S-8 1 a2078435zs-8.txt FORM 8-K As filed with the Securities and Exchange Commission on May 14, 2002 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 (Zip code) offices)
Long-Term Incentive Plan (Full title of the plan) 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 M5X 1B1 New York, N.Y. 10022 Canada (212) 836-8000 (416) 863-0900
CALCULATION OF REGISTRATION FEE
==================================== ============================ ====================== ====================== =================== PROPOSED TITLE OF SECURITIES TO BE AMOUNT TO BE MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTERED REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE PER SHARE PRICE ==================================== ============================ ====================== ====================== =================== ==================================== ============================ ====================== ====================== =================== Subordinate Voting Shares 6,000,000 shares (1) $ 28.525 (2) $171,150,000 (2) $15,824 ==================================== ============================ ====================== ====================== ===================
(1) Additional shares reserved for issuance pursuant to options previously granted under the Long-Term Incentive Plan. (2) 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 May 13, 2002 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, and Registration Statement on Form S-8, Registration Number 333-63112, filed with the Commission on June 15, 2001, are 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 Amended and Restated Celestica Inc. Long-Term Incentive Plan 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)
II-1 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 May 14, 2002. 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 Officer May 14, 2002 Eugene V. Polistuk /s/ Anthony P. Puppi ------------------------------- Chief Financial Officer, Executive Vice May 14, 2002 Anthony P. Puppi President, and General Manager - Services /s/ William Etherington ------------------------------- Director May 14, 2002 Robert L. Crandall /s/ William Etherington ------------------------------- Director May 14, 2002 William Etherington ------------------------------- Director Richard S. Love /s/ Roger L. Martin ------------------------------- Director May 14, 2002 Roger L. Martin /s/ Anthony R. Melman ------------------------------- Director May 14, 2002 Anthony R. Melman /s/ Michio Naruto ------------------------------- Director May 14, 2002 Michio Naruto ------------------------------- Director Gerald W. Schwartz /s/ Don Tapscott ------------------------------- Director May 14, 2002 Don Tapscott
II-2 EXHIBIT INDEX
EXHIBITS DESCRIPTION -------- ------------ 4.1 Celestica Inc. Long-Term Incentive Plan 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)
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