<PAGE>
As filed with the Securities and Exchange Commission on March 14,1997.
Registration No. 33- _______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
CELLSTAR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-2479727
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1730 BRIERCROFT COURT
CARROLLTON, TEXAS 75006
(Address of Principal Executive Offices) (Zip Code)
--------------------
CELLSTAR CORPORATION 1993 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
STOCK OPTION AGREEMENT WITH RICHARD M. GOZIA
(Full title of the Plan)
ELAINE FLUD RODRIGUEZ
1730 BRIERCROFT COURT
CARROLLTON, TEXAS 75006
(Name and address of agent for service)
(972) 466-5000
(Telephone number, including
area code, of agent for service)
--------------------
COPIES TO:
Robert R. Kibby
Haynes and Boone, L.L.P.
901 Main Street
3100 NationsBank Plaza
Dallas, Texas 75202
(214) 651-5000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Title of Proposed Maximum Proposed Maximum Amount of
Securities to be Amount to be Offering Price Per Aggregate Offering Registration
Registered Registered Share(1) Price(1) Fee(1)
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 1,550,000 shares $ 23.9375 $ 37,103,125.00 $ 11,243.37
per share
- --------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rules 457(c) and 457(h), the offering price and registration
fee are computed on the basis of the average of the high and low prices of
the Common Stock, as reported by the National Association of Securities
Dealers Automated Quotation National Market System, on March 12, 1997.
<PAGE>
Pursuant to General Instruction E of Form S-8, this Registration Statement
incorporates by reference the contents of the Registrant's Registration
Statement No. 33-87754 on Form S-8.
<PAGE>
PROSPECTUS
CELLSTAR CORPORATION
2,009,332 SHARES OF COMMON STOCK*
This Prospectus has been prepared by CellStar Corporation, a Delaware
corporation (the "Company"), for use upon resale by certain directors and
officers of the Company (the "Selling Stockholders") of up to 2,009,332 shares
(the "Shares") of Common Stock, par value $.01 per share ("Common Stock"), of
the Company. The Selling Stockholders have acquired and/or may in the future
acquire Shares from the Company pursuant to (i) the grant of restricted stock
and/or the exercise of outstanding options or stock appreciation rights
heretofore and/or hereafter granted to the Selling Stockholders pursuant to the
provisions of the Company's 1993 Amended and Restated Long-Term Incentive Plan
(as amended to date, the "Incentive Plan"); (ii) the exercise of outstanding
options heretofore or hereafter granted under the 1994 Amended and Restated
Director Nonqualified Stock Option Plan (the "Directors Option Plan"); or (iii)
that certain Stock Option Agreement, dated as of May 24, 1996, by and between
the Company and Richard M. Gozia (the "Option Agreement"). The Incentive Plan,
the Directors Option Plan and the Option Agreement are sometimes collectively
referred to herein as the "Plans."
The Shares may be sold from time to time by the Selling Stockholders
or, to the extent permitted, by pledgees, donees, transferees or other
successors in interest. Such sales may be made in the National Association of
Securities Dealers Automated Quotation National Market System (the
"NASDAQ/NMS"), or on one or more exchanges, or in the over the counter market,
or in negotiated transactions, in each case at prices and at terms then
prevailing or at prices related to the then current market price or at
negotiated prices and terms. Upon any sale of the Shares offered hereby, the
Selling Stockholders or such successors in interest and participating agents,
brokers or dealers may be deemed to be underwriters as that term is defined in
the Securities Act of 1933, as amended (the "Securities Act"), and commissions
or discounts or any profit realized on the resale of such securities may be
deemed to be underwriting commissions or discounts under the Securities Act.
See "Plan of Distribution."
The Common Stock is quoted in the NASDAQ/NMS under the symbol "CLST."
On March 13, 1997, the last reported sale price of the Common Stock, as quoted
by the NASDAQ/NMS was $24.00. The Company will not receive any of the proceeds
from the sales of Shares by Selling Stockholders.
- ----------------------
* This figure is an estimate. The Company has filed Registration Statements on
Form S-8, Registration Nos. 33- (of which this Prospectus is a part) and
33-87754, which cover the offer and sale by the Company of up to an aggregate of
2,009,332 shares of Common Stock pursuant to the Plans. This Prospectus covers
the resale by the Selling Stockholders of an indeterminate number of Shares
acquired by the Selling Stockholders pursuant to the Plans.
----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is March 14, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the regional offices of
the Commission at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60611, and 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such materials can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. at prescribed rates.
The Company has filed with the Commission a registration statement on
Form S-8 (together with all exhibits thereto, the "Registration Statement")
under the Securities Act with respect to the Common Stock to be issued pursuant
to the Plans. As permitted by the rules and regulations of the Commission, this
Prospectus does not contain all of the information set forth in the Registration
Statement. Copies of the Registration Statement are available from the Public
Reference Section of the Commission at prescribed rates. Statements contained
herein concerning the provisions of documents filed with the Registration
Statement are necessarily summaries of such documents, and each such statement
is qualified in its entirety by reference to the copy of the applicable document
filed with the Commission.
The Company's principal executive offices are located at 1730
Briercroft Court, Carrollton, Texas, 75006, and the Company's telephone number
at such address is (972) 466-5000.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which have been filed with the Commission by
the Company, are incorporated herein by reference and made a part hereof:
(i) Current Report on Form 8-K dated December 30, 1996, filed
January 3, 1997;
(ii) Annual Report on Form 10-K for the fiscal year ended November
30, 1996; and
(iii) Registration Statement on Form 8-A (No. 0-22972), filed November
26, 1993.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock to be made
hereunder shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for all purposes of this
Prospectus
-2-
<PAGE>
to the extent that a statement contained herein or in any other subsequently
filed document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom a
copy of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the documents incorporated herein by reference
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates). Written or telephone requests for copies should be directed to
CellStar Corporation, 1730 Briercroft Court, Carrollton, Texas 75006, Attention:
Investor Relations (telephone: (972) 466-5000).
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
offered pursuant to this Prospectus.
SELLING STOCKHOLDERS
The following directors and officers of the Company are eligible to
resell Shares acquired upon exercise of options granted under the Plans:
<TABLE>
<CAPTION>
SHARES AVAILABLE
TO BE OFFERED FOR
OWNERSHIP OF SELLING AMOUNT AND
COMMON STOCK STOCKHOLDER'S PERCENTAGE OF
PRIOR ACCOUNT UPON CLASS AFTER
NAME POSITION WITH THE COMPANY TO OFFERING (1) EXERCISE OFFERING (2)
- ---- ------------------------- ---------------- ----------------- -------------
<S> <C> <C> <C> <C>
Alan H. Goldfield Chief Executive Officer and 8,562,870(3) 312,870 8,250,000(3)
Chairman of the Board (42.8%)
Richard M. Gozia President, Chief Operating 200,000 200,000 0*
Officer and Director
Mark Q. Huggins Senior Vice President - 40,000 40,000 0*
Administration, Chief Financial
Officer and Treasurer
Daniel T. Bogar Vice President - South 62,433 59,793 2,640*
American Operations and
Director
Michael S. Hedge Vice President - Wholesale 59,793 59,793 0*
Sales and Director
Timothy L. Maretti Vice President - Mexican 30,000 30,000 0*
Operations
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
SHARES AVAILABLE
TO BE OFFERED FOR
OWNERSHIP OF SELLING AMOUNT AND
COMMON STOCK STOCKHOLDER'S PERCENTAGE OF
PRIOR ACCOUNT UPON CLASS AFTER
NAME POSITION WITH THE COMPANY TO OFFERING (1) EXERCISE OFFERING (2)
- ---- ------------------------- --------------- ---------------- -------------
<S> <C> <C> <C> <C>
Elaine Flud Rodriguez Vice President, General 45,961 45,761 200*
Counsel and Secretary
Richard L. White Vice President and Chief 5,000 5,000 0*
Information Officer
Evelyn Henry Miller Vice President - Corporate 15,000 15,000 0*
Controller
James L. Johnson Director 10,000 2,500 7,500*
Terry S. Parker Director 2,500 2,500 0*
Sheldon I. Stein Director 12,500 2,500 10,000*
John T. Stupka Director 2,500 2,500 0*
</TABLE>
- ----------------------
* Indicates shares held are less than 1% of class.
(1) Based on ownership as of February 14, 1997. Includes Shares to be acquired
upon exercise of options granted under the Plans, some of which options are
not exercisable within 60 days of the date of this Prospectus.
(2) Assumes the exercise of all options granted under the Plans and the sale of
the Shares acquired thereby.
(3) Includes 1,000,000 shares of Common Stock that are subject to a revocable
(upon 90 days written notice) proxy, which proxy gives Mr. Goldfield the
right to vote such shares.
Information relating to any additional Selling Stockholders will be
provided by Prospectus Supplement.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by the Selling
Stockholders, or, to the extent permitted, by pledgees, donees, transferees or
other successors in interest. The Shares may be disposed of from time to time
in one or more transactions through any one or more of the following: (i) the
purchasers directly, (ii) in ordinary brokerage transactions and transactions
in which the broker solicits purchasers, (iii) through underwriters or dealers
who may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholders or such successors in
interest and/or from the purchasers of the Shares for whom they may act as
agent, (iv) the writing of options on the Shares, (v) the pledge of the Shares
as security for any loan or obligation, including pledges to brokers or dealers
who
-4-
<PAGE>
may, from time to time, themselves effect distributions of the Shares or
interest therein, (vi) purchases by a broker or dealer as principal and resale
by such broker or dealer for its own account, (vii) a block trade in which the
broker or dealer so engaged will attempt to sell the Shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction and (viii) an exchange distribution in accordance with the rules of
such exchange or transactions in the over the counter market. Such sales may
be made at prices and at terms then prevailing or at prices related to the
then current market price or at negotiated prices and terms. In effecting
sales, brokers or dealers may arrange for other brokers or dealers to
participate. The Selling Stockholders or such successors in interest, and any
underwriters, brokers, dealers or agents that participate in the distribution
of the Shares, may be deemed to be "underwriters" within the meaning of the
Securities Act, and any profit on the sale of the Shares by them and any
discounts, commissions or concessions received by any such underwriters,
brokers, dealers or agents may be deemed to by underwriting commissions or
discounts under the Securities Act.
The Company will pay all of the expenses incident to the offering and
sale of the Shares to the public other than underwriting discounts or
commissions, brokers' fees and the fees and expenses of any counsel to the
Selling Stockholders related thereto.
In the event of a material change in the plan of distribution
disclosed in this Prospectus, the Selling Stockholders will not be able to
effect transactions in the Shares pursuant to this Prospectus until such time
as a post-effective amendment to the Registration Statement is filed with, and
declared effective by, the Commission.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Common
Stock offered hereby have been passed upon by Haynes and Boone, L.L.P.,
Dallas, Texas.
EXPERTS
The consolidated financial statements of CellStar Corporation and
subsidiaries as of November 30, 1996 and 1995, and for each of the years in the
three-year period ended November 30, 1996, have been incorporated by reference
herein and in the Registration Statement in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
INDEMNIFICATION
The Company is a Delaware corporation. Section 145 of the Delaware
General Corporation Law (the "DGCL") generally provides that a corporation is
empowered to
-5-
<PAGE>
indemnify any person who was or is or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation in any of
such capacities of another corporation or other enterprise, if such director,
officer, employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Such statute provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which such persons may be entitled under any bylaw, vote of
stockholders or disinterested directors or otherwise.
Article 11 of the Amended and Restated Certificate of Incorporation of
the Company and Section 7 of Article VII of the Company's Amended and Restated
Bylaws provide generally for indemnification of all such directors, officers and
agents. In addition, Article 11 of the Amended and Restated Certificate of
Incorporation of the Company provides that, to the fullest extent permitted by
the DGCL, as the same exists or may hereafter be amended, a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director.
The Company has entered into employment agreements with Alan H.
Goldfield and Richard M. Gozia, directors and officers of the Company, which
agreements provide that they will be indemnified by the Company to the fullest
extent permitted by law. Mr. Goldfield's and Mr. Gozia's rights to
indemnification are protected by their rights under their employment agreements
to require the Company to establish and fund a trust to indemnify them after a
"change in control" (as defined in their respective employment agreements) or a
potential "change in control."
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company 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.
-6-
<PAGE>
No dealer, salesman or other person has been
authorized to give any information or to
make any representation not contained in this
Prospectus in connection with the offering
made hereby. If given or made, such
information or representation must not be 2,009,332
relied upon as having been authorized by the SHARES
Company. Neither the delivery of this
Prospectus nor any sale made hereunder shall
under any circumstances create any
implication that the information contained
herein is correct as of any time subsequent to
the date hereof. This Prospectus does not
constitute an offer to sell or a solicitation
of an offer to buy any securities in any
jurisdiction to any person to whom it would CELLSTAR
be unlawful to make such an offer or CORPORATION
solicitation in such jurisdiction.
-----------------------
TABLE OF CONTENTS COMMON STOCK
PAGE
Available Informationa............ 2
Incorporation of Certain Documents
by Reference..................... 2 ----------------
Use of Proceeds................... 3
Selling Stockholders.............. 3 PROSPECTUS
Plan of Distribution.............. 4
Legal Matters..................... 5 ----------------
Experts........................... 5
Indemnification................... 5 March 14, 1997
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents, which have been filed with the Commission by the
Company, are incorporated herein by reference and made a part hereof:
(i) Current Report on Form 8-K dated December 30, 1996, filed January 3,
1997;
(ii) Annual Report on Form 10-K for the fiscal year ended November 30,
1996; and
(iii) Registration Statement on Form 8-A (No. 0-22972), filed November 26,
1993.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment that indicates that all securities offered hereunder have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Legal Matters
-------------
Certain legal matters in connection with the validity of the Common Stock
offered hereby have been passed upon by Haynes and Boone, L.L.P., Dallas, Texas.
II-1
<PAGE>
Experts
-------
The consolidated financial statements of CellStar Corporation and
subsidiaries as of November 30, 1996 and 1995, and for each of the years in the
three-year period ended November 30, 1996, have been incorporated by reference
herein in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Company is a Delaware corporation. Section 145 of the DGCL generally
provides that a corporation is empowered to indemnify any person who was or is
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation in any of such capacities of another corporation or
other enterprise, if such director, officer, employee or agent acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. Such
statute provides further that the indemnification permitted thereunder shall not
be deemed exclusive of any other rights to which such persons may be entitled
under any bylaw, vote of stockholders or disinterested directors or otherwise.
Article 11 of the Amended and Restated Certificate of Incorporation of the
Company and Section 7 of Article VII of the Company's Amended and Restated
Bylaws provide generally for indemnification of all such directors, officers and
agents. In addition, Article 11 of the Amended and Restated Certificate of
Incorporation of the Company provides that, to the fullest extent permitted by
the DGCL, as the same exists or may hereafter be amended, a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director.
The Company has entered into employment agreements with Alan H. Goldfield
and Richard M. Gozia, directors and officers of the Company, which agreements
provide that they will be indemnified by the Company to the fullest extent
permitted by law. Mr. Goldfield's and Mr. Gozia's rights to indemnification are
protected by their rights under their employment agreements to require the
Company to establish and fund a trust to indemnify them after a "change in
control" (as defined in their respective employment agreements) or a potential
"change in control."
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
II-2
<PAGE>
Item 8. Exhibits
--------
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 - Specimen Common Stock Certificate of CellStar Corporation. (1)
4.2 - Amended and Restated Certificate of Incorporation of CellStar
Corporation. (2)
4.3 - Amended and Restated Bylaws of CellStar Corporation. (3)
5.1 - Opinion of Haynes and Boone, L.L.P. with respect to validity of
issuance of securities. (5)
23.1 - Consent of KPMG Peat Marwick LLP. (5)
23.2 - Consent of Haynes and Boone, L.L.P. (included in its opinion filed
as Exhibit 5.1 to this Registration Statement). (5)
24.1 - Power of Attorney (appearing on page II-6 of this Registration
Statement). (5)
99.1 - CellStar Corporation 1993 Amended and Restated Long-Term Incentive
Plan. (4)
99.2 - Nonqualified Stock Option Agreement, dated May 24, 1996, by and
between CellStar Corporation and Richard M. Gozia (5)
- ------------------------
(1) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended November 30, 1995, and incorporated herein by
reference.
(2) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarterly period ended August 31, 1995, and incorporated
herein by reference.
(3) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarterly period ended February 29, 1996, and incorporated
herein by reference.
(4) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended November 30, 1996, and incorporated herein by
reference.
(5) Filed herewith.
II-3
<PAGE>
Item 9. 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;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the 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 the Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in this 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; and
(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.
(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.
(c) 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,
II-4
<PAGE>
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 final
adjudication of such issue.
II-5
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Carrollton, State of Texas, on the 14th day of
March, 1997.
CELLSTAR CORPORATION
By: /s/ Alan H. Goldfield
------------------------------------
Alan H. Goldfield
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Alan H. Goldfield, Richard M.
Gozia and Elaine Flud Rodriguez his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, each of whom may act without joinder of the others, in
any and all capacities, to sign, execute, and file with the Securities and
Exchange Commission and any state securities regulatory board or commission any
documents relating to the proposed issuance and registration of the securities
offered pursuant to this Registration Statement on Form S-8 under the Securities
Act of 1933, as amended, including any amendment or amendments relating thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done.
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities and on the date indicated.
Signatures Title Date
- ---------- ----- ------
/s/ Alan H. Goldfield Chairman of the Board and Chief
- ------------------------- Executive Officer March 14, 1997
Alan H. Goldfield (Principal Executive Officer)
/s/ Richard M. Gozia President, Chief Operating March 14, 1997
- ------------------------- Officer and Director
Richard M. Gozia
/s/ Evelyn Henry Miller Vice President - Corporate March 14, 1997
- ------------------------- Controller
Evelyn Henry Miller (Principal Accounting Officer)
/s/ Michael S. Hedge Vice President - Wholesale March 14, 1997
- ------------------------- Sales and Director
Michael S. Hedge
/s/ Daniel T. Bogar Vice President - South American March 14, 1997
- ------------------------- Operations and Director
Daniel T. Bogar
/s/ James L. Johnson Director March 14, 1997
- -------------------------
James L. Johnson
/s/ Sheldon I. Stein Director March 14, 1997
- -------------------------
Sheldon I. Stein
/s/ John T. Stupka Director March 14, 1997
- -------------------------
John T. Stupka
/s/ Terry S. Parker Director March 14, 1997
- -------------------------
Terry S. Parker
/s/ Mark Q. Huggins Senior Vice President - March 14, 1997
- ------------------------- Administration, Chief Financial
Mark Q. Huggins Officer and Treasurer
(Principal Financial Officer)
II-7
<PAGE>
INDEX TO EXHIBITS
-----------------
Description of Exhibit
----------------------
4.1 Specimen Common Stock Certificate of CellStar Corporation. (1)
4.2 Amended and Restated Certificate of Incorporation of CellStar
Corporation. (2)
4.3 Amended and Restated Bylaws of CellStar Corporation. (3)
5.1 Opinion of Haynes and Boone, L.L.P. with respect to validity of
issuance of securities. (5)
23.1 Consent of KPMG Peat Marwick LLP. (5)
23.2 Consent of Haynes and Boone, L.L.P. (included in its opinion filed as
Exhibit 5.1 to this Registration Statement). (5)
24.1 Power of Attorney (appearing on page II-6 of this Registration
Statement). (5)
99.1 CellStar Corporation 1993 Amended and Restated Long-Term Incentive
Plan. (4)
99.2 Nonqualified Stock Option Agreement, dated May 24, 1996, by and
between the CellStar Corporation and Richard M. Gozia (5)
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(1) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended November 30, 1995, and incorporated herein by
reference.
(2) Previously filed as an exhibit to the Company's Quarterly Report on Form 10-
Q for the quarterly period ended August 31, 1995, and incorporated herein by
reference.
(3) Previously filed as an exhibit to the Company's Quarterly Report on Form 10-
Q for the quarterly period ended February 29, 1996, and incorporated herein
by reference.
(4) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended November 30, 1996, and incorporated herein by
reference.
(5) Filed herewith.
<PAGE>
EXHIBIT 5.1
March 14, 1997
CellStar Corporation
1730 Briercroft Drive
Carrollton, Texas 75006
Re: CellStar Corporation
Ladies and Gentlemen:
We have acted as counsel to CellStar Corporation, a Delaware corporation
(the "Company"), in connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, relating
to the registration of 1,550,000 shares of Common Stock, par value $.01 per
share (the "Common Stock"), of the Company that have been or may be issued
pursuant to the CellStar Corporation 1993 Amended and Restated Long-Term
Incentive Plan (the "Plan") and pursuant to that certain Stock Option Agreement
dated May 24, 1996, between the Company and Richard M. Gozia (the "Option
Agreement"). The law covered by the opinions expressed herein is limited to the
Federal law of the United States of America and the General Corporation Law of
the State of Delaware.
In connection therewith, we have examined (i) the Amended and Restated
Certificate of Incorporation and the Bylaws of the Company, each as amended;
(ii) minutes and records of the corporate proceedings of the Company with
respect to the adoption of the Plan and the granting of stock options thereunder
and the approval of the Option Agreement; (iii) the Plan; (iv) the Option
Agreement; (v) such other documents as we have deemed necessary for the
expression of the opinions contained herein.
In making the foregoing examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies. Furthermore, we have assumed that the purchase
price of all
<PAGE>
CellStar Corporation
March 14, 1997
Page 2
shares of Common Stock that may be issued under the Plan will equal or exceed
the par value per share of the Common Stock. As to questions of fact material
to this opinion, where such facts have not been independently established, and
as to the content and form of the Amended and Restated Certificate of
Incorporation, Bylaws, minutes, records, resolutions and other documents or
writings of the Company, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or directors of
the Company and upon documents, records and instruments furnished to us by the
Company, without independent check or verification of their accuracy.
Based upon the foregoing, and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the shares of
Common Stock covered by the Registration Statement, which have been or may be
issued from time to time pursuant to awards made in accordance with the terms of
the Plan and the Option Agreement have been duly authorized for issuance by the
Company, and, when so issued in accordance with the terms and conditions of the
Plan and the related award agreements and the Option Agreement, have been or
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
reference to our firm under the caption, "Item 5. Interests of Named Experts
and Counsel" in the Registration Statement.
Very truly yours,
Haynes and Boone, L.L.P.
<PAGE>
EXHIBIT 23.1
Independent Auditors' Consent
-----------------------------
The Board of Directors and Stockholders
CellStar Corporation:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Dallas, Texas
March 14, 1997
<PAGE>
EXHIBIT 99.2
NONQUALIFIED STOCK OPTION AGREEMENT
-----------------------------------
CELLSTAR CORPORATION
--------------------
This Stock Option Agreement (this Agreement") is entered into by and
between CellStar Corporation, a Delaware corporation (the "Company"), and
Richard M. Gozia (the "Optionee"). The Company and the Optionee agree as
follows:
1. Grant of Option. Pursuant to a duly adopted resolution of the
---------------
Compensation Committee (the "Committee") of the Board of Directors (the "Board")
of the Company, the Company grants to the Optionee an option (the "Stock
Option") to purchase from the Company a total of 50,000 shares (the "Optioned
Shares") of Common Stock of the Company at $10.50 per share (being the fair
-------
market value per share of the Common Stock on this date of grant), in the
amounts, during the periods, and upon the terms and conditions set forth herein.
The date of grant of this Stock Option is May 24, 1996 (the "Date of Grant").
This Stock Option is not intended to qualify as an "incentive stock option"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
2. Interpretation. To the extent permitted by applicable law, this
--------------
Stock Option shall be interpreted by reference to the Company's 1993 Amended and
Restated Long-Term Incentive Plan (the "1993 Plan"), the terms and conditions of
which are incorporated herein by reference; however, unless specifically
permitted by the Committee, the terms of the 1993 Plan shall not be considered
an enlargement of any benefits under this Agreement. CAPITALIZED TERMS USED AND
NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE
1993 PLAN. This Stock Option is subject to any rules promulgated pursuant to the
1993 Plan by the Board or the Committee and communicated to the Optionee in
writing. Notwithstanding the foregoing, the parties acknowledge that this Stock
Option has not been granted under the 1993 Plan.
3. Vesting: Time of Exercise. Except as specifically provided in this
-------------------------
Agreement and subject to certain restrictions and conditions set forth in the
1993 Plan, this Stock Option may be exercised, in whole or in part, in
accordance with the following schedule:
Percentage
Exercisable Period
----------- ------
0% Immediately
25% On and after the first anniversary of the Date of Grant
50% On and after the second anniversary of the Date of Grant
75% On and after the third anniversary of the Date of Grant
100% On and after the fourth anniversary of the Date of Grant
Notwithstanding the above vesting schedule, in the event that the
------------------------------------------
Optionee's employment is terminated Without Cause or for Company Breachor as a
result of a Change in Control, this Stock Option shall become immediately
exercisable with respect to 100% of the Optioned Shares. The phrases
"Without Cause" and "Company Breach" and "Change in Control" shall
<PAGE>
have the meanings assigned to them in the Optionee's Employment Agreement with
the Company dated as of even date herewith (the "Employment Agreement").
The unexercised portion of this Stock Option from one annual period
may be carried over to a subsequent annual period or periods, and the right of
the Optionee to exercise the Stock Option as to such unexercised portion shall
continue for the entire term. In no event may the Stock Option be exercised in
whole or in part, however, after the expiration of the term set forth in Section
4 below.
4. Term: Forfeiture. This Stock Option, and all unexercised Optioned
----------------
Shares granted to the Optionee hereunder, will terminate and be forfeited at the
first of the following to occur:
(a) 5 p.m. on May 23, 2006;
(b) 5 p.m. on the date which is twelve (12) months following
the Optionee's Termination of Service due to death or Disability (as
defined in the Employment Agreement);
(c) 5 p.m. on the date which is three (3) months following the
Optionee's Termination of Service due to Retirement; or
(d) 5 p.m. on the 30th day after the day of any other
Termination of Service.
In the event of the Optionee's Termination of Service under
subsections (b),(c) or (d) above, the Stock Option will be exercisable, for the
periods indicated, only to the extent that it has vested (pursuant to Section 3
above) as of the date of Termination of Service.
5. Who May Exercise. Subject to the terms and conditions set forth in
----------------
Sections 3 and 4 above and the following sentence, during the lifetime of the
Optionee, unless transferred pursuant to a qualified domestic relations order
(see Section 8, below), this Stock Option may be exercised only by the Optionee.
In the event of the Optionee's Termination of Service as a result of death or
Disability prior to the termination date specified in Section 4(a) hereof, the
following persons may exercise this Stock Option (to the extent it is
exercisable on the date of Termination of Service) on behalf of the Optionee at
any time prior to the earlier of the dates specified in Sections 4(a) or (b)
hereof: (i) if the Optionee is disabled, the legal representative of the
Optionee; or (ii) if the Optionee dies, the personal representative of his
estate, or the person who acquires the right to exercise this Stock Option by
bequest or inheritance or by reason of the death of the Optionee; provided that
this Stock Option shall remain subject to the other terms of this Agreement, the
1993 Plan, and applicable laws, rules, and regulations.
6. Restrictions. This Stock Option may be exercised only with respect
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to full shares, and no fractional share of stock shall be issued.
7. Manner of Exercise. Subject to such administrative regulations as
------------------
the Board or the Committee may from time to time adopt, this Stock Option may be
exercised by the delivery
<PAGE>
of written notice to the Committee setting forth the number of shares of Common
Stock with respect to which the Stock Option is to be exercised and the date of
exercise thereof (the "Exercise Date"), which shall be at least three (3) days
after giving such notice, unless an earlier time shall have been mutually agreed
upon. On the Exercise Date, the Optionee shall deliver to the Company
consideration with a value equal to the total Option Price of the shares to be
purchased, payable as follows: (a) cash, certified check, bank draft, or money
order payable to the order of the Company, (b) Common Stock (including
Restricted Stock), valued at its Fair Market Value on the Exercise Date, (c) by
delivery (including by FAX) to the Company or its designated agent of an
executed irrevocable option exercise form together with irrevocable instructions
from the Optionee to a broker or dealer, reasonably acceptable to the Company,
to sell certain of the shares of Common Stock purchased upon exercise of the
Stock Option or to pledge such shares as collateral for a loan and promptly
deliver to the Company the amount of sale or loan proceeds necessary to pay such
purchase price, and/or (d) in any other form of payment that is acceptable to
the Committee in its sole discretion. In the event that shares of Restricted
Stock are tendered as consideration for the exercise of the Stock Option, a
number of shares of Common Stock issued upon the exercise of the Stock Option,
equal to the number of shares of Restricted Stock used as consideration
therefor, shall be subject to the same restrictions as the Restricted Stock so
submitted.
Upon payment of all amounts due from the Optionee, the Company shall
cause certificates for the Optioned Shares then being purchased to be delivered
to the Optionee (or the person exercising the Optionee's Stock Option in the
event of his death) at its principal business office within ten (10) business
days after the Exercise Date. The obligation of the Company to deliver shares of
Common Stock shall, however, be subject to the condition that if at any time the
Committee shall determine in its discretion that the listing, registration, or
qualification of the Stock Option or the Optioned Shares upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the Stock Option or the issuance or purchase of shares of
Common Stock thereunder, then the Stock Option may not be exercised in whole or
in part unless such listing, registration, qualification, consent, or approval
shall have been effected or obtained free of any conditions not acceptable to
the Committee.
If the Optionee fails to pay for any of the Optioned Shares specified
in such notice or fails to accept delivery thereof, then the Optionee's right to
purchase such Optioned Shares may be terminated by the Company.
8. Non-Assignability. This Stock Option is not assignable or
-----------------
transferable by the Optionee except (i) by will or by the laws of descent and
distribution or (ii) pursuant to the terms of a qualified domestic relations
order (as defined in Section 411(a)(13) of the Code or Section 206(d)(3) of the
Employee Retirement Income Act of 1974, as amended).
9. Rights as Stockholder. The Optionee will have no rights as a
---------------------
stockholder with respect to any shares covered by this Stock Option until the
issuance of a certificate or certificates to the Optionee for the shares. Except
as otherwise provided in Section 10 hereof, no adjustment shall be made for
dividends or other rights for which the record date is prior to the issuance of
such certificate or certificates.
<PAGE>
10. Adjustment of Number of Shares and Related Matters. The number of
--------------------------------------------------
shares of Common Stock covered by this Stock Option, and the Option Price
thereof, shall be subject to adjustment in accordance with Article 13 of the
----------
1993 Plan.
11. Optionee's Representations. Notwithstanding any of the provisions
--------------------------
hereof, the Optionee hereby agrees that he will not exercise the Stock Option
granted hereby, and that the Company will not be obligated to issue any shares
to the Optionee hereunder, if the exercise thereof or the issuance of such
shares shall constitute a violation by the Optionee or the Company of any
provision of any law or regulation of any governmental authority. Any
determination in this connection by the Committee shall be final, binding, and
conclusive. The obligations of the Company and the rights of the Optionee are
subject to all applicable laws, rules, and regulations.
12. Investment Representation. Unless the Common Stock is issued to
-------------------------
him in a transaction registered under applicable federal and state securities
laws, by his execution hereof, the Optionee represents and warrants to the
Company that all Common Stock which may be purchased hereunder will be acquired
by the Optionee for investment purposes for his own account and not with any
intent for resale or distribution in violation of federal or state securities
laws. Unless the Common Stock is issued to him in a transaction registered under
the applicable federal and state securities laws, all certificates issued with
respect to the Common Stock shall bear an appropriate restrictive investment
legend. The Company agrees to register the issuance of Common Stock to the
Optionee pursuant to this Stock Option as soon as is practicable, but in no
event later than the first anniversary of the Date of Grant.
13. Optionee's Acknowledgments. The Optionee acknowledges receipt of
--------------------------
a copy of the 1993 Plan and represents that he is familiar with the terms and
provisions thereof, and hereby accepts this Option subject to all the terms and
provisions thereof. The Optionee hereby agrees to accept as binding, conclusive,
and final all decisions or interpretations of the Board and/or the Committee
upon any questions arising under this Agreement.
14. Law Governing. This Agreement shall be governed by, construed,
-------------
and enforced in accordance with the laws of the State of Texas (excluding any
conflict of laws rule or principle of Texas law that might refer the governance,
construction, or interpretation of this agreement to the laws of another state).
15. No Right to Continue Employment. Nothing herein shall be
-------------------------------
construed to confer upon the Optionee the right to continue in the employment of
the Company or any Subsidiary or interfere with or restrict in any way the right
of the Company or any Subsidiary to discharge the Optionee at any time (subject
to any contract rights of the Participant).
16. Legal Construction. In the event that any one or more of the
------------------
terms, provisions, or agreements that are contained in this Agreement shall be
held by a Court of competent jurisdiction to be invalid, illegal, or
unenforceable in any respect for any reason, the invalid, illegal, or
unenforceable term, provision or agreement shall not affect any other term,
provision, or agreement that is contained in this Agreement and this Agreement
shall be
<PAGE>
construed in all respects as if the invalid, illegal, or unenforceable term,
provision, or agreement had never been contained herein.
17. Covenants and Agreements as Independent Agreements. Each of the
--------------------------------------------------
covenants and agreements that is set forth in this Agreement shall be construed
as a covenant and agreement independent of any other provision of this
Agreement. The existence of any claim or cause of action of the Optionee against
the Company, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by the Company of the covenants and
agreements that are set forth in this Agreement.
18. Entire Agreement. This Agreement supersedes any and all other
----------------
prior understandings and agreements, either oral or in writing, between the
parties with respect to the subject matter hereof and constitute the sole and
only agreements between the parties with respect to the said subject matter. All
prior negotiations and agreements between the parties with respect to the
subject matter hereof are merged into this Agreement. Each party to this
Agreement acknowledges that no representations, inducements, promises, or
agreements, orally or otherwise, have been made by any party or by anyone acting
on behalf of any party, which are not embodied in this Agreement and that any
agreement, statement or promise that is not contained in this Agreement shall
not be valid or binding or of any force or effect.
19. Parties Bound. The terms, provisions, representations,
-------------
warranties, covenants, and agreements that are contained in this Agreement shall
apply to, be binding upon, and inure to the benefit of the parties and their
respective heirs, executors, administrators, legal representatives, and
permitted successors and assigns.
20. Modification. No change or modification of this Agreement shall
------------
be valid or binding upon the parties unless the change or modification is in
writing and signed by the parties. Notwithstanding the preceding sentence, the
Company may amend the 1993 Plan to the extent permitted in the 1993 Plan.
21. Headings. The headings that are used in this Agreement are used
--------
for reference and convenience purposes only and do not constitute substantive
matters to be considered in construing the terms and provisions of this
Agreement.
22. Gender and Number. Words of any gender used in this Agreement
-----------------
shall be held and construed to include any other gender, and words in the
singular number shall be held to include the plural, and vice versa, unless the
context requires otherwise.
23. Notice. Any notice required or permitted to be delivered
------
hereunder shall be deemed to be delivered only when actually received by the
Company or by the Participant, as the case may be, at the addresses set forth
below, or at such other addresses as they have theretofore specified by written
notice delivered in accordance herewith:
<PAGE>
(A) Notice to the Company shall be addressed and delivered as
follows:
CELLSTAR CORPORATION
1730 BRIERCROFT COURT
CARROLLTON, TEXAS 75006
ATTENTION: GENERAL COUNSEL
(B) Notice to the Optionee shall be addressed and delivered as
follows:
RICHARD M. GOZIA
5815 Belmont
Dallas, Texas 75206
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer, and the Optionee, to evidence his consent and
approval of all the terms hereof, has duly executed this Agreement, as of the
24th day of May, 1996.
CELLSTAR CORPORATION
By: /s/ ELAINE F. RODRIQUEZ
-----------------------------------------
Title: VICE PRESIDENT
--------------------------------------
OPTIONEE:
/s/ RICHARD M. GOZIA
--------------------------------------------
RICHARD M. GOZIA
