UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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)
150925 6
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(CUSIP Number)
Robert J. Mittman, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue, New York, New York 10174
(212) 885-5000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications)
December 18, 1996
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filled a statement of Schedule 13G to report
the acquisition which is the subject of the Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filed 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 6 Pages
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CUSIP No. 150925 6 SCHEDULE 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brightpoint, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,000,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,000,000
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 6 Pages
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Item 1. Security and Issuer.
This statement relates to shares of the common stock, $.01 par value (the
"Common Stock"), of Cellstar Corporation, a Delaware corporation (the
"Corporation"). The principal executive offices of the Corporation are located
at 1730 Briercroft Drive, Carrollton, Texas 75006.
Item 2. Identity and Background.
This statement is filed by Brightpoint, Inc. ("Brightpoint"), a Delaware
corporation. Brightpoint, distributes wireless communication equipment and
related products globally and provides related services including inventory
management, fulfillment, packaging and programming. Brightpoint's principal
business and principal offices are located at 6402 Corporate Drive,
Indianapolis, Indiana 46278. The names, citizenship, business or residence
address and principal occupation of each executive officer and director of
Brightpoint is set forth in Annex I attached hereto, which information is
incorporated by reference.
During the last five years, neither Brightpoint, nor, to the best of the
knowledge of Brightpoint, any executive officer or director identified in Annex
I, has (a) been convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors) or (b) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, and as a result of
which it was or is subject to a judgment, decree or final order enjoining future
violation of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The funds, in the aggregate amount of $11,371,035, used in purchasing an
aggregate of 1,000,000 shares of Common Stock in November 1996 and December
1996, as more fully described under Item 5 hereunder, were obtained from working
capital.
Item 4. Purpose of Transaction.
The purchases have been made for investment purposes. Brightpoint may,
subject to market conditions, make additional investments in or dispositions of
securities of the Corporation. Although Brightpoint may at some future time
consider taking other actions with respect to its investment in the Corporation,
it does not currently have any definite plans in that regard.
Item 5. Interest in Securities of the Issuer.
(a) As of December 18, 1996, Brightpoint beneficially owned, 1,000,000
shares (the "Shares") of Common Stock, constituting, to the best of the
knowledge of Brightpoint, 5.2% of the issued and outstanding shares of Common
Stock based on the outstanding number of shares of Common Stock as reported in
the
Page 3 of 6 Pages
<PAGE>
Corporation's Quarterly Report on Form 10-Q for the quarter ending August 31,
1996.
(b) Brightpoint has sole power to vote or to direct the vote of, and sole
power to dispose or to direct the disposition of, 1,000,000 shares of Common
Stock.
(c) The following is a list of purchases of Common Stock effected during
the past sixty days by Brightpoint in over the counter market transactions on
the NASDAQ National Market System:
Cost Basis
Date Shares Per Share
---- ------ ---------
11/19/96 50,000 $ 7.440
11/20/96 75,000 8.590
11/21/96 75,000 9.161
11/22/96 100,000 10.821
11/25/96 50,000 10.920
11/26/96 150,000 12.112
11/27/96 230,000 12.143
12/02/96 10,000 11.665
12/04/96 25,000 11.520
12/05/96 50,000 11.970
12/06/96 25,000 11.656
12/10/96 60,000 12.251
12/16/96 10,000 12.665
12/17/96 30,000 13.415
12/18/96 60,000 14.250
Overall 1,000,000 $ 11.371
========= ========
(d) Brightpoint has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, an aggregate of 1,000,000
shares of Common Stock beneficially owned by Brightpoint, constituting
approximately 5.2% of the outstanding Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Brightpoint is not a party to any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any securities
of the Corporation, including, but not limited to, the transfer or voting or any
such securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guaranties or profits, divisions of profit or loss, or the giving
or withholding of proxies.
Page 4 of 6 Pages
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Item 7. Materials to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
Brightpoint certifies that the information set forth in this statement is true,
complete and correct.
Dated: December 18, 1996 BRIGHTPOINT, INC.
By:/s/ J. Mark Howell
------------------------------
Name: J. Mark Howell
Title: President
Page 5 of 6 Pages
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Annex I
All of the following executive officers and directors of Brightpoint, Inc.
are citizens of the United States of America:
*Robert J. Laikin *J. Mark Howell
Chairman & CEO President & COO
Brightpoint, Inc. Brightpoint, Inc.
6402 Corporate Drive 6402 Corporate Drive
Indianapolis, Indiana 46278 Indianapolis, Indiana 46278
*John W. Adams *Rollin M. Dick
Vice President Executive Vice President
Browning Investments, Inc. Chief Financial Officer
Capital Center Conseco, Inc.
251 N. Illinois, Suite 200 11825 N. Pennsylvania Street
Indianapolis, Indiana 46204 Carmel, Indiana 46032
Joseph Forer *T. Scott Housefield
President President
Brightpoint Latin America Brightpoint International Ltd.
1573 Northwest 82nd Avenue 6402 Corporate Drive
Miami, Florida 33126 Indianapolis, Indiana 46278
Robert Picow *Steven B. Sands
Vice Chairman Chairman
Brightpoint, Inc. Sands Brothers & Company
6402 Corporate Drive 101 Park Avenue
Indianapolis, Indiana 46278 New York, New York 10178
*Stephen H. Simon *Robert F. Wagner, Partner
Simon Property Group Lewis & Wagner
115 West Washington 500 Place
Suite 1300-E 501 Indiana Avenue, Suite 200
Indianapolis, Indiana 46207 Indianapolis, Indiana 46240-0857
* Director
Page 6 of 6 Pages
