<PAGE>
REGISTRATION STATEMENT No.333-23381,
FILED PURSUANT TO RULES 424(b)(3) AND 424(c)
CELLSTAR CORPORATION
SUPPLEMENT TO PROSPECTUS DATED
MARCH 14, 1997
With respect to the Prospectus covering 2,009,332 shares of Common
Stock of CellStar Corporation filed with the Form S-8 Registration Statement
No.333-23381:
The table on pages 3 and 4 of such Prospectus is hereby amended in its
entirety with the following disclosure, reflecting information as of May 2,
1997, as follows:
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
A. S. Horng Vice Chairman, Chief 1,077,189(3) 77,189 1,000,000(3)
Executive Officer, President (5.2%)
and General Manager of
CellStar (Asia) Corporation,
Ltd.
Mark Q. Huggins Senior Vice President - 40,000 40,000 0*
Administration, Chief
Financial Officer and
Treasurer
Daniel T. Bogar Vice President-Latin 62,433 59,793 2,640*
American Operations and
Director
Michael S. Hedge Vice President - U.S. Wholesale 59,793 59,793 0*
Sales
Timothy L. Maretti Vice President 30,000 30,000 0*
</TABLE>
<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 10,000 10,000 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 May 2, 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 granted to Mr. Alan H.
Goldfield by Mr. A. S. Horng, which proxy gives Mr. Goldfield the
right to vote such shares.
Information relating to any additional Selling Stockholders will be
provided by Prospectus Supplement.
The date of this Prospectus Supplement is May 5, 1997.
-2-
