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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
CellStar Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
150925105
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(CUSIP Number)
Alan H. Goldfield
1730 Briercroft Court
Carrollton, TX 75006
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 3, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 8 pages
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CUSIP NO. 150925105 SCHEDULE 13D/A Page 2 of 8 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan H. Goldfield
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF 8,250,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 7,312,870
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,312,870*
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
43.0%
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TYPE OF REPORTING PERSON
14
IN
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* Does not include 250,000 shares of Common Stock subject to an option granted
under the Company's 1993 Amended and Restated Long-Term Incentive Plan, which
option has not vested. See Item 6.
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CUSIP NO. 150925105 13D/A Page 3 of 8 Pages
Item 1. Security and Issuer.
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This statement relates to the common stock, par value $.01 per share
(the "Common Stock"), of CellStar Corporation, a Delaware corporation (the
"Company"). The address of the principal executive offices of the Company is
1730 Briercroft Court, Carrollton, Texas 75006.
Item 2. Identity and Background.
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The name of the person filing this statement is Alan H. Goldfield.
The business address of Mr. Goldfield is 1730 Briercroft Court, Carrollton,
Texas 75006. Mr. Goldfield's principal occupation is Chairman of the Board,
Chief Executive Officer and President of the Company.
Mr. Goldfield has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Mr. Goldfield is a citizen of the United States.
Item 3. Source and Amount of Funds and Other Consideration.
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On October 8, 1993, Mr. Goldfield acquired 50,000 shares of Common
Stock (the "Organizational Shares") in exchange for $500 in cash of his personal
funds in connection with the formation of the Company.
On November 30, 1994, Mr. Goldfield acquired 6,700,000 shares of
Common Stock (the "Exchange Shares"). The consideration used by Mr. Goldfield
to purchase the Exchange Shares was 50 shares of common stock, par value $1.00
per share (the "NAC Stock"), of National Auto Center, Inc., a Texas corporation
("NAC"). NAC issued the NAC Stock to Mr. Goldfield in connection with the
formation of NAC in November 1991.
On June 2, 1995, Mr. Goldfield acquired 1,500,000 shares of Common
Stock (the "Option I Shares") upon exercise of an option pursuant to an Option
Agreement, dated December 3, 1993, by and between Mr. Goldfield and Audiovox
Corporation, a Delaware corporation ("Audiovox"). The Option I Shares were
acquired for $18,250,000, which was borrowed by Mr. Goldfield from a bank (the
"Bank"), pursuant to a Promissory Note, dated as of June 2, 1995, from Mr.
Goldfield to the Bank. Such note has subsequently been repaid by Mr. Goldfield.
Mr. Goldfield has transferred 1,000,000 of the Option I Shares to Mr. Hong An
Hsein ("Mr. Hong") pursuant to an Exchange Agreement, dated as of June 2, 1995
(the "Exchange Agreement"), by and between Mr. Goldfield and Mr. Hong. Pursuant
to the Exchange Agreement, Mr. Goldfield transferred 1,000,000 of the Exchange
Shares and U.S. $1,000,000 to Mr. Hong in exchange for 1,499,999 shares of the
Voting Stock, par value Hong Kong $1.00, of CellStar (Asia) Corporation Ltd.,
which represented 50.0% of the issued and outstanding shares of such entity, and
25,000 ordinary shares, par value Singapore $1.00, of
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CUSIP NO. 150925105 13D/A Page 4 of 8 Pages
CellStar Pacific PTE LTD, which represented 5.0% of the issued and outstanding
shares of such entity.
Effective May 17, 1996, Mr. Goldfield acquired beneficial ownership of
62,870 shares of Common Stock through the grant to him, on January 16, 1996, of
options (the "Employee Options") to purchase such shares under the Company's
1993 Amended and Restated Long-Term Incentive Plan (the "1993 Option Plan").
The Employee Options became fully exercisable on July 16, 1996, have an exercise
price of $22.50 per share, and will expire on January 15, 1998.
Item 4. Purpose of Transaction.
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The Employee Options were granted to Mr. Goldfield pursuant to the
terms of the 1993 Option Plan. Mr. Goldfield has acquired all of the shares of
Common Stock owned of record by him for investment purposes. Depending on
market conditions and other factors that he may deem material to an investment
decision, Mr. Goldfield may purchase additional shares of Common Stock or may
dispose of all or a portion of the shares of Common Stock that he now
beneficially owns or may hereafter acquire. Except as set forth in this Item 4,
Mr. Goldfield does not have any present plans or proposals that relate to or
would result in any of the actions specified in clauses (a) through (j) of Item
4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a) Mr. Goldfield beneficially owns an aggregate of 8,312,870 shares,
or approximately 43.0%, of the Common Stock of the Company. Mr. Goldfield
beneficially owns 62,870 of such shares through his ownership of the Employee
Options. Such shares do not include 250,000 shares of Common Stock that are
subject to an option granted to Mr. Goldfield under the 1993 Option Plan, which
option is described in Item 6 below.
(b) Mr. Goldfield possesses sole voting power with respect to
8,250,000 shares of Common Stock, which shares consist of the following: (i)
the 50,000 Organizational Shares owned of record by Mr. Goldfield; (ii) the
6,700,000 Exchange Shares owned of record by Mr. Goldfield; (iii) the 500,000
Option I Shares owned of record by Mr. Goldfield; and (iv) the 1,000,000 Option
I Shares owned of record by Mr. Hong that are subject to the Hong Proxy (as
defined and further described in Item 6 below), which proxy gives Mr. Goldfield
the right to vote such shares.
Mr. Goldfield possesses sole dispositive power with respect to
7,312,870 shares of Common Stock, which shares consist of the following: (i)
the 50,000 Organizational Shares owned of record by Mr. Goldfield; (ii) the
6,700,000 Exchange Shares owned of record by Mr. Goldfield; (iii) the 500,000
Option I Shares owned of record by Mr. Goldfield; and (iv) the 62,870 shares
issuable pursuant to the Employee Options.
Mr. Goldfield does not share voting or dispositive power with respect
to any shares of Common Stock.
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CUSIP NO. 150925105 13D/A Page 5 of 8 Pages
(c) As described in more detail in Item 3 above, on January 16, 1996,
Mr. Goldfield was granted the Employee Options, which options became fully
exercisable on July 16, 1996.
Through December 2, 1993, Mr. Goldfield had an option to purchase
250,000 shares of Common Stock from Audiovox at an exercise price equal to
$13.80 per share, pursuant to the terms of an Option Agreement, dated December
3, 1993, by and between Mr. Goldfield and Audiovox. Such option expired
unexercised. Mr. Goldfield is therefore deemed to have disposed of beneficial
ownership of 250,000 shares of Common Stock on December 3, 1993.
(d) To the best of Mr. Goldfield's knowledge and belief, Mr. Hong has
the right to receive the dividends (if any) and proceeds from the sale of the
1,000,000 Option I Shares owned of record by Mr. Hong.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
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Relationships with Respect to Securities of the Issuer.
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At the Company's 1995 Annual Meeting of Stockholders on April 27,
1995, the Company's stockholders approved the 1993 Option Plan. The Company
granted to Mr. Goldfield under the 1993 Option Plan an option to purchase
250,000 shares of Common Stock at a price of $18.50 per share (the "1993 Plan
Option"). The 1993 Plan Option vests on the earlier of (a) the tenth
consecutive trading day on which the closing sale price of the Common Stock (on
each such trading day) equals or exceeds $35.00 per share (a "Vesting Event") or
(b) December 31, 2004. The 1993 Plan Option has not vested and Mr. Goldfield
will not beneficially own any shares of Common Stock subject to the 1993 Plan
Option until a Vesting Event or 60 days prior to December 31, 2004.
As discussed in more detail in Item 3, on January 16, 1996, Mr.
Goldfield was granted the Employee Option.
Mr. Hong has granted a revocable proxy (the "Hong Proxy") to Mr.
Goldfield with respect to the 1,000,000 Option I Shares owned of record by Mr.
Hong, which shares were transferred to Mr. Hong pursuant to the Exchange
Agreement. The Hong Proxy authorizes Mr. Goldfield to represent Mr. Hong and to
vote the 1,000,000 Option I Shares at any and all meetings of stockholders of
the Company and in any consent of stockholders in writing. The Hong Proxy may
be revoked by Mr. Hong upon 90 days' written notice.
On July 20, 1995, Mr. Goldfield and Motorola Inc., a Delaware
corporation ("Motorola"), entered into a Shareholders Agreement (the
"Shareholders Agreement"). Pursuant to the Shareholders Agreement, Mr.
Goldfield granted Motorola a right of first refusal with respect to any proposed
sale of Common Stock by Mr. Goldfield to any manufacturer of telecommunications
equipment (or any affiliate of such a manufacturer). The right of first refusal
does not apply to sales made pursuant to a registration statement prepared in
accordance
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CUSIP NO. 150925105 13D/A Page 6 of 8 Pages
with the Securities Act of 1933, as amended (the "1933 Act"), in connection with
an underwritten offering of Common Stock to the public or to sales made through
a broker, dealer or market maker in compliance with Rule 144 under the 1933 Act.
In addition, Mr. Goldfield agreed that, for so long as Motorola and its
majority-owned subsidiaries, taken as a whole, own at least 696,437 shares of
Common Stock, Mr. Goldfield will use his reasonable best efforts to cause an
individual selected by Motorola to be appointed or nominated for election to the
Company's Board of Directors and, upon nomination for election to the Company's
Board of Directors, Mr. Goldfield will use his reasonable best efforts to cause
such individual to be so elected (including, without limitation, by voting all
of the voting securities of the Company over which Mr. Goldfield has voting
control in favor of such individual) and will not take any action which would
diminish the prospects of such individual being so elected. Pursuant to a Stock
Purchase Agreement, dated as of July 20, 1995, between Motorola and the Company,
the Company has agreed to use its reasonable best efforts to cause a person
selected by Motorola to be appointed or nominated for election, and elected as a
Class I director of the Company for so long as Motorola owns 696,437 shares of
Common Stock.
Mr. Goldfield has placed his shares of common stock with a brokerage
firm in connection with securing a margin and a cash account. Such accounts
contain standard default provisions.
Item 7. Material to be Filed as Exhibits.
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7.1 Form of Revocable Proxy, dated June 2, 1995, given by Mr. Hong to
Mr. Goldfield, relating to 1,000,000 Option I Shares.*
7.2 Form of Shareholders Agreement, dated July 20, 1995, by and
between Mr. Goldfield and Motorola.*
7.3 Form of Stock Purchase Agreement, dated July 20, 1995, by and
between the Company and Motorola.*
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* Previously filed as an exhibit to Mr. Goldfield's Schedule 13D dated
June 2, 1995.
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CUSIP NO. 150925105 13D/A Page 7 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: December 11, 1996
By: /s/ ALAN H. GOLDFIELD
-----------------------------------------
Alan H. Goldfield
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CUSIP NO. 150925105 13D/A Page 8 of 8 Pages
EXHIBIT INDEX
Number Description
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7.1 Form of Revocable Proxy, dated June 2, 1995, given by Mr. Hong to
Mr. Goldfield, relating to 1,000,000 Option I Shares.*
7.2 Form of Shareholders Agreement, dated July 20, 1995, by and between
Mr. Goldfield and Motorola.*
7.3 Form of Stock Purchase Agreement, dated July 20, 1995, by and
between the Company and Motorola.*
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* Previously filed as an Exhibit to Mr. Goldfield's Schedule 13D dated June 2,
1995.
