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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.5)
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
------------------------------------------------------
(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)
June 24, 1997
-------------------------------------------------------
(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 8 Pages
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SCHEDULE 13D/A
CUSIP No. 150925105 Page 2 of 8 Pages
- -------------------- -----------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan H. Goldfield
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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 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
United States
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| 7 SOLE VOTING POWER
|
| 11,046,250
|-----------------------------------------------------------------
NUMBER OF | 8 SHARED VOTING POWER
SHARES |
BENEFICIALLY | 0
OWNED BY |-----------------------------------------------------------------
EACH | 9 SOLE DISPOSITIVE POWER
REPORTING |
PERSON | 10,015,555
WITH |-----------------------------------------------------------------
| 10 SHARED DISPOSITIVE POWER
|
| 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,515,555
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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)
38.9%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 150925105 13D/A Page 3 of 8 Pages
Item 1. Security and Issuer.
- ------- --------------------
Not amended.
Item 2. Identity and Background.
- ------- ------------------------
The third sentence of Item 2 is hereby amended to read as follows:
Mr. Goldfield's principal occupation is Chairman of the Board and
Chief Executive Officer of the Company.
Item 3. Source and Amount of Funds and Other Consideration.
- ------- ---------------------------------------------------
Item 3 is hereby amended to add the following disclosure:
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. Goldfield's
beneficial ownership has correspondingly increased, and the exercise prices
of Mr. Goldfield's stock options have correspondingly decreased.
On March 14, 1995, Mr. Goldfield was granted an option (the "1995
Option") to purchase 250,000 shares of Common Stock at an exercise price of
$18.50 per share (adjusted to 375,000 shares at an exercise price of
$12.333 to reflect the June 1997 Split). Such option was granted pursuant
to the terms of the 1993 Option Plan. The terms of such option provide for
100% vesting on the tenth consecutive trading day on which the closing sale
price of the Common Stock equals or exceeds $35.00 per share (adjusted to
$23.333 to reflect the June 1997 Split) (the "Vesting Event"). The Vesting
Event occurred on June 25, 1997. As a result, Mr. Goldfield, is deemed to
beneficially own an additional 375,000 shares of Common Stock.
Item 4. Purpose of Transaction.
- ------- -----------------------
Item 4 is hereby amended in its entirety to read as follows:
The Employee Options and the 1995 Option 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. The
sales disclosed in Item 5 below were made to provide for liquidity and to
build a house. Depending on market conditions, Mr. Goldfield is currently
contemplating additional sales of Common Stock for the same purposes.
Except as set forth in this Item 4, Mr. Goldfield does not have any present
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CUSIP NO. 150925105 13D/A Page 4 of 8 Pages
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.
- ------- -------------------------------------
Item 5 is hereby amended in its entirety to read as follows:
(a) Mr. Goldfield beneficially owns an aggregate of 11,515,555 shares,
or approximately 38.9% of the Common Stock of the Company. Mr. Goldfield
beneficially owns 94,305 of such shares through his ownership of the
Employee Options and 375,000 of such shares through his ownership of the
1995 Option.
(b) Mr. Goldfield possesses sole voting power with respect to
11,046,250 shares of Common Stock and sole dispositive power with respect
to 10,015,555 shares of Common Stock.
Mr. Goldfield does not share voting or dispositive power with respect
to any shares of Common Stock.
(c) As described in more detail in Item 3 above, (i) Mr. Goldfield's
1995 Option vested on June 25, 1997 and (ii) Mr. Goldfield's beneficial
ownership has increased as a result of a three-for-two Common Stock split
payable in the form of a stock dividend.
Over the period of time from June 3, 1997, through July 2, 1997, Mr.
Goldfield disposed of direct ownership of 1,290,000 shares of Common Stock
through open market sales as follows (sale prices after the June 10, 1997,
reflect the June 1997 Split):
PROCEEDS
NUMBER OF PER
DATE SHARES SOLD SHARE
---- ----------- --------
6/3/97 15,000 $ 36.354
6/6/97 5,000 $ 36.00
6/9/97 5,000 $36.3125
6/9/97 12,500 $ 36.375
6/9/97 15,000 $ 36.25
6/9/97 5,000 $ 36.125
6/9/97 5,000 $ 36.00
6/10/97 15,000 $ 36.00
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CUSIP NO. 150925105 13D/A Page 5 of 8 Pages
PROCEEDS
NUMBER OF PER
DATE SHARES SOLD SHARE
---- ----------- --------
6/18/97 3,400 $ 24.875
6/18/97 11,600 $ 24.75
6/18/97 9,000 $ 25.00
6/18/97 1,000 $ 25.125
6/24/97 95,000 $ 26.018
6/24/97 20,000 $ 26.00
6/25/97 45,000 $ 26.625
6/25/97 205,000 $ 26.716
6/26/97 57,500 $ 30.125
6/26/97 65,000 $ 30.00
6/26/97 5,000 $ 30.25
6/27/97 625,000 $ 30.594
7/1/97 10,000 $ 32.00
7/2/97 60,000 $ 32.00
(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 (1,500,000 after the June 1997 split) Option I Shares owned
of record by Mr. Hong.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
- ------- ---------------------------------------------------------------------
to Securities of the Issuer.
----------------------------
Item 6 is hereby amended to delete the first and lasts paragraphs
thereof and to replace the second paragraph thereof with the following
disclosure:
As discussed in further detail in Item 3 above, on March 14, 1995,
Mr. Goldfield was granted the 1995 Option, and on January 16, 1996, Mr.
Goldfield was granted the Employee Options. Each of such options was
granted pursuant to the terms of the 1993 Option Plan.
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CUSIP NO. 150925105 13D/A Page 6 of 8 Pages
Item 7. Material to be Filed as Exhibits.
- ------ ---------------------------------
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: July 2, 1997
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
------ -----------
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.
