-----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, S1UGFcxzqkDLChPd18qT/z8Jq7APio0b7D6g4xB081kcbAkTXgeHz7NeaY2qnKzY jYhSr6HAhcuNiShH8S/VdA== 0000950138-04-000212.txt : 20040305 0000950138-04-000212.hdr.sgml : 20040305 20040304192019 ACCESSION NUMBER: 0000950138-04-000212 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040305 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-42959 FILM NUMBER: 04650069 BUSINESS ADDRESS: STREET 1: 1730 BRIERCROFT DR CITY: CARROLLTON STATE: TX ZIP: 75006 BUSINESS PHONE: 972-466-5000 MAIL ADDRESS: STREET 1: 1730 BRIERCROFT DRIVE STREET 2: LEGAL DEPT. CITY: CARROLLTON STATE: TX ZIP: 75006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROTH MICHAEL CENTRAL INDEX KEY: 0001010207 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 10556 N PORT WASHINGTON RD CITY: MEQUON STATE: WI ZIP: 53092 BUSINESS PHONE: 4142411810 MAIL ADDRESS: STREET 1: 10556 N PORT WASHINGTON RD CITY: MEQUON STATE: WI ZIP: 53092 SC 13G 1 mar13g_cellstar.txt \ROTH-STARKFILINGS\2004FILINGS\MAR13G_CELLSTAR SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* Cellstar Corporation -------------------- (Name of Issuer) Common Shares, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 150925204 ------------ (CUSIP Number) February 26, 2004 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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 13G CUSIP NO. 150925204 Page 2 of 6 _____________________________________________________________________________ NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) 1 Michael A. Roth and Brian J. Stark, as joint filers pursuant to Rule 13d-1(k) _____________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] _____________________________________________________________________________ 3 SEC USE ONLY _____________________________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America _____________________________________________________________________________ NUMBER OF 5 SOLE VOTING POWER SHARES 0 ______________________________________________________________ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 3,744,032 ______________________________________________________________ EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 ______________________________________________________________ PERSON 8 SHARED DISPOSITIVE POWER WITH 3,744,032 _____________________________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,744,032 _____________________________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 18.4% _____________________________________________________________________________ 12 TYPE OF REPORTING PERSON IN _____________________________________________________________________________ SCHEDULE 13G CUSIP NO. 150925204 Page 3 of 6 Item 1(a). Name of Issuer: Cellstar Corporation (the "Issuer") Item 1(b). Address of Issuer's Principal Executive Offices: 1730 Briercroft Drive Carrollton, Texas 75006 Items 2(a), (b) and (c). Name of Persons Filing, Address of Principal Business Office and Citizenship: This Schedule 13G is being filed on behalf of Michael A. Roth and Brian J. Stark, as joint filers (collectively, the "Reporting Persons"). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended. The principal business office of the Reporting Persons is 3600 South Lake Drive, St. Francis, WI 53235. Item 2(d). Title of Class of Securities: Common Stock, par value $.01 per share, of the Issuer (the "Common Stock") Item 2(e). CUSIP Number: 150925204 Item 3. Not applicable. Item 4. Ownership: (a) Amount beneficially owned: 3,744,032 shares of Common Stock (b) Percent of class: Based on 20,362,404 shares of Common Stock of the Issuer outstanding as of February 20, 2004 (as set forth in the Issuer's 10-Q for the period ended November 30, 2003), the Reporting Persons hold approximately 18.4% of the issued and outstanding Common Stock of the Issuer. (c) Number of shares to which such person has: SCHEDULE 13G CUSIP NO. 150925204 Page 4 of 6 (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 3,744,032 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose of or direct the disposition of: 3,744,032 The Reporting Persons beneficially own an aggregate of 3,744,032 shares of Common Stock. The foregoing amount of Common Stock and percentage ownership represent the combined indirect holdings of Michael A. Roth and Brian J. Stark. The Reporting Persons are the founding members and direct the management of Staro Asset Management, L.L.C., a Wisconsin limited liability company ("Staro"), which serves as (a) the managing general partner of Stark Investments Limited Partnership, and (b) the investment manager of Shepherd Investments International Ltd. Through Staro, the Reporting Persons share voting and dispositive power over all of the foregoing shares. Therefore, for the purposes of Rule 13d-3 under the Exchange Act, the Reporting Persons may be deemed to be the beneficial owners of, but hereby disclaim such beneficial ownership of, the foregoing shares. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of a Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the SCHEDULE 13G CUSIP NO. 150925204 Page 5 of 6 securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SCHEDULE 13G CUSIP NO. 150925204 Page 6 of 6 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. Dated: March 4, 2004 /s/ Michael A. Roth ----------------------- Michael A. Roth /s/ Brian J. Stark ----------------------- Brian J. Stark SCHEDULE 13G CUSIP NO. 150925204 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to 3,744,032 shares of Common Stock, of Cellstar Corporation and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings. The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate. IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on March 4, 2004. /s/ Michael A. Roth ----------------------- Michael A. Roth /s/ Brian J. Stark ----------------------- Brian J. Stark -----END PRIVACY-ENHANCED MESSAGE-----