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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.1)
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)
Hong An Hsien
509-510, 5th. Floor, Block B.
Sing Tau Building, 1 Wang Kwong Road
Kowloon Bay, Kowloon, Hong Kong
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 8, 1997
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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 / /.
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 9 Pages
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SCHEDULE 13D/A
CUSIP No. 150925105 Page 2 of 9 Pages
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(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
Hong An Hsien
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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*
OO
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(5) Check 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
Taiwan, ROC
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Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
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(9) Sole Dispositive Power
1,227,659
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,227,659
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
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(13) Percent of Class Represented by Amount in Row (11)
4.2%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 150925105 13D/A Page 3 of 9 Pages
Pursuant to Rule 13d-2(c) of the Act, the Schedule 13D is being amended and
restated in its entirety.
ITEM 1. SECURITY AND ISSUER.
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.
(a) Name: Hong An Hsien ("Mr. Hong").
(b) Business Address: 509-510, 5th. Floor, Block B., Sing Tau Building,
1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong.
(c) Mr. Hong's principal occupation is Vice Chairman, Chief Executive
Officer, President and General Manager of CellStar (Asia) Corporation,
Limited ("CellStar Asia"). The address of CellStar Asia is 509-510,
5th. Floor, Block B., Sing Tao Building, 1 Wang Kwong Road, Kowloon
Bay, Kowloon, Hong Kong.
(d) Mr. Hong has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) Mr. Hong has not, during the last five years, 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.
(f) Mr. Hong is a citizen of Taiwan, Republic of China.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 20, 1997, the Company's Board of Directors declared a three-for-two
Common Stock split payable in the form of a 50% stock dividend (the "June 1997
Split"). Such stock dividend was distributed on June 17, 1997, to stockholders
of record on June 2, 1997. As a result, Mr.Hong's beneficial ownership has
correspondingly increased, and the exercise prices of Mr. Hong's stock options
discussed below have correspondingly decreased.
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CUSIP No. 150925105 13D/A Page 4 of 9 Pages
Pursuant to an Exchange Agreement, dated as of June 2, 1995 (the "Exchange
Agreement"), by and between Mr. Alan H. Goldfield and Mr. Hong, Mr. Hong
acquired 1,000,000 shares of Common Stock (1,500,000 shares after the June 1997
Split). Mr. Hong acquired such shares (along with U.S. $1,000,000) in exchange
for 1,499,999 shares of the Voting Stock, par value Hong Kong $1.00, of CellStar
Asia (which represented 50.0% of the issued and outstanding shares of such
entity) and 25,000 ordinary shares, par value Singapore $1.00 of CellStar
Pacific PTE LTD (which represented 5.0% of the issued and outstanding shares of
such entity).
On January 10, 1996, Mr. Hong was granted options to purchase 25,000 shares
of Common Stock at an exercise price per share of $22.75 (adjusted to 37,500
shares at an exercise price of $15.167 per share to reflect the June 1997
Split). Such options were granted pursuant to the Company's 1993 Amended and
Restated Long-Term Incentive Plan (the "1993 Plan") and began vesting annually
with respect to 25% of the shares covered thereby on January 10, 1997.
Therefore, Mr. Hong is deemed to beneficially own 9,375 of the shares of Common
Stock subject to such options.
On January 16, 1996, Mr. Hong was granted options to purchase 22,189 shares
of Common Stock at an exercise price per share of $22.50 (adjusted to 33,284
shares at an exercise price of $15.00 per share to reflect the June 1997 Split).
Such options were granted pursuant to the 1993 Plan and were fully exercisable
on the date of grant. Therefore, Mr. Hong is deemed to beneficially own 33,284
of the shares of Common Stock subject to such options. The options disclosed in
this Item 3 are collectively referred to herein as the "Employee Options."
ITEM 4. PURPOSE OF THE TRANSACTION.
The Employee Options were granted to Mr. Hong pursuant to the terms of the
1993 Plan. Mr. Hong 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. Hong 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. The sales disclosed in Item 5 below were made to provide for
liquidity. Depending on market conditions, Mr. Hong is currently contemplating
additional sales of Common Stock for the same purposes. Except as set forth in
this Item 4, Mr. Hong 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.
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CUSIP No. 150925105 13D/A Page 5 of 9 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Hong beneficially owns an aggregate of 1,227,659 shares, or
approximately 4.2%, of the Common Stock of the Company. Mr. Hong beneficially
owns 42,659 of such shares through his ownership of the Employee Options.
(b) Mr. Hong does not currently possess sole or shared voting power with
respect to any shares of Common Stock. Mr. Hong possesses sole dispositive
power with respect to 1,227,659 shares of Common Stock.
(c) Over the period of time from July 1, 1997, through July 16, 1997, Mr.
Hong disposed of direct ownership of 315,000 shares of Common Stock through open
market sales as follows:
NUMBER OF PROCEEDS PER
DATE SHARES SOLD SHARES
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7/1/97 25,000 $32.00
7/2/97 25,000 $32.00
7/3/97 2,500 $32.25
7/3/97 47,500 $32.00
7/8/97 15,000 $32.50
7/8/97 12,500 $32.4375
7/8/97 12,500 $32.375
7/8/97 25,000 $32.625
7/8/97 10,000 $32.5625
7/9/97 10,000 $32.375
7/9/97 5,000 $32.375
7/10/97 22,500 $32.625
7/10/97 2,500 $32.75
7/10/97 25,000 $32.75
7/11/97 20,000 $33.00
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CUSIP No. 150925105 13D/A Page 6 of 9 Pages
NUMBER OF PROCEEDS PER
DATE SHARES SOLD SHARES
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7/11/97 20,000 $33.50
7/11/97 20,000 $33.50
7/14/97 10,000 $33.50
7/16/97 5,000 $33.50
Except as set forth in Item 3 above and this Item 5, no transactions
in the Common Stock were effected by Mr. Hong during the last 60 days or since
the most recent filing on Schedule 13D, whichever is less.
(d) Not applicable.
(e) On July 3, 1997, Mr. Hong ceased to be the beneficial owner of more
than 5.0% of the Common Stock of the Company.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As further discussed in Item 3 above, on June 2, 1995, Mr. Hong acquired
1,000,000 (1,500,000 as a result of the June 1997 Split) shares of Common Stock
(the "Exchange Shares") pursuant to the Exchange Agreement. Mr. Hong has
granted a revocable proxy (the "Proxy") to Mr. Goldfield with respect to the
Exchange Shares. The Proxy authorizes Mr. Alan H. Goldfield to represent
Mr. Hong and to vote all of the Exchange Shares at any and all meetings of
stockholders of the Company and in any consent of stockholders in writing. The
Proxy may be revoked by Mr. Hong upon 90 days' written notice.
Pursuant to a Registration Rights Agreement dated June 2, 1995 (the
"Registration Rights Agreement"), between Mr. Hong and the Company, Mr. Hong has
certain registration rights with respect to the Exchange Shares. Mr. Hong may
request that any or all of the Exchange Shares be included in one registration
statement proposed to be filed by the Company pursuant to the Securities Act of
1933, as amended. If the Company is not able to include in any such
registration statement all of the Exchange Shares that Mr. Hong has requested be
registered, then Mr. Hong may participate in future registration statements
until he has participated in one registration statement in which he is not
requested to reduce the number of Exchange Shares for which he requests
registration. Mr. Hong must pay his pro rata share of offering expenses and
transfer taxes, and underwriting discounts and selling commissions, if any, and
the
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CUSIP No. 150925105 13D/A Page 7 of 9 Pages
fees of his own counsel in connection with the registration of any of the
Exchange Shares.
As further discussed in Item 3 above, Mr. Hong was granted the Employee
Options pursuant to the terms of the 1993 Plan.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
7.1 Form of Exchange Agreement dated as of June 2, 1995, by and between
Mr. Hong and Mr. Goldfield.*
7.2 Form of Revocable Proxy dated July 22, 1995, given by Mr. Hong to
Mr. Goldfield.**
7.3 Form of Registration Rights Agreement dated as of June 2, 1995, by and
between Mr. Hong and the Company.*
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* Previously filed as an exhibit to Mr. Hong's Schedule 13D dated June 2, 1995.
** Filed herewith.
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CUSIP No. 150925105 13D/A Page 8 of 9 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: August 6, 1997
/s/ Hong An Hsien
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Hong An Hsien
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CUSIP No. 150925105 13D/A Page 9 of 9 Pages
EXHIBIT INDEX
Number Description
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7.1 Form of Exchange Agreement dated as of June 2, 1995, by
and between Mr. Hong and Mr. Goldfield.*
7.2 Form of Revocable Proxy dated July 22, 1997, given
by Mr. Hong to Mr. Goldfield.**
7.3 Form of Registration Rights Agreement dated as of June 2,
1995, among Mr. Hong and the Company.*
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* Previously filed as an exhibit to Mr. Hong's Schedule 13D filed June 2, 1995.
** Filed herewith.
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EXHIBIT 7.2
REVOCABLE
PROXY
CELLSTAR CORPORATION
CARROLLTON, TEXAS
The undersigned hereby appoints Alan H. Goldfield (the "Proxy"), with
full power of substitution, as proxy and hereby authorizes him to represent
and to vote all of the shares of Common Stock of CellStar Corporation, a
Delaware corporation (the "Company") identified below and any Common Stock
issued or issuable with respect to such shares of Common Stock by way of a
stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization, at any and
all meetings of stockholders and at any adjournments or postponements
thereof, or by consent in writing.
This proxy revokes all prior proxies given by the undersigned.
This proxy may be revoked by the undersigned upon 90 days' written
notice, which 90 day period shall commence when such notice is actually
received by both the Proxy and the Company. Unless the Proxy and the Company
have received written notice of such revocation, they shall rely on this
proxy to evidence the authority of Proxy to act as set forth herein.
Dated July 22, 1997.
/s/ A.S. Horng
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A.S. Horng
Shares Subject to this Proxy:
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Certificate Number: Number of Shares: Record Holder:
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0767 1,000,000 A. S. Horng
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