-----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, UoiB6kuePazMxBgusA1fRIMqTV/rh0wYc3OqSj6U2IKr8DHEkUPWGvwxyGpqdGVM 0U0I36ZYYsgS4YSatkQHYg== 0000912057-97-025095.txt : 19970729 0000912057-97-025095.hdr.sgml : 19970729 ACCESSION NUMBER: 0000912057-97-025095 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970728 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42959 FILM NUMBER: 97645922 BUSINESS ADDRESS: STREET 1: 1730 BRIERCROFT DR CITY: CARROLLTON STATE: TX ZIP: 75006 BUSINESS PHONE: 2144665000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDFIELD ALAN H CENTRAL INDEX KEY: 0000946529 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1730 BRIERCROFT CT CITY: CARROLLTON STATE: TX ZIP: 75006 BUSINESS PHONE: 2144665029 SC 13D/A 1 SC 13D/A ------------------------------ OMB APPROVAL ------------------------------ OMB NUMBER: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per form.......... 14.90 ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7) CellStar Corporation ---------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share ---------------------------------------------------------------------- (Title of Class of Securities) 150925105 ---------------------------------------------------------------------- (CUSIP Number) Alan H. Goldfield 1730 Briercroft Court Carrollton, TX 75006 ---------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 8, 1997 ---------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this 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 filled 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). SCHEDULE 13D/A CUSIP No. 150925105 Page 2 of 7 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alan H. Goldfield - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 9,843,750 NUMBER OF ---------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH ---------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 9,128,055 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,313,055 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- CUSIP No. 150925105 13D/A Page 3 of 7 Pages ITEM 1. SECURITY AND ISSUER. Not amended. ITEM 2. IDENTITY AND BACKGROUND. Not amended. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION. Not amended. ITEM 4. PURPOSE OF TRANSACTION. Not amended. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended in its entirety to read as follows: (a) Mr. Goldfield beneficially owns an aggregate of 10,313,055 shares, or approximately 34.7%, of the Common Stock of the Company. Mr. Goldfield beneficially owns 94,305 of such shares through his ownership of the Employee Options and 375,000 of such shares through his ownership of the 1995 Option. (b) Mr. Goldfield possesses sole voting power with respect to 9,843,750 shares of Common Stock and sole dispositive power with respect to 9,128,055 shares of Common Stock. Mr. Goldfield does not share voting or dispositive power with respect to any shares of Common Stock. CUSIP No. 150925105 13D/A Page 4 of 7 Pages (c) Mr. Goldfield has been informed that, over the period of time from July 1, 1997, through July 16, 1997, Mr. Hong sold an aggregate of 315,000 shares subject to the Hong Proxy (as defined and further described in Item 6 below). Therefore, Mr. Goldfield is deemed to have disposed of indirect ownership of such shares. In addition, on July 16, 1997, Mr. Goldfield disposed of direct ownership of 25,000 shares of Common Stock at a price per share of $33.50 through an open market sale. (d) To the best of Mr. Goldfield's knowledge and belief, Mr. Hong has the right to receive the dividends (if any) and proceeds from the sale of the 1,185,000 Option I Shares currently owned of record by Mr. Hong. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Paragraph 3 of Item 6 is hereby amended to read as follows: Mr. Hong has granted a revocable proxy (the "Hong Proxy") to Mr. Goldfield with respect to the Option I Shares owned of record by Mr. Hong, which shares were transferred to Mr. Hong pursuant to the Exchange Agreement. The Hong Proxy authorizes Mr. Goldfield to represent Mr. Hong and to vote the 1,185,000 Option I Shares currently held by Mr. Hong at any and all meetings of stockholders of the Company and in any consent of stockholders in writing. The Hong Proxy may be revoked by Mr. Hong upon 90 days' written notice. CUSIP No. 150925105 13D/A Page 5 of 7 Pages ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 7.1 Form of Revocable Proxy, dated July 22, 1997, given by Mr. Hong to Mr. Goldfield.* 7.2 Form of Shareholders Agreement, dated July 20, 1995, by and between Mr. Goldfield and Motorola.** 7.3 Form of Stock Purchase Agreement, dated July 20, 1995, by and between the Company and Motorola.** - ------------------------------ * Filed herewith. ** Previously filed as an exhibit to Mr. Goldfield's Schedule 13D dated June 2, 1995. CUSIP No. 150925105 13D/A Page 6 of 7 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 25, 1997 By: /s/ Alan H. Goldfield ------------------------ Alan H. Goldfield CUSIP No. 150925105 13D/A Page 7 of 7 Pages EXHIBIT INDEX Number Description ------ ----------- 7.1 Form of Revocable Proxy, dated July 22, 1997, given by Mr. Hong to Mr. Goldfield.* 7.2 Form of Shareholders Agreement, dated July 20, 1995, by and between Mr. Goldfield and Motorola.** 7.3 Form of Stock Purchase Agreement, dated July 20, 1995, by and between the Company and Motorola.** - ------------------------------ * Filed herewith. ** Previously filed as an Exhibit to Mr. Goldfield's Schedule 13D dated June 2, 1995. EX-7.1 2 EX 7.1 EXHIBIT 7.1 REVOCABLE PROXY CELLSTAR CORPORATION CARROLLTON, TEXAS The undersigned hereby appoints Alan H. Goldfield (the "Proxy"), with full power of substitution, as proxy and hereby authorizes him to represent and to vote all of the shares of Common Stock of CellStar Corporation, a Delaware corporation (the "Company") identified below and any Common Stock issued or issuable with respect to such shares of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, at any and all meetings of stockholders and at any adjournments or postponements thereof, or by consent in writing. This proxy revokes all prior proxies given by the undersigned. This proxy may be revoked by the undersigned upon 90 days' written notice, which 90 day period shall commence when such notice is actually received by both the Proxy and the Company. Unless the Proxy and the Company have received written notice of such revocation, they shall rely on this proxy to evidence the authority of Proxy to act as set forth herein. Dated July 22, 1997. /s/ A.S. Horng ------------------------------------- A.S. Horng SHARES SUBJECT TO THIS PROXY: Certificate Number: Number of Shares: Record Holder: - ------------------- ----------------- -------------- 0767 1,000,000 A.S. Horng - ------------------- ----------------- -------------- - ------------------- ----------------- -------------- - ------------------- ----------------- -------------- - ------------------- ----------------- -------------- -----END PRIVACY-ENHANCED MESSAGE-----