<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 2000.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
FORM F-3
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 OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
12 CONCORDE PLACE
TORONTO, ONTARIO CANADA M3C 3R8
(416) 448-5800
(ADDRESS, INCLUDING POSTAL CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
ATTENTION: MANAGING ATTORNEY
425 PARK AVENUE, NEW YORK, NEW YORK 10022
(212) 836-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-------------------------
COPIES TO:
LYNN TOBY FISHER, ESQ. I. BERL NADLER, ESQ.
JOEL I. GREENBERG, ESQ. THOMAS A. SMEE, ESQ.
Kaye, Scholer, Fierman, Hays & Handler, LLP Davies, Ward & Beck LLP
425 Park Avenue 1 First Canadian Place,
New York, N.Y. 10022 Suite 4400
(212) 836-8000 Toronto, Ontario
Canada M5X 1B1
(416) 863-0900
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
-------------------------
CALCULATION OF REGISTRATION FEE
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Aggregate Price Per Aggregate Offering Amount of
Registered Registered(1) Unit(1)(2) Price(1)(3) Registration Fee
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Subordinate voting -- -- -- --
shares...............
------------------------------------------------------------------------------------------------------------------------
Preference shares ... -- -- -- --
------------------------------------------------------------------------------------------------------------------------
Debt securities...... -- -- -- --
------------------------------------------------------------------------------------------------------------------------
Warrants............. -- -- -- --
------------------------------------------------------------------------------------------------------------------------
Total................ -- -- $1,000 $0.27(4)
------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The aggregate amount of each of the subordinate voting and preference
shares and the debt securities and the warrants to purchase subordinate
voting shares and the aggregate offering price per unit has been
omitted pursuant to Securities Act Release No. 6964. Reflects the
offering price rather than the principal amount of any debt securities
issued at a discount. Reflects the offering price equivalent in United
States dollars of any debt securities denominated in a foreign
currency.
(2) The proposed maximum offering price per unit will be determined by us
in connection with the issuance of the subordinate voting and
preference shares and the debt securities and the warrants to purchase
subordinate voting shares.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) of the Securities Act. Exclusive of accrued
interest, if any, on the debt securities.
(4) The combined prospectus included in this registration statement
includes $2,156,772,792 of debt securities, subordinate voting,
preference shares and warrants to purchase subordinate voting shares,
being carried forward from Registration Statement No. 333-12272; the
amount of the registration fee set forth above does not include the
filing fee in the amount of $569,388 associated with such securities
which was previously paid with the earlier registration statements.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
THE COMBINED PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT RELATES TO
SECURITIES REGISTERED FOR ISSUANCE UNDER THIS REGISTRATION STATEMENT AND
REGISTRATION STATEMENT NO. 333-12272.
============================================================================
SUBJECT TO COMPLETION, DATED NOVEMBER __, 2000
PROSPECTUS
$2,156,773,792
<PAGE>
CELESTICA INC.
Subordinate Voting Shares
Preference Shares
Debt Securities
Warrants
----------
We will provide the specific terms of the securities we are offering in a
supplement to this prospectus. We may not use this prospectus to sell
subordinate voting shares, preference shares, debt securities or warrants to
purchase subordinate voting shares, preference shares, debt securities or other
securities unless we also give prospective investors a supplement to this
prospectus. You should read this prospectus and the supplement carefully before
you invest.
This prospectus may also be used by our shareholders to offer subordinate voting
shares. Any selling shareholders will be named in a supplement to this
prospectus.
Our shares are traded on The New York Stock Exchange and The Toronto Stock
Exchange under the symbol "CLS".
See "Risk Factors" on page 9 for information you should consider before buying
the securities.
Each prospectus supplement will describe additional risk factors. These factors
may concern the securities we are offering or our company.
----------
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
----------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------
The date of this prospectus is November , 2000
2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS................................................4
ABOUT THIS PROSPECTUS.....................................................................4
CELESTICA INC.............................................................................5
ABOUT THE OFFERINGS.......................................................................7
RISK FACTORS..............................................................................8
USE OF PROCEEDS..........................................................................15
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES..........................................15
WHERE YOU CAN FIND MORE INFORMATION......................................................16
PLAN OF DISTRIBUTION.....................................................................17
DESCRIPTION OF CAPITAL STOCK.............................................................19
DESCRIPTION OF DEBT SECURITIES...........................................................27
DESCRIPTION OF WARRANTS..................................................................32
LEGAL MATTERS............................................................................33
AUDITORS.................................................................................33
</TABLE>
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT AUTHORIZED
ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS
PROSPECTUS. WE ARE NOT MAKING AN OFFER TO SELL, OR SEEKING OFFERS TO BUY, THESE
SECURITIES IN ANY STATE WHERE OFFERS AND SALES ARE NOT PERMITTED. YOU SHOULD NOT
ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THOSE
DOCUMENTS.
IN THIS PROSPECTUS, "CELESTICA," THE "COMPANY," "WE," "US" AND "OUR"
REFER TO CELESTICA INC. AND ITS SUBSIDIARIES.
------------------------
We furnish our shareholders with annual reports containing financial
statements prepared in accordance with Canadian generally accepted accounting
principles audited by our independent accountants, with a reconciliation of
those financial statements to U.S. generally accepted accounting principles. We
will make available copies of quarterly reports for each of the first three
quarters of each fiscal year containing interim unaudited consolidated financial
information.
All dollar amounts in this prospectus are expressed in United States
dollars, except where we state otherwise. In this prospectus, unless we state
otherwise, all references to "U.S.$" or "$" are to U.S. dollars.
Canada has no system of exchange controls. There are no Canadian
restrictions on the repatriation of capital or earnings of a Canadian public
company to non-resident investors. There are no laws of Canada or exchange
restrictions affecting the remittance of dividends, interest, royalties or
similar payments to non-resident holders of our securities, except as
described under the caption "Description of Capital Stock -- Certain Canadian
Federal Income Tax Considerations."
3
<PAGE>
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
We include this disclosure to take advantage of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.
This prospectus (and any prospectus supplement) and the documents
incorporated by reference in this prospectus (and in any prospectus supplement)
include "forward-looking statements" within the meaning of section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and section 21E of
the Securities Exchange Act of 1934, as amended, or the Exchange Act.
Forward-looking statements may be identified by the use of words like
"believes," "intends," "expects," "may," "will," "should" or "anticipates," or
the negative equivalents of those words or comparable terminology, and by
discussions of strategies that involve risks and uncertainties.
Given the risks and uncertainties of our business, actual results may
differ materially from those expressed or implied by forward-looking statements.
In addition, we base forward-looking statements on assumptions about future
events, which may not prove to be accurate. In light of these risks,
uncertainties and assumptions, you should be aware that the forward-looking
events described in this prospectus (and in any prospectus supplement) and the
documents incorporated by reference in this prospectus (and in any prospectus
supplement) may not occur.
We cannot assure you that our future results, levels of activity and
achievements will occur as we expect, and neither we nor any other person
assumes responsibility for the accuracy and completeness of our forward-looking
statements. We have no obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf registration process, we may offer any combination of the
securities described in this prospectus, and our shareholders may offer
subordinate voting shares, in one or more offerings up to the total dollar
amount of $2,156,773,792. This prospectus provides you with a general
description of the securities we may offer. Each time we use this prospectus, we
will provide a prospectus supplement that will contain specific information
about the securities to be sold and the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus, and may identify one or more selling shareholders. It is important
for you to consider the information contained in this prospectus and any
prospectus supplement together with any additional information described under
the heading "Where You Can Find More Information" in making your investment
decision.
4
<PAGE>
CELESTICA INC.
We are a leading provider of electronics manufacturing services, or EMS, to
original equipment manufacturers, or OEMs, worldwide. We are the third largest
EMS provider in the world with revenue for the three months and twelve months
ended June 30, 2000 of approximately $2.1 billion and $6.7 billion,
respectively. We operate 33 facilities located in the United States, Canada,
Mexico, United Kingdom, Ireland, Italy, Thailand, China, Hong Kong, Czech
Republic, Brazil and Malaysia. We provide a wide variety of products and
services to our customers, including manufacture, assembly and test of complex
printed circuit assemblies and full system assembly of final products. In
addition, we provide a broad range of EMS services from product design to
worldwide distribution and after-sales support.
We target industry leading OEMs primarily in the computer and communications
sectors. We supply products and services to more than 50 OEMs, including the
following industry leaders:
<TABLE>
<CAPTION>
<S> <C>
- Cisco Systems Inc. - International Business
- Dell Computer Corporation Machines Corporation
- EMC Corporation - Lucent Technologies Inc.
- Fujitsu-ICL Systems Inc. - NEC Corporation
- Hewlett-Packard Company - Nortel Networks Corporation
- Sun Microsystems Inc.
</TABLE>
The products we manufacture include, or can be found in, a wide range
of end-products, such as:
<TABLE>
<CAPTION>
<S> <C> <C>
- hubs and switches - multimedia peripherals - switching products
- LAN and WAN networking cards - PBX switches - token ring products
- laser printers - personal computers - video broadcasting equipment
- mainframe computers - photonic devices - wireless base stations
- mass storage devices - routers - wireless local loop systems
- medical ultrasound devices - scalable processors - workstations
- modems - servers
</TABLE>
Our principal competitive advantages are our advanced capabilities in the
areas of technology, quality and supply chain management. We are an industry
leader in a wide range of advanced manufacturing technologies, using
established and newly emerging processes. Our state-of-the-art manufacturing
facilities are organized as customer focused factories, which have dedicated
manufacturing lines and customer teams. This approach enhances customer
satisfaction and manufacturing flexibility. We believe our test capabilities
are among the best in the industry and enable us to produce highly reliable
products, including products that are critical to the functioning of our
customers' products and systems. Our size, geographic reach and leading
expertise in supply chain management allow us to purchase materials
effectively and to deliver products to customers faster, thereby reducing
overall product costs and reducing the time to market.
We also believe that our highly skilled workforce gives us a distinct
competitive advantage. Through innovative compensation and broad-based employee
stock ownership, we have developed a unique entrepreneurial, participative and
team-based culture. We employ over 2,200 engineers, and we are led by a senior
management team with an average of more than 15 years of industry experience.
5
<PAGE>
Our goal is to be the EMS "partner of choice" to leading OEMs. Our strategy is
to:
- maintain our leadership position in the areas of technology, quality
and supply chain management;
- develop profitable, strategic relationships with industry leaders
primarily in the computer and communications sectors;
- continually expand the range of the services we provide to OEMs;
- diversify our customer base, serving a wide variety of end-markets
with increasing emphasis on the communications sector, particularly in
optical networking;
- selectively pursue strategic acquisitions; and
- steadily improve our operating margins.
Our industry is growing rapidly. According to Technology Forecasters, Inc., or
TFI, the EMS industry will grow at an average annual rate of approximately 20%
through 2003. TFI forecasts that the 12 EMS providers with annual 1998 revenue
of greater than $500 million will have a growth rate of approximately 30% over
the same period. EMS industry growth is being fueled by increased outsourcing of
manufacturing and related functions by OEMs worldwide and by the growth of the
overall electronics industry.
We see numerous industry vectors that are fueling continued growth in the EMS
industry. These include:
- the growing trend by telecommunications companies and electronics
firms to outsource their manufacturing and divest of their
manufacturing assets;
- the impact the growth of the Internet is having on the development of
faster and more powerful hardware, such as networking devices and
servers;
- the growing trend for Japanese-based companies to outsource
manufacturing; and
- the increasing number of acquisition opportunities in the area of EMS,
including OEM divestitures.
Our industry is highly fragmented. In 1999, the three largest participants
(including us) accounted for approximately 29% of total industry revenue. No
other participant generated revenue in excess of $5.0 billion annually. Because
of the advantages of size and geographic diversity in servicing global OEMs, our
industry is poised for significant consolidation.
Since the beginning of 1997, we have completed 20 acquisitions and established
three greenfield operations. These acquisitions and greenfield operations have
significantly enhanced our geographic reach, expanded our customer base of
leading OEMs and broadened our service offering capabilities. We continue to
seek strategic acquisitions and opportunities to establish greenfield
operations.
Our principal executive office is located at 12 Concorde Place, Toronto,
Ontario, Canada MC3 3R8 and our telephone number is (416) 448-5800.
6
<PAGE>
ABOUT THE OFFERINGS
We may offer subordinate voting shares, preference shares, secured or
unsecured general obligations of our company in the form of senior or
subordinated debt securities or warrants to purchase subordinate voting shares,
preference shares, debt securities or other securities, and our shareholders may
offer subordinate voting shares.
Debt securities will consist of bonds, debentures, notes or other secured
or unsecured evidences of indebtedness. For each type of debt security we offer,
the price and terms will be determined at or prior to the time of sale.
These securities may be offered directly to one or more purchasers,
through agents designated from time to time, or to or through underwriters or
dealers. The names of these parties, any securities to be purchased by or
through these parties, the compensation of these parties and other special terms
in connection with the offering and sale of these securities will be detailed in
the supplement to this prospectus. Please turn to "Plan of Distribution."
7
<PAGE>
RISK FACTORS
The securities being offered by this prospectus involve a degree of risk.
You should carefully consider the following risk factors and all of the other
information contained in this prospectus, in the applicable prospectus
supplement and in the additional information described under the heading "Where
You Can Get More Information" before you buy any of the securities sold pursuant
to this prospectus.
OUR OPERATING RESULTS FLUCTUATE
Our annual and quarterly results have fluctuated in the past. The reasons
for these fluctuations may similarly affect us in the future. Our operating
results may fluctuate in the future as a result of many factors, including:
- The volume of orders received relative to our manufacturing capacity;
- Fluctuations in material costs and the mix in material costs versus
labor and manufacturing overhead costs;
- Variations in the level and timing of orders placed by a customer due
to the customer's attempts to balance its inventory, changes in the
customer's manufacturing strategy and variation in demand for the
customer's products. These changes can result from life cycles of
customer products, competitive conditions and general economic
conditions; and
- The mix of revenue derived from consignment and turnkey manufacturing
(consignment manufacturing, where the customer purchases materials,
tends to result in higher gross margins but lower revenues, and
turnkey manufacturing, where we purchase materials, tends to result in
lower gross margins but higher revenue).
Any one of the following factors or combinations of these factors could also
affect our results for a financial period:
- The level of price competition;
- Our past experience in manufacturing a particular product;
- The degree of automation we use in the assembly process;
- Whether we are managing our inventories and fixed assets efficiently;
- The timing of our expenditures in anticipation of increased sales;
- Customer product delivery requirements and shortages of components or
labor; and
- The timing of, and the price we pay for, our acquisitions and related
integration costs.
In addition, most of our customers typically do not commit to firm
production schedules for more than 30 to 90 days in advance. Accordingly, we
cannot forecast the level of customer orders with certainty. This makes it
difficult to schedule production and maximize utilization of our manufacturing
capacity. In the past, we have been required to increase staffing, purchase
materials and incur other expenses to meet the anticipated demand of our
customers. Sometimes these anticipated orders from certain customers have failed
to materialize, and sometimes delivery schedules have been deferred as a result
of changes in the customer's
8
<PAGE>
business needs. On other occasions, customers have required rapid and sudden
increases in production which have placed an excessive burden on our
manufacturing capacity.
Any of these factors or a combination of these factors could have a
material adverse effect on our results of operations.
Historically, our fourth quarter revenue has been highest and our first
quarter revenue has been lowest. Prospective investors should not rely on
results of operations in any past period to indicate what our results will be
for any future period.
WE HAVE HAD RECENT OPERATING LOSSES
We generated net earnings in each of the years from 1993 through 1996 and
in 1999. We recorded net losses of $6.9 million and $48.5 million in 1997 and
1998, respectively. In 1997, we incurred $13.3 million of integration costs
related to acquisitions and a $13.9 million credit loss, with these charges
totaling $27.2 million ($17.0 million after income taxes). In 1998, we incurred
$8.1 million of integration costs related to acquisitions, a $41.8 million
write-down of intellectual property and goodwill, a write-off of deferred
financing fees and debt redemption fees of $17.8 million and $5.1 million of
charges related to the acquisition of International Manufacturing Services,
Inc., or IMS, with these charges totaling $72.8 million ($56.5 million after
income taxes). We may not be profitable in future periods.
OUR RESULTS ARE AFFECTED BY CHANGES IN MATERIAL COSTS AND LIMITED AVAILABILITY
OF COMPONENTS
Substantially all of our revenue is derived from turnkey manufacturing.
In turnkey manufacturing, we purchase directly most or all of the components we
need for production and we assemble products. We typically bear a portion of the
risk of component price changes, which could have a material adverse effect on
our gross profit margin. Our results of operations have, under past practices,
been adversely affected by substantial component price reductions. A majority of
the products we manufacture require one or more components that we order from
sole-source suppliers of these particular components. Supply shortages for a
particular component can delay production of all products using that component
or cause price increases in the services we provide. In addition, at various
times there have been industry-wide shortages of electronic components,
particularly memory and logic devices. Such shortages, or future fluctuations in
material costs, may have a material adverse effect on our business or cause our
results of operations to fluctuate from period to period. Also, we rely on a
variety of common carriers for materials transportation and route materials
through various world ports. A work stoppage, strike or shutdown of a major port
or airport could result in manufacturing and shipping delays or expediting
charges, which could have a material adverse effect on our results of
operations.
WE DEPEND ON CERTAIN INDUSTRIES
Our financial performance depends on our customers' continued growth,
viability and financial stability. Our customers, in turn, substantially depend
on the growth of the computer and communications industries. These industries
are characterized by rapidly changing technologies and short product life
cycles. Recently these industries have experienced pricing and margin pressures.
These factors affecting the computer and communications industries in general,
and the impact these factors might have from time to time on our customers in
particular, could have a material adverse effect on our business.
9
<PAGE>
WE DEPEND ON A LIMITED NUMBER OF CUSTOMERS
Our three largest customers in 1999 were Hewlett-Packard Company, Sun
Microsystems Inc. and Cisco Systems Inc., which each represented more than 10%
of our total 1999 revenue and collectively represented 54.8% of our total 1999
revenue. Our next five largest customers collectively represented 23.4% of our
total revenue in 1999. We expect a significant increase in revenue from IBM in
2000 as a result of facilities acquisitions completed and supply agreements
entered into in February and May 2000. Hewlett-Packard Company, Sun Microsystems
Inc. and International Business Machines Corporation, or IBM, our three largest
customers in 1998, each represented more than 10% of our total 1998 revenue and
collectively represented 56.6% of total 1998 revenue. Our next five largest
customers represented 29.0% of total 1998 revenue. We expect to continue to
depend upon a relatively small number of customers for a significant percentage
of our revenue.
Generally, we do not enter into long-term supply commitments with our
customers. Instead, we bid on a project basis and have supply contracts in place
for each project. Significant reductions in sales to any of our largest
customers would have a material adverse effect on us. In addition, we generate
significant accounts receivable and inventory balances in connection with
providing manufacturing services to our customers. A customer's inability to pay
for the manufacturing services provided by us could have a material adverse
effect on our results of operations.
WE FACE RISKS DUE TO EXPANSION OF OUR OPERATIONS
New operations, whether foreign or domestic, can require significant
start-up costs and capital expenditures. As we continue to expand our domestic
and international operations, we may not be able to successfully generate
revenue necessary to recover start-up and operating costs. The successful
operation of an acquired business requires effective communication and
cooperation between us and our new employees, including cooperation in product
development and marketing. This cooperation may not occur or a disruption in one
or more sectors of our business may result. In addition, we may not be able to
retain key technical, management, sales and other personnel of an acquired
business for any significant length of time, and we may not realize any of the
other anticipated benefits of an acquisition. Furthermore, additional
acquisitions would require investment of financial resources and may require
debt financing or dilutive equity financing. We may not consummate any
acquisitions in the future. If we do, any debt or equity financing required for
any acquisition may not be available on terms acceptable to us.
WE FACE ADDITIONAL RISKS DUE TO OUR INTERNATIONAL OPERATIONS
During 1999, approximately 32% of our revenue was derived from locations
outside of North America. In addition, we purchased material from international
suppliers for much of our business, including our North American business. We
believe that our future growth depends in large part on our ability to increase
our business in international markets. We will continue to expand our operations
outside of North America. This expansion will require significant management
attention and financial resources. To increase international sales in subsequent
periods, we must establish additional foreign operations, hire additional
personnel and establish additional international facilities. We may not expand
or even maintain our international sales. If the revenue we generate from
foreign activities is inadequate to offset the expense of maintaining foreign
offices and activities, our profitability will be adversely affected.
International operations are subject to inherent risks, which may adversely
affect us, including:
- Labor unrest;
- Unexpected changes in regulatory requirements;
10
<PAGE>
- Tariffs and other barriers;
- Less favorable intellectual property laws;
- Difficulties in staffing and managing foreign sales and support
operations;
- Longer accounts receivable payment cycles and difficulties in
collecting payments;
- Changes in local tax rates and other potentially adverse tax
consequences, including the cost of repatriation of earnings;
- Lack of acceptance of localized products in foreign countries;
- Burdens of complying with a wide variety of foreign laws, including
changing import and export regulations;
- Adverse changes in Canadian and U.S. trade policies with the other
countries in which we maintain operations; and
- Political instability.
The operations we acquired in the IMS acquisition in December 1998 are
subject to significant political, economic, legal and other uncertainties in
Hong Kong, China and Thailand. Under its current leadership, the Chinese
government has instituted a policy of economic reform which has included
encouraging foreign trade and investment and greater economic decentralization.
However, the Chinese government may discontinue or change these policies, and
these policies may not be successful. Moreover, despite progress in developing
its legal system, China does not have a comprehensive and highly developed
system of laws, particularly as it related to foreign investment activities and
foreign trade. Enforcement of existing and future laws and contracts is
uncertain, and implementation and interpretation of such laws may be
inconsistent. As the Chinese legal system develops, new laws and changes to
existing laws may adversely affect foreign operations in China. While Hong Kong
has had a long history of promoting foreign investment, its incorporation into
China means that the uncertainty related to China and its policies may now also
affect Hong Kong. Thailand has also had a long history of promoting foreign
investment but it has experienced economic turmoil and a significant devaluation
of its currency in the recent past. There is a risk that this period of economic
turmoil may result in the reversal of current policies encouraging foreign
investment and trade, restrictions on the transfer of funds overseas, employee
turnover, labor unrest or other domestic economic problems that could adversely
affect us.
WE FACE FINANCIAL RISKS DUE TO FOREIGN CURRENCY FLUCTUATIONS
The principal currencies in which we conduct our operations are U.S.
dollars, Canadian dollars, Mexican pesos, British pounds sterling, Euro and
related currencies under the European Monetary Union and Japanese yen. We may
sometimes enter into hedging transactions to minimize our exposure to foreign
currency and interest rate risks. Our current hedging activity is designed to
reduce the variability of our foreign currency costs and consists of contracts
to sell U.S. dollars and to purchase Canadian dollars, British pounds sterling
and Euros at future dates. In general, these contracts extend for periods of
less than 18 months. Our hedging transactions may not successfully minimize
foreign currency risk.
WE DEPEND ON HIGHLY SKILLED PERSONNEL
Recruiting personnel for the EMS industry is highly competitive. We
believe that our future success will depend, in part, on our ability to
continue to attract and retain highly skilled executive, technical and
management personnel. We generally do not have employment or non-competition
agreements with our employees. To date we have been successful in recruiting
and retaining executive, managerial and technical
11
<PAGE>
personnel. However, the loss of services of certain of these employees could
have a material adverse effect on us.
WE ARE IN A HIGHLY COMPETITIVE INDUSTRY
We are in a highly competitive industry. We compete against numerous
domestic and foreign companies. Two of our competitors, SCI Systems, Inc. and
Solectron Corporation, each have annual revenues in excess of $5 billion. We
also face indirect competition from the manufacturing operations of our current
and prospective customers, which continually evaluate the merits of
manufacturing products internally rather than using EMS providers. Some of our
competitors have more geographically diversified international operations, as
well as substantially greater manufacturing, financial, procurement, research
and development and marketing resources than we have. These competitors may
create alliances and rapidly acquire significant market share. Accordingly, our
current or potential competitors may develop or acquire services comparable or
superior to those we develop, combine or merge to form significant competitors,
or adapt more quickly than we will to new technologies, evolving industry trends
and changing customer requirements. Competition could cause price reductions,
reduced profits or losses or loss of market share, any of which could materially
and adversely affect us. We may not be able to compete successfully against
current and future competitors and the competitive pressures that we face may
materially adversely affect us.
WE MAY BE UNABLE TO KEEP PACE WITH PROCESS AND TEST DEVELOPMENT CHANGE
We continue to evaluate the advantages and feasibility of new
manufacturing processes. Our future success will depend in part upon our ability
to develop and to market manufacturing services which meet changing customer
needs, to maintain technological leadership and to successfully anticipate or
respond to technological changes in manufacturing processes in cost-effective
and timely ways. Our process and test development efforts may not be successful.
OUR CUSTOMERS MAY BE ADVERSELY AFFECTED BY RAPID TECHNOLOGICAL CHANGE
Our customers compete in markets that are characterized by rapidly
changing technology, evolving industry standards and continuous improvements in
products and services. These conditions frequently result in short product life
cycles. Our success will depend largely on the success achieved by our customers
in developing and marketing their products. If technologies or standards
supported by our customers' products become obsolete or fail to gain widespread
commercial acceptance, our business could be materially adversely affected.
WE MAY BE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY
We believe that certain of our proprietary intellectual property rights
and information give us a competitive advantage. Accordingly, we have taken, and
intend to continue to take, appropriate steps to protect this proprietary
information. These steps include signing non-disclosure agreements with
customers, suppliers, employees and other parties and implementing rigid
security measures. Our protection measures may not be sufficient to prevent the
misappropriation or unauthorized disclosure of our property or information.
There is also a risk that infringement claims may be brought against us
or our customers in the future. If someone does successfully assert an
infringement claim, we may be required to spend significant time and money to
develop a manufacturing process that does not infringe upon the rights of such
other person or to obtain licenses for the technology, process or information
from the owner. We may not be successful in such development or any such
licenses may not be available on commercially acceptable terms, if at all. In
12
<PAGE>
addition, any litigation could be lengthy and costly and could adversely affect
us even if we are successful in such litigation.
OUR COMPLIANCE WITH ENVIRONMENTAL LAWS COULD BE COSTLY
Like others in similar businesses, we are subject to extensive
environmental laws and regulations in numerous jurisdictions. Our environmental
policies and practices have been designed to ensure compliance with these laws
and regulations consistent with local practice. Future developments and
increasingly stringent regulation could require us to make additional
expenditures relating to environmental matters at any of the facilities.
Achieving and maintaining compliance with present and changing future
environmental laws could restrict our ability to modify or expand our facilities
or continue production. This compliance could also require us to acquire costly
equipment or to incur other significant expenses.
Some of our operating sites have a history of industrial use. Soil and
groundwater contamination have occurred at some of our facilities, including our
Toronto site. Certain environmental laws impose liability for the costs of
removal or remediation of hazardous or toxic substances on an owner, occupier or
operator of real estate, even if such person or company was not aware of or
responsible for the presence of such substances. In addition, any person or
company who arranges for the disposal or treatment of hazardous or toxic
substances at a disposal or treatment facility may be liable for the costs of
removal or remediation of such substances at such facility, whether or not the
person or company owns or operates the facility. Pursuant to these environmental
laws, from time to time we investigate, remediate and monitor soil and
groundwater contamination at certain of our operating sites and we are currently
remediating contamination at the Toronto site. Also, we may undertake limited
compliance-related activities at recently acquired facilities in Asia.
We obtained Phase I or similar environmental assessments for most of the
manufacturing facilities that we own or lease (but not most of our design
facilities) at the time we either acquired or leased such facilities, or
reviewed recent assessments initiated by others. Typically, these assessments
include general inspections without soil sampling or ground water analysis. The
assessments have not revealed any environmental liability that, based on current
information, we believe will have a material adverse effect on us. Nevertheless,
our assessment may not reveal all environmental liabilities and current
assessments are not available for all facilities. Consequently, there may be
material environmental liabilities we are not aware of. In addition, ongoing
clean up and containment operations may not be adequate for purposes of future
laws. The conditions of our properties could be affected in the future by the
conditions of the land or operations in the vicinity of the properties (such as
the presence of underground storage tanks). These developments and others (such
as increasingly stringent environmental laws, increasingly strict enforcement of
environmental laws by governmental authorities, or claims for damage to property
or injury to persons resulting from the environmental, health or safety impact
of our operations) may cause us to incur significant costs and liabilities that
could have a material adverse effect on us.
OUR LOAN AGREEMENTS CONTAIN RESTRICTIVE COVENANTS
Certain of our outstanding loan agreements contain financial and
operating covenants that limit our management's discretion with respect to
certain business matters. Among other things, these covenants restrict our
ability and our subsidiaries' ability to incur additional debt, create liens or
other encumbrances, make certain payments (including dividends) and investments,
sell or otherwise dispose of assets and merge or consolidate with other
entities.
13
<PAGE>
OUR COMPANY IS CONTROLLED BY ONEX CORPORATION
Onex Corporation, or Onex, owns, directly or indirectly, all of the
multiple voting shares and 1.1% of the outstanding subordinate voting shares.
The number of shares owned by Onex, together with those shares Onex has the
right to vote, represent 86.2% of the voting interest in Celestica and include
4.1% of the outstanding subordinate voting shares. Accordingly, Onex exercises a
controlling influence over our business and affairs and has the power to
determine all matters submitted to a vote of our shareholders where our shares
vote together as a single class. Onex has the power to elect our directors and
to approve significant corporate transactions such as certain amendments to our
articles of incorporation, mergers, amalgamations, plans of arrangement and the
sale of all or substantially all of our assets. Onex's voting power could have
the effect of deterring or preventing a change in control of our company that
might otherwise be beneficial to our other shareholders. Under our revolving
credit facilities, if Onex ceases to control Celestica, our lenders could demand
repayment. Gerald W. Schwartz, the Chairman, President and Chief Executive
Officer of Onex and one of our directors, owns shares with a majority of the
voting rights of the shares of Onex. Mr. Schwartz, therefore, effectively
controls our affairs.
In private placements outside of the United States, certain subsidiaries
of Onex have offered exchangeable debentures due 2025 that are exchangeable and
redeemable under certain circumstances during their 25-year term for an
aggregate 9,214,320 subordinate voting shares of Celestica. If the issuers of
the exchangeable debentures elect to deliver solely subordinate voting shares
and no cash upon the exchange or redemption, or at maturity or acceleration, of
the debentures, the number of shares owned by Onex, together with those shares
Onex has the right to vote, would, if such delivery had occurred on September
15, 2000, represent in the aggregate 83.3% of the voting interest in our company
and 3.1% of our outstanding subordinate voting shares.
POTENTIAL UNENFORCEABILITY OF CIVIL LIABILITIES AND JUDGMENTS
We are incorporated under the laws of the Province of Ontario, Canada.
Most of our directors, controlling persons and officers and certain of the
experts named in this prospectus are residents of Canada. Also, a substantial
portion of our assets and the assets of these persons are located outside of the
United States. As a result, it may be difficult for shareholders to initiate a
lawsuit within the United States against these non-U.S. residents, or to enforce
judgments in the United States against us or these persons which are obtained in
a U.S. court. It may also be difficult for shareholders to enforce a U.S.
judgment in Canada or to succeed in a lawsuit in Canada based only on U.S.
securities laws.
14
<PAGE>
USE OF PROCEEDS
Unless we tell you otherwise in an accompanying prospectus supplement, we
will use the net proceeds from the sale of the securities for general corporate
purposes. From time to time we evaluate the acquisition of businesses, products
and technologies and a portion of the net proceeds may be used for such
acquisitions.
We will not receive any proceeds from the sale of subordinate voting
shares by any selling shareholders.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
This table sets forth our consolidated ratio of earnings to fixed charges
for the periods indicated:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED
DECEMBER 31,
-------------------------------------------------------------------------------------------------------------------
1995 1996 1997 1998 1999
---- ---- ---- ---- ----
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges 10.50x 4.30x 0.90x 0.07x 5.05x
(unaudited) (1)..............................
-------------------------------------------------------------------------------------------------------------------
Deficiency of earnings available to cover -- -- $4.7 $50.5 --
fixed charges ($millions) ...................
-------------------------------------------------------------------------------------------------------------------
</TABLE>
----------------------------
(1) For the purposes of calculating the ratio of earnings to fixed charges
and the deficiency, if any, of earnings available to cover fixed charges,
(i) "earnings" means the sum of (a) income before taxes and (b) fixed
charges during the period and (ii) "fixed charges" means the sum of (a)
interest expensed, (b) amortized premiums, discounts and capitalized
expenses related to indebtedness and (c) an estimate of the interest
included in rental expense. The ratio of earnings to fixed charges is
calculated by dividing earnings by fixed charges. Celestica has not
capitalized interest during any of the periods reflected in the table.
These computations include Celestica and our subsidiaries.
If we use this prospectus to offer debt securities or preference shares,
the prospectus supplement will include a ratio of earnings to fixed charges or a
ratio of combined fixed charges and preference dividends to earnings, as
appropriate.
15
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information with
the Securities and Exchange Commission. In addition, Celestica files such
reports with the Canadian securities authorities (the "CSAs"). As a foreign
private issuer, Celestica is exempt from the rules and regulations under the
Exchange Act prescribing certain disclosure and procedural requirements for
proxy solicitations and, with respect to their purchases and sales of Celestica
securities, Celestica's officers, directors and principal shareholders are
exempt from the reporting and "short swing" profit recovery provisions contained
in Section 16 of the Exchange Act and the rules and regulations thereunder.
You may read and copy any document we file at the Commission's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the Commission at 1-800-SEC-0330 for further information on the operation of the
Commission's public reference room. You are also invited to read and copy any
reports, statements or other information that Celestica files with the CSAs at
the respective CSAs' public reference rooms. The Quebec Securities Commission's
public reference room is located in Montreal, Quebec. These Celestica filings
are also electronically available to the public from the Canadian System for
Electronic Document Analysis and Retrieval ("SEDAR"), the Canadian equivalent of
the Commission's electronic document gathering and retrieval system. Our
subordinate voting shares are listed on The New York Stock Exchange and The
Toronto Stock Exchange under the trading symbol "CLS." You can also obtain
information about us from the New York Stock Exchange at 20 Broad Street, New
York, New York 10005.
The Commission allows us to "incorporate by reference" the information we
file with them. This means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus and information that we file later with the
Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the Commission under the Exchange Act on Form 20-F, Form 40-F, Form 10-K,
Form 10-Q and Form 8-K, from the date these documents are filed until we sell
all of these securities. We also incorporate by reference any Form 6-K we file
in the future with the Commission unless we state in the Form 6-K that it is not
incorporated by reference into this prospectus.
- Our Annual Report on Form 20-F for the year ended December 31, 1999
- Our Current Report on Form 6-K dated January 2000
- Our Current Reports on Forms 6-K and 6-K/A dated February 2000
- Our Current Reports on Forms 6-K, 6-K/A, 6-K/B and 6-K/C dated March
2000
- Our Current Report on Form 6-K dated May 2000
- Our Current Reports on Forms 6-K, 6-K/A, 6-K/B and 6-K/C dated July
2000
- Our Current Reports on Forms 6-K and 6-K/A dated August 2000
- Our Current Report on Form 6-K/A dated November 2000
You may request a copy of these filings at no cost, by writing or calling
us at the following address:
Celestica Inc.
12 Concorde Place
Toronto, Ontario M3C 3R8
(416) 448-5800
Attention: Investor Relations
16
<PAGE>
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of those documents.
17
<PAGE>
PLAN OF DISTRIBUTION
We may sell the securities separately or together:
- to one or more underwriters or dealers for public offering and sale by
them;
- directly to investors; or
- through agents.
We may price any of the securities at:
- a fixed price or prices, which may be changed from time to time;
- market prices prevailing at the times of sale;
- prices related to prevailing market prices; or
- negotiated prices.
We will describe the method of distribution of the securities in the
prospectus supplement.
BY AGENTS
The securities may be sold through agents designated by us. Any agent
involved will be named, and any commissions payable by us to such agent will be
set forth, in the applicable prospectus supplement.
BY UNDERWRITERS OR DEALERS
If underwriters are used in the sale, the securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
underwriter or underwriters with respect to a particular underwritten offering
of securities, or, if an underwriting syndicate is used, the managing
underwriter or underwriters, will be set forth on the cover of the applicable
prospectus supplement. Unless otherwise set forth in the prospectus supplement
relating thereto, the obligations of the underwriters to purchase the securities
will be subject to certain conditions and the underwriters will be obligated to
purchase all of the securities if any are purchased. Any public offering price
and any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
If dealers are used, and if so specified in the applicable prospectus
supplement, we will sell such securities to the dealers as principals. The
dealers may then resell such securities to the public at varying prices to be
determined by such dealers at the time of resale. The names of the dealers and
the terms of any such transaction will be set forth in the applicable prospectus
supplement.
DIRECT SALES
Securities may also be sold directly by us. In this case, no underwriters,
dealers or agents would be involved.
18
<PAGE>
SELLING SHAREHOLDERS
Any selling shareholder may offer subordinate voting shares using any
of the methods described above, through agents, underwriters, dealers or in
direct sales. The applicable prospectus supplement will describe the selling
shareholder's method of distribution, will name any agent, underwriter or dealer
of the selling shareholder and will describe the compensation to be paid to any
of these parties.
GENERAL INFORMATION
We may enter into agreements with underwriters, dealers and agents that
entitle them to indemnification against certain civil liabilities, including
liabilities under the Securities Act, or to contribution with respect to
payments which the underwriters, dealers or agents may be required to make.
Underwriters, dealers and agents may be customers of, may engage in transactions
with, or perform services for, us or our subsidiaries in the ordinary course of
business.
Underwriters, dealers and agents that participate in the distribution of
the securities may be underwriters as defined in the Securities Act, and any
discounts or commissions received by them from us and any profit on the resale
of the securities by them may be treated as underwriting discounts and
commissions under the Securities Act. Any underwriters, dealers or agents used
in the offer or sale of securities will be identified and their compensation
described in an applicable prospectus supplement.
19
<PAGE>
DESCRIPTION OF CAPITAL STOCK
GENERAL
Our authorized capital consists of an unlimited number of preference shares
issuable in series, an unlimited number of subordinate voting shares and an
unlimited number of multiple voting shares. At September 15, 2000, no preference
shares, 164,101,435 subordinate voting shares and 39,065,950 multiple voting
shares were issued and outstanding.
MULTIPLE VOTING SHARES AND SUBORDINATE VOTING SHARES
VOTING RIGHTS
The holders of subordinate voting shares and multiple voting shares are
entitled to notice of and to attend all meetings of shareholders and to vote at
all such meetings together as a single class, except in respect of matters where
only the holders of shares of one class or series of shares are entitled to vote
separately pursuant to applicable law. The subordinate voting shares carry one
vote per share and the multiple voting shares carry 25 votes per share.
Generally, all matters to be voted on by shareholders must be approved by a
simple majority (or, in the case of election of directors, by a plurality, and
in the case of an amalgamation or amendments to the articles of the Company, by
two-thirds) of the votes cast in respect of multiple voting shares and
subordinate voting shares held by persons present in person or by proxy, voting
together as a single class. The holders of multiple voting shares are entitled
to one vote per share held at meetings of holders of multiple voting shares at
which they are entitled to vote separately as a class.
DIVIDENDS
The subordinate voting shares and the multiple voting shares are entitled
to share ratably, as a single class, in any dividends declared by the board of
directors of the Company, subject to any preferential rights of any outstanding
preference shares in respect of the payment of dividends. Dividends consisting
of subordinate voting shares and multiple voting shares may be paid only as
follows: (i) subordinate voting shares may be paid only to holders of
subordinate voting shares, and multiple voting shares may be paid only to
holders of multiple voting shares; and (ii) proportionally with respect to each
outstanding subordinate voting share and multiple voting share.
CONVERSION
Each multiple voting share is convertible at any time at the option of the
holder thereof into one subordinate voting share.
Multiple voting shares will be converted automatically into subordinate
voting shares upon any transfer thereof, except (i) a transfer to Onex or any
affiliate of Onex or (ii) a transfer of 100% of the outstanding multiple voting
shares to a purchaser who also has offered to purchase all of the outstanding
subordinate voting shares for a per share consideration identical to, and
otherwise on the same terms as, that offered for the multiple voting shares and
the multiple voting shares held by such purchaser thereafter shall be subject to
the provisions relating to conversion as if all references to Onex were
references to such purchaser. In addition, if (i) any holder of any multiple
voting shares ceases to be an affiliate of Onex or (ii) Onex and its affiliates
cease to have the right, in all cases, to exercise the votes attached to, or to
direct the voting of, any of the multiple voting shares held by Onex and its
affiliates, such multiple voting shares shall convert automatically into
subordinate voting shares on a one-for-one basis. For these purposes, (i) "Onex"
includes any successor
20
<PAGE>
corporation resulting from an amalgamation, merger, arrangement, sale of all or
substantially all of its assets, or other business combination or reorganization
involving Onex, provided that such successor corporation beneficially owns
directly or indirectly all multiple voting shares beneficially owned directly or
indirectly by Onex immediately prior to such transaction and is controlled by
the same person or persons as controlled Onex prior to the consummation of such
transaction; (ii) a corporation shall be deemed to be a subsidiary of another
corporation if, but only if (a) it is controlled by that other, or that other
and one or more corporations each of which is controlled by that other, or two
or more corporations each of which is controlled by that other, or (b) it is a
subsidiary of a corporation that is that other's subsidiary; (iii) "affiliate"
means a subsidiary of Onex or a corporation controlled by the same person or
company that controls Onex; and (iv) "control" means beneficial ownership of, or
control or direction over, securities carrying more than 50% of the votes that
may be cast to elect directors if those votes, if cast, could elect more than
50% of the directors. For these purposes, a person is deemed to beneficially own
any security which is beneficially owned by a corporation controlled by such
person.
In addition, if at any time the number of outstanding multiple voting
shares shall represent less than 5% of the aggregate number of the outstanding
multiple voting shares and subordinate voting shares, all of the outstanding
multiple voting shares shall be automatically converted at such time into
subordinate voting shares on a one-for-one basis.
Onex, which owns all of the outstanding multiple voting shares, has entered
into an agreement with Montreal Trust Company of Canada, as trustee for the
benefit of the holders of the subordinate voting shares, that has the effect of
preventing transactions that otherwise would deprive the holders of subordinate
voting shares of rights under applicable provincial take-over bid legislation to
which they would have been entitled in the event of a take-over bid for the
multiple voting shares if the multiple voting shares had been subordinate voting
shares.
MODIFICATION, SUBDIVISION AND CONSOLIDATION
Any modification to the provisions attaching to either the subordinate
voting shares or the multiple voting shares requires the separate affirmative
vote of two-thirds of the votes cast by the holders of subordinate voting shares
and multiple voting shares, respectively, voting as separate classes. The
Company may not subdivide or consolidate the subordinate voting shares or the
multiple voting shares without at the same time proportionally subdividing or
consolidating the shares of the other class.
CREATION OF OTHER VOTING SHARES
The Company may not create any class or series of shares, or issue any
shares of any class or series (other than subordinate voting shares) having the
right to vote generally on all matters that may be submitted to a vote of
shareholders (except matters for which applicable law requires the approval of
holders of another class or series of shares voting separately as a class or
series) without the separate affirmative vote of two-thirds of the votes cast by
the holders of the subordinate voting shares and the multiple voting shares,
respectively, voting as separate classes.
RIGHTS ON DISSOLUTION
With respect to a distribution of assets in the event of a liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, or
any other distribution of the assets of the Company for the purposes of winding
up its affairs, holders of subordinate voting shares and multiple voting shares
will share ratably as a single class in assets available for distribution to
holders of subordinate voting shares and multiple voting shares after payment in
full of the amounts required to be paid to holders of preference shares, if any.
21
<PAGE>
OTHER RIGHTS
Neither the subordinate voting shares nor the multiple voting shares will
be redeemable nor will the holders of such shares have pre-emptive rights to
purchase additional shares.
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the material Canadian federal income tax
considerations generally applicable to a person (a "U.S. Holder"), who acquires
subordinate voting shares and who, for purposes of the Income Tax Act (Canada)
(the "Canadian Tax Act") and the Canada-United States Income Tax Convention
(1980) (the "Tax Treaty"), at all relevant times, is resident in the United
States and is neither resident nor deemed to be resident in Canada, deals at
arm's length and is not affiliated with the Company, holds such subordinate
voting shares as capital property, and does not use or hold, and is not deemed
to use or hold, the subordinate voting shares in carrying on business in Canada.
Special rules, which are not discussed in this summary, may apply to a U.S.
Holder that is an insurer that carries on an insurance business in Canada and
elsewhere.
This summary is based on the current provisions of the Tax Treaty, the
Canadian Tax Act and the regulations thereunder, all specific proposals to amend
the Canadian Tax Act or the regulations publicly announced by the Minister of
Finance (Canada) prior to the date hereof, and the Company's understanding of
the current published administrative practices of the Canada Customs and Revenue
Agency.
This summary is not exhaustive of all possible Canadian federal income tax
considerations and, except as mentioned above, does not take into account or
anticipate any changes in law, whether by legislative, administrative or
judicial decision or action, nor does it take into account the tax legislation
or considerations of any province or territory of Canada or any jurisdiction
other than Canada.
THIS SUMMARY IS OF A GENERAL NATURE ONLY AND IS NOT INTENDED TO BE, NOR
SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR HOLDER, AND
NO REPRESENTATION WITH RESPECT TO THE CANADIAN FEDERAL INCOME TAX CONSEQUENCES
TO ANY PARTICULAR HOLDER IS MADE. CONSEQUENTLY, U.S. HOLDERS OF SUBORDINATE
VOTING SHARES SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE INCOME
TAX CONSEQUENCES TO THEM HAVING REGARD TO THEIR PARTICULAR CIRCUMSTANCES.
All amounts relevant in computing a U.S. Holder's liability under the
Canadian Tax Act are to be computed in Canadian dollars.
TAXATION OF DIVIDENDS
By virtue of the Canadian Tax Act and the Tax Treaty, dividends (including
stock dividends) on subordinate voting shares paid or credited or deemed to be
paid or credited to a U.S. Holder who is the beneficial owner of such dividend
will be subject to Canadian non-resident withholding tax at the rate of 15% of
the gross amount of such dividends. Under the Tax Treaty, the rate of
withholding tax on dividends is reduced to 5% if that U.S. Holder is a company
that beneficially owns at least 10% of the voting stock of the Company.
Moreover, under the Tax Treaty, dividends paid to certain religious, scientific,
literary, educational or charitable organizations that are resident in, and
exempt from tax on the dividends in, the U.S. and to certain pension
organizations that are resident in, and generally exempt from tax in, the U.S.,
are exempt from Canadian non-resident withholding tax. Provided that certain
administrative procedures are observed by such
22
<PAGE>
an organization, the Company would not be required to withhold such tax from
dividends paid or credited to such organization.
DISPOSITION OF SUBORDINATE VOTING SHARES
A U.S. Holder will not be subject to tax under the Canadian Tax Act in
respect of any capital gain realized on the disposition or deemed disposition of
subordinate voting shares unless the subordinate voting shares constitute or are
deemed to constitute "taxable Canadian property" (as defined in the Canadian Tax
Act) (other than treaty-protected property, as defined in the Canadian Tax Act)
at the time of such disposition. Shares of a corporation resident in Canada that
are listed on a prescribed stock exchange for purposes of the Canadian Tax Act
will be "taxable Canadian property" under the Canadian Tax Act if, at any time
during the five-year period immediately preceding the disposition or deemed
disposition of the share, the non-resident, persons with whom the non-resident
did not deal at arm's length, or the non-resident together with such persons,
owned 25% or more of the issued shares of any class or series of shares of the
corporation that issued the shares. For this purpose, a person is considered to
own any shares in respect of which the person has or had an option or other
interest. Provided they are listed on a prescribed stock exchange for purposes
of the Canadian Tax Act, subordinate voting shares acquired by a U.S. Holder
generally will not be taxable Canadian property to a U.S. Holder unless the
foregoing 25% ownership threshold applies to the U.S. Holder with respect to the
Company. Even if the subordinate voting shares are taxable Canadian property to
a U.S. Holder, they generally will be treaty-protected property if the value of
such shares at the time of disposition is not derived principally from real
property situated in Canada. Consequently, any gain realized by the U.S. Holder
upon the disposition of the subordinate voting shares generally will be exempt
from tax under the Canadian Tax Act.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion describes the material United States federal
income tax consequences to United States Holders (as defined below) of
subordinate voting shares. A United States Holder is a citizen or resident of
the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States or of any political
subdivision thereof, an estate, the income of which is includible in gross
income for U.S. federal income tax purposes regardless of its source, or a
trust, if either (i) a court within the U.S. is able to exercise primary
supervision over the administration of the trust and one or more U.S. persons
have the authority to control all substantial decisions of the trust or (ii) the
trust has made an election under applicable U.S. Treasury regulations to be
treated as a U.S. Person. This summary is for general information purposes only.
It does not purport to be a comprehensive description of all of the tax
considerations that may be relevant to your decision to purchase subordinate
voting shares. This summary considers only United States Holders who will own
subordinate voting shares as capital assets within the meaning of Section 1221
of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code").
In this context, the term "capital assets" means, in general, assets held for
investment by a taxpayer. Material aspects of U.S. federal income tax relevant
to non-United States Holders are also discussed below.
This discussion is based on current provisions of the Internal Revenue
Code, current and proposed Treasury regulations promulgated thereunder and
administrative and judicial decisions as of the date hereof, all of which are
subject to change, possibly on a retroactive basis. This discussion does not
address all aspects of U.S. federal income taxation that may be relevant to any
particular United States Holder based on the United States Holder's individual
circumstances. In particular, this discussion does not address the potential
application of the alternative minimum tax or U.S. federal income tax
consequences to United States Holders who are subject to special treatment,
including taxpayers who are broker-dealers or insurance companies, taxpayers who
have elected mark-to-market accounting, individual retirement and other
tax-deferred accounts, tax-exempt organizations, financial institutions or
"financial services entities," taxpayers who hold subordinate
23
<PAGE>
voting shares as part of a straddle, "hedge" or "conversion transaction" with
other investments, taxpayers owning directly, indirectly or by attribution at
least 10% of the voting power of our share capital, and taxpayers whose
functional currency (as defined in Section 985 of the Internal Revenue Code) is
not the U.S. dollar.
This discussion does not address any aspect of U.S. federal gift or estate
tax or state, local or non-U.S. tax laws. Additionally, the discussion does not
consider the tax treatment of persons who hold subordinate voting shares through
a partnership or other pass-through entity. You are advised to consult your own
tax advisor with respect to the specific tax consequences to you of purchasing,
holding or disposing of the subordinate voting shares.
TAXATION OF DIVIDENDS PAID ON SUBORDINATE VOTING SHARES
In the event that we pay a dividend, and subject to the discussion of the
passive foreign investment company (PFIC) rules below, a United States Holder
will be required to include in gross income as ordinary income the amount of any
distribution paid on subordinate voting shares, including any Canadian taxes
withheld from the amount paid, on the date the distribution is received, to the
extent that the distribution is paid out of our current or accumulated earnings
and profits as determined for U.S. federal income tax purposes. In addition,
distributions of our current or accumulated earnings and profits will be foreign
source passive income for U.S. foreign tax credit purposes and will not qualify
for the dividends-received deduction available to corporations. Distributions in
excess of such earnings and profits will be applied against and will reduce the
United States Holder's tax basis in the subordinate voting shares and, to the
extent in excess of such basis, will be treated as capital gain.
Distributions of current or accumulated earnings and profits paid in
Canadian dollars to a United States Holder will be includible in the income of
the United States Holder in a dollar amount calculated by reference to the
exchange rate on the date the distribution is received. A United States Holder
who receives a distribution of Canadian dollars and converts the Canadian
dollars into U.S. dollars subsequent to receipt will have foreign exchange gain
or loss based on any appreciation or depreciation in the value of the Canadian
dollar against the U.S. dollar. Such gain or loss will generally be ordinary
income and loss and will generally be U.S. source gain or loss for U.S. foreign
tax credit purposes. United States Holders should consult their own tax advisors
regarding the treatment of a foreign currency gain or loss.
United States Holders will generally have the option of claiming the amount
of any Canadian income taxes withheld either as a deduction from gross income or
as a dollar-for-dollar credit against their U.S. federal income tax liability,
subject to specified conditions and limitations. Individuals who do not claim
itemized deductions, but instead utilize the standard deduction, may not claim a
deduction for the amount of the Canadian income taxes withheld, but these
individuals generally may still claim a credit against their U.S. federal income
tax liability. The amount of foreign income taxes that may be claimed as a
credit in any year is subject to complex limitations and restrictions, which
must be determined on an individual basis by each shareholder. The total amount
of allowable foreign tax credits in any year cannot exceed the pre-credit U.S.
tax liability for the year attributable to some foreign source taxable income. A
United States Holder will be denied a foreign tax credit with respect to
Canadian income tax withheld from dividends received on subordinate voting
shares to the extent that he has not held the subordinate voting shares for at
least 16 days of the 30-day period beginning on the date which is 15 days before
the ex-dividend date or to the extent that he or she is under an obligation to
make related payments with respect to substantially similar or related property.
Instead, a deduction may be allowed. Any days during which a United States
Holder has substantially diminished his or her risk of loss on his or her
subordinate voting shares are not counted toward meeting the 16-day holding
period.
24
<PAGE>
TAXATION OF DISPOSITION OF SUBORDINATE VOTING SHARES
Subject to the discussion of the PFIC rules below, upon the sale, exchange
or other disposition of subordinate voting shares, a United States Holder will
recognize capital gain or loss in an amount equal to the difference between his
or her adjusted tax basis in his or her shares and the amount realized on the
disposition. A United States Holder that uses the cash method of accounting
calculates the dollar value of the proceeds received on the sale date as of the
date that the sale settles, while a United States Holder who uses the accrual
method of accounting is required to calculate the value of the proceeds of the
sale as of the "trade date," unless he or she has elected to use the settlement
date to determine his or her proceeds of sale. Capital gain from the sale,
exchange or other disposition of shares held more than one year is long-term
capital gain and is eligible for a maximum 20% rate of taxation for individuals.
Special rules (and generally lower maximum rates) apply to individuals in lower
tax brackets. Gain or loss recognized by a United States Holder on a sale,
exchange or other disposition of subordinate voting shares generally will be
treated as U.S. source income or loss for U.S. foreign tax credit purposes. The
deductibility of a capital loss recognized on the sale, exchange or other
disposition of subordinate voting shares is subject to limitations. A United
States Holder who receives foreign currency upon disposition of subordinate
voting shares and converts the foreign currency into U.S. dollars subsequent to
receipt will have foreign exchange gain or loss based on any appreciation or
depreciation in the value of the foreign currency against the U.S. dollar.
United States Holders should consult their own tax advisors regarding the
treatment of a foreign currency gain or loss.
TAX CONSEQUENCES IF WE ARE A PASSIVE FOREIGN INVESTMENT COMPANY
A non-U.S. corporation will be a PFIC if, in general, either (i) 75% or
more of its gross income in a taxable year, including the pro rata share of the
gross income of any U.S. or foreign company in which it is considered to own 25%
or more of the shares by value, is passive income or (ii) 50% or more of its
assets in a taxable year, averaged over the year and ordinarily determined based
on fair market value and including the pro rata share of the assets of any
company in which it is considered to own 25% or more of the shares by value, are
held for the production of, or produce, passive income. Passive income includes
amounts derived by reason of the temporary investment of funds raised in a
public offering. If we were a PFIC and, a United States Holder did not make an
election to treat the company as a "qualified electing fund" and did not make a
mark-to-market election, each as described below, then:
- Excess distributions by us to a United States Holder would be taxed in
a special way. "Excess distributions" are amounts received by a United
States Holder with respect to subordinate voting shares in any taxable
year that exceed 125% of the average distributions received by the
United States Holder from the company in the shorter of either the
three previous years or his or her holding period for his or her
shares before the present taxable year. Excess distributions must be
allocated ratably to each day that a United States Holder has held
subordinate voting shares. A United States Holder must include amounts
allocated to the current taxable year and to any non-PFIC years in his
or her gross income as ordinary income for that year. A United States
Holder must pay tax on amounts allocated to each prior taxable PFIC
year at the highest rate in effect for that year on ordinary income
and the tax is subject to an interest charge at the rate applicable to
deficiencies for income tax.
- The entire amount of gain that is realized by a United States Holder
upon the sale or other disposition of shares will also be considered
an excess distribution and will be subject to tax as described above.
- A United States Holder's tax basis in shares that were acquired from a
decedent will not receive a step-up to fair market value as of the
date of the decedent's death but instead will be equal to the
decedent's tax basis, if lower.
25
<PAGE>
The special PFIC rules will not apply to a United States Holder if the
United States Holder makes an election to treat the company as a "qualified
electing fund" in the first taxable year in which he or she owns subordinate
voting shares and if we comply with reporting requirements. Instead, a
shareholder of a qualified electing fund is required for each taxable year to
include in income a pro rata share of the ordinary earnings of the qualified
electing fund as ordinary income and a pro rata share of the net capital gain of
the qualified electing fund as long-term capital gain, subject to a separate
election to defer payment of taxes, which deferral is subject to an interest
charge. We have agreed to supply United States Holders with the information
needed to report income and gain pursuant to this election in the event that we
are classified as a PFIC. The election is made on a shareholder-by-shareholder
basis and may be revoked only with the consent of the Internal Revenue Service.
A shareholder makes the election by attaching a completed IRS Form 8621,
including the PFIC annual information statement, to a timely filed U.S. federal
income tax return. Even if an election is not made, a shareholder in a PFIC who
is a United States Holder must file a completed IRS Form 8621 every year.
A United States Holder who owns PFIC shares that are publicly traded could
elect to mark the shares to market annually, recognizing as ordinary income or
loss each year an amount equal to the difference as of the close of the taxable
year between the fair market value of the PFIC shares and the United States
Holder's adjusted tax basis in the PFIC shares. If the mark-to-market election
were made, then the rules set forth above would not apply for periods covered by
the election. The subordinate voting shares would be treated as publicly traded
for purposes of the mark-to-market election and, therefore, such election would
be made if the Company were classified as a PFIC. A mark-to-market election is,
however, subject to complex and specific rules and requirements, and United
States Holders are strongly urged to consult their tax advisors concerning this
election if we are classified as a PFIC.
We believe that we will not be a PFIC for 2000. Based on our current
business plan, we do not expect to become a PFIC in the foreseeable future.
These conclusions rest at least in part on factual issues, including a
determination as to value of assets and projections as to our revenue. We cannot
assure you that our actual revenues, including our revenues for the remainder of
2000, will be as projected or that a determination as to non-PFIC status would
not be challenged by the Internal Revenue Service. Moreover, the tests for
determining PFIC status are applied annually, and it is difficult to make
accurate predictions of future income and assets, which are relevant to the
determination as to whether we will be a PFIC in the future. A United States
Holder who holds subordinate voting shares during a period in which we are a
PFIC will be subject to the PFIC rules, even if we cease to be a PFIC, unless he
or she has made a qualifying electing fund election. If we were determined to be
a PFIC with respect to a year in which we had not thought that we would be so
treated, the information needed to enable United States Holders to make a
qualifying electing fund election would not have been provided. United States
Holders are strongly urged to consult their tax advisors about the PFIC rules,
including the consequences to them of making a mark-to-market or qualifying
electing fund elections with respect to subordinate voting shares in the event
that we are treated as a PFIC.
TAX CONSEQUENCES FOR NON-UNITED STATES HOLDERS OF SUBORDINATE VOTING SHARES
Except as described in "Information Reporting and Back-up Withholding"
below, a non-United States Holder of subordinate voting shares will not be
subject to U.S. federal income or withholding tax on the payment of dividends
on, and the proceeds from the disposition of, subordinate voting shares unless:
- the item is effectively connected with the conduct by the non-United
States Holder of a trade or business in the United States and, in the
case of a resident of a country that has a treaty with the United
States, such item is attributable to a permanent establishment, or, in
the case of an individual a fixed place of business, in the United
States;
26
<PAGE>
- the non-United States Holder is an individual who holds the
subordinate voting shares as a capital asset and is present in the
United States for 183 days or more in the taxable year of the
disposition and does not qualify for an exemption; or
- the non-United States Holder is subject to tax pursuant to the
provisions of U.S. tax law applicable to U.S. expatriates.
INFORMATION REPORTING AND BACK-UP WITHHOLDING
United States Holders generally are subject to information reporting
requirements with respect to dividends paid in the United States. Under existing
regulations, these dividends are not subject to back-up withholding. United
States Holders are subject to information reporting and back-up withholding at a
rate of 31% on proceeds paid from the disposition of shares, unless the United
States Holder (i) is a corporation or comes within certain other exempt
categories and demonstrates this fact when so required, or (ii) provides a
correct taxpayer identification number, certifies that it is not subject to
backup withholdings, and otherwise complies with applicable requirements of the
backup withholding rules.
Non-United States Holders generally are not subject to information
reporting or back-up withholding with respect to dividends paid on or upon the
disposition of shares, provided in some instances that the non-United States
Holder provides a taxpayer identification number, certifies to his foreign
status or otherwise establishes an exemption.
Treasury regulations effective January 1, 2001 may alter the rules
regarding information reporting and back-up withholding. In particular, those
regulations may impose back-up withholding on dividends paid in the United
States on shares unless the United States Holder provides IRS Form W-9 or
otherwise establishes an exemption. You should consult your tax advisor
concerning the effect, if any, of these Treasury regulations on an investment in
subordinate voting shares.
The amount of any back-up withholding will be allowed as a credit against
U.S. federal income tax liability and may entitle the Holder to a refund,
provided that required information is furnished to the Internal Revenue Service.
PREFERENCE SHARES
Our articles permit the issuance of preference shares in series, without
further approval of shareholders. The number of preference shares of each series
and the designation, rights, privileges, restrictions and conditions attaching
to the shares of each series including, without limitation, any voting rights
(other than general voting rights), any rights to receive dividends or any terms
of redemption shall be determined by the board of directors. The holders of the
preference shares are entitled to dividends in priority to the holders of
multiple voting shares, the subordinate voting shares or other shares ranking
junior to the preference shares. With respect to a distribution of assets in the
event of a liquidation, dissolution or winding-up of the company, whether
voluntary or involuntary, or any other distribution of the assets of the company
for the purposes of winding up its affairs, the preference shares rank in
priority to the multiple voting shares, the subordinate voting shares and any
other shares ranking junior to the preference shares.
27
<PAGE>
DESCRIPTION OF DEBT SECURITIES
GENERAL
We may issue debt securities in one or more series under an indenture that
we will enter into with The Chase Manhattan Bank, as trustee, that will be
described in the prospectus supplement for the debt securities. The following
summary of the indenture and the debt securities is not complete. For a more
complete description, you should refer to the indenture and the terms of the
debt securities, which we have filed or which we will file with the Commission.
Please read "Where You Can Find More Information." The terms of debt securities
we offer may differ from the general information we have provided below. You
should rely only on information in the prospectus supplement if it is different
from the following information.
References to the "issuer", "us" or "we" in this description of debt
securities mean Celestica but not any of our subsidiaries.
The indenture does not limit the amount of debt securities we can issue
under the indenture and does not limit the amount of other indebtedness we may
incur. We may issue debt securities from time to time in separate series.
The prospectus supplement for any series of debt securities we offer will
describe the specific terms of the debt securities and may include any of the
following:
- the title of the debt securities
- any limit on the aggregate principal amount of the debt securities
- whether payment on the debt securities will be senior or subordinated
to our other liabilities or obligations
- whether the payment of the debt securities will be secured by any of
our assets or guaranteed by any other person
- the dates on which we may issue the debt securities and the date or
dates on which we will pay the principal and any premium on the debt
securities
- whether the debt securities will bear interest, the interest rate or
the method of determining the interest rate, the date from which
interest will accrue, the dates on which we will pay interest and the
record dates for interest payments
- the place or places we will pay interest
- whether and under what circumstances we will be required to pay any
additional amounts with respect to the debt securities, and whether we
will have the option to redeem the debt securities rather than pay the
additional amounts
- whether we will be obligated to redeem or repurchase the debt
securities pursuant to any sinking fund or other provisions, or at the
option of a holder
- whether we may redeem the debt securities at our option
28
<PAGE>
- the denominations in which we will issue the debt securities
- whether we will offer the debt securities at a discount and the
portion of the principal amount that will be payable if the maturity
is accelerated, if it is less than 100%
- whether we will make payments on the debt securities in a foreign
currency or currency unit other than United States dollars and whether
payments will be payable with reference to any index or formula
- whether we will issue the debt securities as global securities and, if
so, the identity of the depositary for the global securities
- whether we will issue the debt securities as bearer securities or only
in registered form
- any changes or additions to events of default or covenants
- any changes or additions to the provisions for defeasance we describe
under "Defeasance and Covenant Defeasance" below
- whether the holders of any series of debt securities have special
rights if specified events occur
- any restrictions on the transfer or exchange of the debt securities
- the terms for any conversion or exchange of the debt securities for
any other securities
- any other terms of the debt securities
Unless we state otherwise in the applicable prospectus supplement, no
holder will have the right to require us to repurchase the debt securities and
there will be no increase in the interest rate if we become involved in a highly
leveraged transaction or there is a change of control of Celestica.
We may issue debt securities under the indenture bearing no interest or
interest at a rate below the prevailing market rate at the time of issuance, and
offer and sell these securities at a discount below their stated principal
amount. We may also sell any of the debt securities for a foreign currency or
currency unit, and payments on the debt securities may be payable in a foreign
currency or currency unit. In any of these cases, we will describe in the
applicable prospectus supplement, any Canadian and United States federal income
tax consequences and other special considerations.
We may issue debt securities with terms different from those of debt
securities previously issued and, without the consent of the holders thereof, we
may reopen a previous issue of a series of debt securities and issue additional
debt securities of such series (unless the reopening was restricted when such
series was created).
Unless we state otherwise in the applicable prospectus supplement, we will
issue debt securities only in fully registered form without coupons, in
denominations of $1,000 and multiples of $1,000, and will pay only in United
States dollars. In addition, all or a portion of the debt securities of any
series may be issued in permanent registered global form which will be
exchangeable for definitive debt securities only under certain conditions. The
applicable prospectus supplement may indicate the denominations to be issued,
the procedures for payment of interest and principal and other matters. No
service charge will be made for any
29
<PAGE>
registration of transfer or exchange of the debt securities, but we may, in
certain instances, require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with these transactions.
PAYMENT AND TRANSFER
Unless we state otherwise in the prospectus supplement, we will make
payments on the debt securities at the office of the paying agent we designate
from time to time. Unless we state otherwise in the applicable prospectus
supplement, we will make payment to the persons in whose names the debt
securities are registered on the close of business on the day or days specified
by us. We will make debt securities payments in other forms at a place
designated by us and specified in the applicable prospectus supplement.
Holders may transfer or exchange fully registered debt securities at the
corporate trust office of the Trustee or at any other office or agency we
maintain for these purposes, without the payment of any service charge except
for any tax or governmental charge.
GLOBAL SECURITIES
We may issue debt securities of a series in the form of one or more global
securities which will be deposited with a depositary, or its nominee, identified
in the applicable prospectus supplement. The global securities may be in
temporary or permanent form. We will describe in the applicable prospectus
supplement the terms of any depositary arrangement and the rights and
limitations of owners of beneficial interests in any global security. We will
also describe in the applicable prospectus supplement the exchange, registration
and transfer rights relating to any global security.
MERGER, AMALGAMATION OR CONSOLIDATION
The indenture generally permits us to amalgamate or consolidate with or
merge into any other person, and to transfer or dispose of substantially all of
our assets, so long as the resulting person is a U.S. or Canadian corporation
and assumes our obligations on the debt securities and under the indenture.
If the resulting person assumes our obligations, we will be relieved of
those obligations except where we have transferred or disposed of our assets by
lease.
PROVISION OF FINANCIAL INFORMATION
We will file with the trustee and mail to all holders, as their names and
addresses appear in the security register, copies of our annual report or the
information, documents and other reports that we are required to file with the
Commission pursuant to the Exchange Act. We will agree to continue to file with
the Commission and provide the trustee and holders (a) within 140 days after the
end of each fiscal year, an annual report; and (b) within 60 days after the end
of each of the first three fiscal quarters of each fiscal year, quarterly
reports even if we are no longer required to do so under the Exchange Act. The
information contained in these reports will be, at a minimum, the information
required to be provided in annual and quarterly reports by law in Canada to
security holders of a corporation with securities listed on The Toronto Stock
Exchange.
EVENTS OF DEFAULT
When we use the term "event of default" in the indenture, we mean:
- we fail to pay principal or any premium on any debt security of that
series when it is due
30
<PAGE>
- we fail to pay interest or any additional amounts on any debt security
of that series for 30 days
- we fail to make any sinking fund payment for that series of debt
securities for 30 days
- we fail to comply with any of our other agreements relating to the
debt securities or the indenture for 90 days after written notice by
the trustee or by holders of at least 25% in aggregate principal
amount of the outstanding debt securities
- certain events involving our bankruptcy, insolvency or reorganization,
and
- any other event of default provided for that series of debt securities
The prospectus supplement for a series of debt securities may include
additional events of default or changes to the events of default described
above. The trustee may withhold notice to the holders of debt securities of any
default (except in the payment of principal or interest) if it considers it in
the interests of the holders to do so.
A default under one series of debt securities will not necessarily be a
default under another series.
If an event of default for any series of debt securities occurs and
continues, the trustee or the holders of at least 25% in aggregate principal
amount of the debt securities of the series, in some cases, all affected series,
or in other cases, all series, may require us to repay immediately:
- the entire principal of the debt securities of the series; or
- if the debt securities are discounted securities, that portion of the
principal as is described in the applicable prospectus supplement.
If an event of default relates to events involving our bankruptcy,
insolvency or reorganization, the principal of all debt securities will become
immediately due and payable without any action by the trustee or any holder.
Subject to certain conditions, the holders of a majority of the aggregate
principal amount of the debt securities of the affected series can rescind this
accelerated payment requirement.
Other than its duties in case of a default, the trustee is not obligated to
exercise any of its rights or powers under the indenture at the request, order
or direction of any holders, unless the holders offer the trustee reasonable
indemnity. If they provide this reasonable indemnity, the holders of a majority
in principal amount of any series of debt securities may, subject to certain
limitations, direct the time, method and place of conducting any proceeding or
any remedy available to the trustee, or exercising any power conferred upon the
trustee, for any series of debt securities.
We will be required to furnish to the trustee a statement annually as to
our compliance with all conditions and covenants under the indenture and, if we
are not in compliance, we must specify any defaults.
DEFEASANCE
When we use the term "defeasance", we mean discharge from some or all of
our obligations under the indenture. If we deposit with the trustee sufficient
cash or government securities to pay the principal, interest, any premium and
any other sums due to the stated maturity date or a redemption date of the debt
securities of a series, then at our option:
31
<PAGE>
- we will be discharged from our obligation with respect to the debt
securities of that series, or
- we will no longer be under any obligation to comply with certain
restrictive covenants under the indenture, and certain events of
default will no longer apply to us.
If this happens, the holders of the debt securities of the affected series will
not be entitled to the benefits of the indenture except for registration of
transfer and exchange of debt securities and the replacement of lost, stolen or
mutilated debt securities. These holders may look only to the deposited fund for
payment on their debt securities.
Unless we state otherwise in the prospectus supplement, we will be required
to deliver to the trustee an opinion of counsel to the effect that the deposit
and related defeasance would not cause the holders of the debt securities to
recognize income, gain or loss for U.S. or Canadian federal or Canadian
provincial income tax purposes. If we will be discharged from our obligations
with respect to the debt securities, and not just from our covenants, the U.S.
opinion must be based upon a ruling from or published by the United States
Internal Revenue Service or a change in law to that effect.
MODIFICATION AND WAIVER
We may modify the indenture with the consent of the holders of a majority
in aggregate principal amount of the outstanding debt securities of all series
(acting together as one class) affected by the modification.
However, without the consent of each holder affected, no modification may:
- reduce the principal or interest rate or any obligation to pay any
additional amounts
- reduce the principal of an original issue discount security
- change the place or currency of any payment
- affect the holder's right to require us to repurchase the debt
securities at the holder's option
- impair the right of the holders to institute a suit to enforce their
rights to payment
- adversely affect any conversion or exchange right related to a series
of debt securities
- change the percentage of debt securities required to modify the
indenture or to waive compliance with certain provisions of the
indenture
- reduce the percentage in principal amount of outstanding debt
securities necessary to take certain actions
The holders of a majority in principal amount of outstanding debt
securities of any series (or, in some cases, of all outstanding debt securities
under the indenture or all series affected) may waive past defaults under the
indenture and our compliance with certain restrictive provisions of the
indenture. However, these holders may not waive a default in any payment on any
debt security or compliance with a provision that cannot be modified without the
consent of each holder affected.
We may modify the indenture without the consent of the holders to:
- evidence our successor under the indenture
32
<PAGE>
- add to covenants for the benefit of holders
- add events of default
- provide for bearer securities to become registered securities under
the indenture
- establish the forms of the debt securities
- appoint a successor trustee under the indenture
- add provisions to make the defeasance or discharge of the debt
securities as long as there is no adverse affect on the holders
- cure any ambiguity, to cure, correct or supplement any defective or
inconsistent provision
- in any other manner that would not materially and adversely affect the
interests of holders of outstanding securities
CONSENT TO JURISDICTION AND SERVICE
Under the indenture, we have irrevocably appointed CT Corporation System,
111 8th Avenue, 13th Floor, New York, New York, as our agent for service of
process in any suit or proceeding relating to the indenture and the debt
securities and for actions brought under United States federal or state
securities laws in any United States federal or state court located in The City
of New York and we submit to such jurisdiction.
GOVERNING LAW
The indenture and the debt securities will be governed by and construed in
accordance with the laws of the State of New York.
THE TRUSTEE
We have appointed The Chase Manhattan Bank as the trustee under the
indenture. The trustee or its affiliates may provide banking and other services
to us in the ordinary course of their business.
The indenture contains certain limitations on the rights of the trustee, as
long as it or any of its affiliates remains our creditor, to obtain payment of
claims in certain cases or to realize on certain property received on any claim
as security or otherwise. The trustee and its affiliates will be permitted to
engage in other transactions with us. If the trustee or any affiliate acquires
any conflicting interest and a default occurs with respect to the debt
securities, the trustee must eliminate the conflict or resign.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase subordinate voting shares, preference
shares, debt securities or other securities. We may issue warrants independently
or together with other securities, and warrants sold with other securities may
be attached to or separate from the other securities. Warrants will be issued
under one or more warrant agreements between us and a warrant agent that we will
name in the prospectus supplement.
We have summarized selected provisions of the warrants and the warrant
agreements below. This summary is not complete. If we offer any warrants, we
will file the form of any warrant certificate and warrant
33
<PAGE>
agreement with the Commission, and you should read the warrant certificate and
warrant agreement for provisions that may be important to you.
The prospectus supplement relating to any warrants we offer will describe
the warrants and include specific terms relating to the offering. The prospectus
supplement will include some or all of the following:
- the title of the warrants
- the aggregate number of warrants offered
- the designation, number and terms of the subordinate voting shares,
preference shares, debt securities or other securities purchasable
upon exercise of the warrants, and procedures that will result in the
adjustment of those numbers
- the exercise price of the warrants
- the dates or periods during which the warrants are exercisable
- the designation and terms of any securities with which the warrants
are issued
- if the warrants are issued as a unit with another security, the date
on and after which the warrants and the other security will be
separately transferable
- if the exercise price is not payable in U.S. dollars, the foreign
currency or currency unit in which the exercise price is denominated
- any minimum or maximum amount of warrants that may be exercised at any
one time
- any terms, procedures and limitations relating to the transferability,
exchange or exercise of the warrants
- any other terms of the warrants
Warrant certificates will be exchangeable for new warrant certificates of
different denominations at the office indicated in the prospectus supplement.
Prior to the exercise of their warrants, holders of warrants will not have any
of the rights of holders of the securities subject to the warrants.
MODIFICATIONS
We may amend the warrant agreements and the warrants, without the consent
of the holders of the warrants, to cure any ambiguity, to cure, correct or
supplement any defective or inconsistent provision, or in any other manner that
will not materially and adversely affect the interests of holders of outstanding
warrants.
ENFORCEABILITY
The warrant agent will act solely as our agent. The warrant agent will not
have any duty or responsibility if we default under the warrant agreements or
the warrant certificates. A warrant holder may, without the consent of the
warrant agent, enforce by appropriate legal action on its own behalf the
holder's right to exercise the holder's warrants.
34
<PAGE>
LEGAL MATTERS
Davies, Ward & Beck LLP, Canadian counsel for the Company, and Kaye,
Scholer, Fierman, Hays & Handler, LLP, U.S. counsel for the Company, will
issue an opinion about the legality of the securities offered under this
prospectus. As of the date of this prospectus, certain attorneys with Davies,
Ward & Beck LLP and Kaye, Scholer, Fierman, Hays & Handler, LLP own, in the
aggregate, less than one percent of the outstanding subordinate voting
shares. If any underwriters named in a prospectus supplement engage their own
counsel to pass upon legal matters relating to the securities, that counsel
will be named in the prospectus supplement.
AUDITORS
The auditors of the Company are KPMG LLP, Suite 500, Yonge Corporate
Centre, 4120 Yonge Street, Toronto, Ontario M2P 2B8. The Celestica Consolidated
Financial Statements as of and for the years ended December 31, 1998 and 1999
have been audited by KPMG LLP, independent chartered accountants, and are
incorporated by reference herein and in the registration statement in reliance
upon the report of KPMG LLP, independent chartered accountants, incorporated by
reference herein, and upon the authority of said firm as expert in auditing and
accounting.
35
<PAGE>
================================================== ==========================
CELESTICA INC.
YOU SHOULD RELY ONLY ON THE INFORMATION
INCORPORATED BY REFERENCE OR CONTAINED IN THIS
PROSPECTUS AND THE RELATED PROSPECTUS SUPPLEMENT.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
OTHER INFORMATION. IF ANYONE PROVIDES YOU WITH $2,156,773,792
DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD
NOT RELY ON IT. WE ARE NOT MAKING AN OFFER TO SELL
THE SUBORDINATE VOTING SHARES, THE PREFERENCE
SHARES, THE DEBT SECURITIES OR THE WARRANTS IN ANY SUBORDINATE VOTING SHARES
JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE PREFERENCE SHARES
INFORMATION INCORPORATED BY REFERENCE OR CONTAINED
IN THIS PROSPECTUS OR ANY RELATED PROSPECTUS DEBT SECURITIES
SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN
THE DATE ON THE FRONT COVER OF THIS PROSPECTUS OR WARRANTS
THE PROSPECTUS SUPPLEMENT. OUR BUSINESS, FINANCIAL
CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY
HAVE CHANGED SINCE THAT DATE.
PROSPECTUS
November __, 2000
================================================== ==========================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below are the estimated costs (other than the SEC registration
fee) expected to be incurred in connection with the offer and sale of the
securities registered hereby.
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee........................ $ 0.27
Trustee's fees and expenses ............................................... *
Printing and engraving .................................................... *
NASD filing fee ........................................................... *
New York Stock Exchange fee ............................................... *
Blue Sky fees and expenses ................................................ *
Accounting fees and expenses .............................................. *
Legal fees and expenses ................................................... *
Transfer Agent fees and expenses .......................................... *
Rating agencies' fees ..................................................... *
Miscellaneous ............................................................. *
===================
Total ............................................................ $ *
</TABLE>
---------------------------------
*To be supplied by amendment or by a report on Form 6-K pursuant to Section 601
of Regulation S-K.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the BUSINESS CORPORATIONS ACT (Ontario), the registrant may indemnify
a present or former director or officer or a person who acts or acted at the
registrant's request as a director or officer of another corporation of which
the registrant is or was a shareholder or creditor, and his heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding to which
he is a party by reason of his position with the registrant, and provided that
the director or officer acted honestly and in good faith with a view to the best
interests of the registrant and, in the case of a criminal or administrative
action or proceeding that is enforced by a monetary penalty, had reasonable
grounds for believing that his conduct was lawful. Such indemnification may be
made in connection with a derivative action only with court approval. A director
or officer is entitled to indemnification from the registrant as a matter of
right if he was substantially successful on the merits and fulfilled the
conditions set forth above.
In accordance with the BUSINESS CORPORATIONS ACT (Ontario), the By-laws of
the registrant, a copy of which is filed as Exhibit 3.2 to this registration
statement, indemnify a director or officer of the registrant, a former director
or officer of the registrant, or a person who acts or acted at the registrant's
request as a director or officer of a corporation of which the registrant is or
was a shareholder or creditor, and his heirs and legal representatives, against
all costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any civil, criminal
or administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of the registrant or such
corporation, if (i) he acted honestly and in good faith with a view to the best
interests of the registrant, and (ii) in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that his conduct was lawful.
II-1
<PAGE>
The directors and officers of the registrant are covered by directors' and
officers' insurance policies.
Reference is made to Item 17 for the undertakings of the registrant with
respect to indemnification for liabilities arising under the Securities Act.
ITEM 16. EXHIBITS
(a) EXHIBITS:
The following exhibits have been filed as part of this registration
statement:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
1.1 * Form of Underwriting Agreement
4.1 Form of Indenture
4.2 * Form of Supplemental Indenture
4.3 Form of Subordinate Voting Share Certificate(1)
4.4 * Form of Preference Shares Certificate
4.5 * Form of Warrant
4.6 Indenture, dated August 1, 2000, between Celestica Inc.
and The Chase Manhattan Bank, as Trustee (including a form
of the Security) (2)
4.7 Indenture, dated as of November 18, 1996, by and among
Celestica International Inc., Celestica, Inc., Celestica
Corporation, and The Chase Manhattan Bank, as Trustee
(including forms of the Outstanding Notes and Exchange
Notes)(3)
4.8 Guarantee Agreement, dated as of November 18, 1996,
between Celestica, Inc. and The Chase Manhattan Bank, as
Trustee(3)
4.9 Guarantee Agreement, dated as of November 18,
1996, between Celestica Corporation and The
Chase Manhattan Bank, as Trustee(3)
4.10 Supplemental Indenture, dated as of July 7, 1998,
among Celestica International Inc., Celestica Inc. and
The Chase Manhattan Bank, as Trustee(3)
4.11 Supplemental Indenture, dated as of May 26, 2000,
between Celestica Inc. and The Chase Manhattan Bank, as
Trustee(4)
4.12 Credit Agreement, dated as of July 7, 1998, between
Celestica Inc., the subsidiaries of Celestica Inc.,
specified therein as Designated Subsidiaries, The Bank of
Nova Scotia, as Administrative Agent, The Bank of Nova
Scotia, as Canadian Facility Agent, The Bank of Nova
Scotia, as U.S. Facility Agent, The Bank of Nova Scotia,
as U.K. Facility Agent, the financial institutions named
in schedule A as Canadian lenders, the financial
institutions named in Schedule B as U.S. lenders, and
the financial institutions named in Schedule C as U.K.
lenders(5)
4.13 Assumption Agreements each dated as of December 31, 1998
between Celestica (USA), Inc. and each of Analytic Design,
Inc., Ascent Power Technology Corporation, Celestica
California, Inc., Celestica Colorado, Inc., Celestica New
England, Inc., Celestica Wisconsin, Inc., Ascent Power
Technology Inc. and Celestica Power Systems Inc. in
respect of guarantees provided by each such subsidiary
under the Credit Agreement filed as Exhibit 4.6(6)
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
4.14 Revolving Term Credit Agreement, dated as of
April 22, 1999, between Celestica Inc., the
subsidiaries of Celestica Inc., specified
therein as Designated Subsidiaries, The Bank of
Nova Scotia, as Administrative Agent, The Bank
of Nova Scotia, as Canadian Facility Agent, The
Bank of Nova Scotia, as U.S. Facility Agent,
The Bank of Nova Scotia, as U.K. Facility
Agent, the financial institutions named in
schedule A as Canadian lenders, the financial
institutions named in Schedule B as U.S.
lenders, and the financial institutions named
in Schedule C as U.K. lenders (7)
4.15 Registration Rights Agreement, dated as of
November 18, 1996, by and among Celestica
International Inc., Celestica Inc., Celestica
Corporation, Scotia Capital Markets (USA) Inc.,
Goldman, Sachs & Co. and Morgan Stanley & Co.
Incorporated(3)
5.1* Opinion of Davies, Ward & Beck LLP
21.1 Subsidiaries of registrant (8)
23.1 Consent of KPMG LLP, Chartered Accountants
23.2* Consent of Davies, Ward & Beck LLP (contained in opinion filed as Exhibit 5.1)
24.1** Powers of Attorney
25.1 T-1 Statement of Eligibility and Qualification of The Chase Manhattan Bank
</TABLE>
----------------------
* To be filed by amendment or by a report on Form 6-K pursuant to
Section 601 of Regulation S-K.
** Included on pages S-1 and S-2 of this filing.
(1) Incorporated by reference to Amendment No. 3 to the Registration
Statement on Form F-1 of Celestica Inc. filed on June 25, 1998
(Registration No. 333-8700).
(2) Incorporated by reference to the Registration Statement on Form F-3 of
Celestica Inc. filed on July 11, 2000 (Registration No. 333-12272).
(3) Incorporated by reference to Amendment No. 1 to the Registration
Statement on Form F-4 of Celestica International Inc. filed on March
5, 1997 (Registration No. 333-6308).
(4) Incorporated by reference to the Current Report on Form 6-K of
Celestica Inc. filed on August 9, 2000.
(5) Incorporated by reference to the Registration Statement on Form F-1 of
Celestica Inc. filed on February 16, 1999 (Reg. No. 333-10030).
(6) Incorporated by reference to the Annual Report on Form 20-F of
Celestica Inc. filed on May 25, 1999.
(7) Incorporated by reference to the Current Report on Form 6-K of
Celestica Inc. filed on February 15, 2000.
(8) Incorporated by reference to the Annual Report on Form 20-F of
Celestica Inc. filed on May 18, 2000.
II-3
<PAGE>
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities
Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b), if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
PROVIDED, HOWEVER, paragraphs (i) and (ii) do not apply if the information
required to be included in the post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 ("Exchange Act") incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) To file a post-effective amendment to this registration statement
to include any financial statements required by section 10(a)(3) of the
Securities Act at the start of any delayed offering or throughout a continuous
offering unless such financial statements and information are contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Exchange Act and incorporated by
reference in this registration statement.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-4
<PAGE>
(c) If the securities are to be offered at competitive bidding, the
undersigned registrant hereby undertakes (1) to use its best efforts to
distribute prior to the opening of bids, to prospective bidders, underwriters,
and dealers, a reasonable number of copies of a prospectus which at that time
meets the requirements of section 10(a) of the Exchange Act, and relating to the
securities offered at competitive bidding, as contained in this registration
statement, together with any supplements thereto, and (2) to file an amendment
to this registration statement reflecting the results of bidding, the terms of
the reoffering and related matters to the extent required by the applicable
form, not later than the first use, authorized by the registrant after the
opening of bids, of a prospectus relating to the securities offered at
competitive bidding, unless no further public offering of such securities by the
registrant and no reoffering of such securities by the purchasers is proposed to
be made.
(d) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the financial
adjudication of such issue.
(e) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(f) The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under section 305(b)(2) of
the Trust Indenture Act.
II-5
<PAGE>
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 F-3 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
the 17 day of November, 2000.
CELESTICA INC.
By: /S/ EUGENE V. POLISTUK
----------------------
Eugene V. Polistuk
President and Chief Executive 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 and appoints Eugene V. Polistuk and/or Anthony P. Puppi and
either of them, with full power of substitution and resubstitution, as his true
and lawful attorney-in-fact, to sign and file on his behalf, individually and in
each capacity stated below, any amendments and post-effective amendments to this
registration statement, with exhibits thereto, or any registration statement
relating to the offering covered hereby filed pursuant to Rule 462(b) under the
Securities Act.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
President, Chief Executive Officer and November 17, 2000
/S/ EUGENE V. POLISTUK Director (Principal Executive Officer)
--------------------------------
Eugene V. Polistuk
Chief Financial Officer, Executive Vice November 17, 2000
/S/ ANTHONY PUPPI President and Director (Principal Financial
Officer and Accounting Officer)
--------------------------------
Anthony P. Puppi
/S/ ANTHONY R. MELMAN November 17, 2000
-------------------------------- Director
Anthony R. Melman
/S/ MARK L. HILSON November 17, 2000
-------------------------------- Director
Mark L. Hilson
-------------------------------- Director
Robert L. Crandall
/S/ RICHARD S. LOVE November 17, 2000
-------------------------------- Director
Richard S. Love
/S/ ROGER C. MARTIN November 17, 2000
-------------------------------- Director
Roger C. Martin
/S/ GERALD W. SCHWARTZ November 17, 2000
-------------------------------- Director
Gerald W. Schwartz
/S/ DON TAPSCOTT November 17, 2000
-------------------------------- Director
Don Tapscott
</TABLE>
S-1
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
-------------------------------- Director
John R. Walter
</TABLE>
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act, the
undersigned has signed this Registration Statement, solely in the capacity of
the duly authorized representative of Celestica Inc. in the United States, on
the 17 day of November, 2000.
Celestica (USA), Inc.
(Authorized U.S. Representative)
By: /S/ MARVIN MAGEE
-------------------------------
Name: Marvin MaGee
Title: Director
S-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
1.1* Form of Underwriting Agreement
4.1 Form of Indenture
4.2* Form of Supplemental Indenture
4.3 Form of Subordinate Voting Share Certificate(1)
4.4* Form of Preference Shares Certificate
4.5* Form of Warrant
4.6 Indenture, dated August 1, 2000, between Celestica
Inc. and The Chase Manhattan Bank, as Trustee (including
a form of the Security) (2)
4.7 Indenture, dated as of November 18, 1996, by
and among Celestica International Inc., Celestica,
Inc., Celestica Corporation, and The Chase Manhattan
Bank, as Trustee (including forms of the Outstanding
Notes and Exchange Notes)(3)
4.8 Guarantee Agreement, dated as of November 18, 1996,
between Celestica, Inc. and The Chase Manhattan Bank, as
Trustee(3)
4.9 Guarantee Agreement, dated as of November 18, 1996,
between Celestica 4.9 Corporation and The Chase Manhattan
Bank, as Trustee(3)
4.10 Supplemental Indenture, dated as of July 7, 1998,
among Celestica International Inc., Celestica Inc. and
The Chase Manhattan Bank, as Trustee(3)
4.11 Supplemental Indenture, dated as of May 26, 2000,
between Celestica Inc. and The Chase Manhattan Bank, as
Trustee(4)
4.12 Credit Agreement, dated as of July 7, 1998, between
Celestica Inc., the 4.12 subsidiaries of Celestica Inc.,
specified therein as Designated Subsidiaries, The Bank of
Nova Scotia, as Administrative Agent, The Bank of Nova
Scotia, as Canadian Facility Agent, The Bank of Nova
Scotia, as U.S. Facility Agent, The Bank of Nova Scotia,
as U.K. Facility Agent, the financial institutions named
in schedule A as Canadian lenders, the financial
institutions named in Schedule B as U.S. lenders, and
the financial institutions named in Schedule C as U.K.
lenders(5)
4.13 Assumption Agreements each dated as of December 31, 1998
between Celestica (USA), Inc. and each of Analytic
Design, Inc., Ascent Power Technology Corporation,
Celestica California, Inc., Celestica Colorado, Inc.,
Celestica New England, Inc., Celestica Wisconsin,
Inc., Ascent Power Technology Inc. and Celestica Power
Systems Inc. in respect of guarantees provided by each
such subsidiary under the Credit Agreement filed as
Exhibit 4.6(6)
4.14 Revolving Term Credit Agreement, dated as of April 22,
1999, between Celestica Inc., the subsidiaries of
Celestica Inc., specified therein as Designated
Subsidiaries, The Bank of Nova Scotia, as Administrative
Agent, The Bank of Nova Scotia, as Canadian Facility
Agent, The Bank of Nova Scotia, as U.S. Facility Agent,
The Bank of Nova Scotia, as U.K. Facility Agent, the
financial institutions named in schedule A as Canadian
lenders, the financial institutions named in Schedule B as
U.S. lenders, and the financial institutions named in
Schedule C as U.K. lenders (7)
4.15 Registration Rights Agreement, dated as of
November 18, 1996, by and among Celestica
International Inc., Celestica, Inc., Celestica
Corporation, Scotia Capital Markets (USA) Inc.,
Goldman, Sachs & Co. and Morgan
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
Stanley & Co. Incorporated(3)
5.1* Opinion of Davies, Ward & Beck LLP
21.1 Subsidiaries of registrant (8)
23.1 Consent of KPMG LLP, Chartered Accountants
23.2* Consent of Davies, Ward & Beck LLP (contained in opinion
filed as Exhibit 5.1)
24.1** Powers of Attorney
25.1 T-1 Statement of Eligibility and Qualification of The
Chase Manhattan Bank
</TABLE>
--------------------
* To be filed by amendment or by a report on Form 6-K pursuant to Section
601 of Regulation S-K.
** Included on pages S-1 and S-2 of this filing.
(1) Incorporated by reference to Amendment No. 3 to the Registration
Statement on Form F-1 of Celestica Inc. filed on June 25, 1998
(Registration No. 333-8700).
(2) Incorporated by reference to the Registration Statement on Form F-3 of
Celestica Inc. filed on July 11, 2000 (Registration No. 333-12272).
(3) Incorporated by reference to Amendment No. 1 to the Registration
Statement on Form F-4 of Celestica International Inc. filed on March 5,
1997 (Registration No. 333-6308).
(4) Incorporated by reference to the Current Report on Form 6-K of Celestica
Inc. filed on August 9, 2000.
(5) Incorporated by reference to the Registration Statement on Form F-1 of
Celestica Inc. filed on February 16, 1999 (Reg. No. 333-10030).
(6) Incorporated by reference to the Annual Report on Form 20-F of Celestica
Inc. filed on May 25, 1999.
(7) Incorporated by reference to the Current Report on Form 6-K of Celestica
Inc. filed on February 15, 2000.
(8) Incorporated by reference to the Annual Report on Form 20-F of Celestica
Inc. filed on May 18, 2000.
