpoint is one of the world's largest distributors of mobile phones.
Brightpoint supports the global wireless telecommunications and data industry,
providing quickly deployed, flexible and cost effective third party solutions.
Brightpoint's innovative services include distribution, channel management,
fulfillment, eBusiness solutions and other outsourced services that integrate
seamlessly with its customers. Additional information about Brightpoint can be
found on its website at www.brightpoint.com or by calling its toll-free
Information and Investor Relations line at 877-IIR-CELL (877-447-2355).

Certain information in this press release may contain forward-looking statements
regarding future events or the future performance of Brightpoint. These
statements are only predictions and actual events or results may differ
materially. Please refer to the documents the Company files, from time to time,
with the Securities and Exchange Commission; specifically, Brightpoint's most
recent Form 10-K, Form 10-Q and Exhibits 99, thereto. These documents contain
and identify important risk factors that could cause the actual results to
differ materially from those contained in or implied by these forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date these statements were
made. Brightpoint undertakes no obligation to update any forward-looking
statements contained in this press release.


- ---------------------
Contact:

     Brightpoint, Inc., Indianapolis, Indiana
     Frank Terence, 317/805-4100

EX-99.2

                                                                    EXHIBIT 99.2

                              CAUTIONARY STATEMENTS

Certain information in this Form 8-K may contain forward-looking statements
regarding future events or the future performance of Brightpoint. These
statements are only predictions and actual events or results may differ
materially. Please refer to the documents Brightpoint files, from time to time,
with the Securities and Exchange Commission; specifically, Brightpoint's most
recent Form 10-Q and Form 10-K and Exhibits 99, thereto. These documents contain
and identify important risk factors that could cause the actual results to
differ materially from those contained in or implied by these forward-looking
statements. These risk factors include, without limitation, the following: i)
significant payment obligations under our outstanding Convertible Notes, certain
leases and other contractual obligations; ii) uncertainties relating to customer
plans and commitments; iii) lack of demand for our products and services in
certain markets; iv) our ability to implement enterprise and warehouse
management software systems without incurring significant additional costs or
business interruptions; and v) loss of significant customers and difficulties
collecting our accounts receivable. Readers are cautioned not to place undue
reliance on these forward-looking statements that speak only as of the date
these statements were made. Brightpoint undertakes no obligation to update any
forward-looking statements contained in this press release.