<PAGE>
As filed with the Securities and Exchange Commission on October 3, 1997.
Registration No. 333-23381
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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.
<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
2,960,860 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 2,960,860 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 October 1, 1997, the last reported sale price of the Common Stock, as quoted
by the NASDAQ/NMS was $47.50 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. 333-23381 (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
3,150,000 shares of Common Stock (as adjusted to give effect to a three-for-two
Common Stock split distributed in the form of a stock dividend on June 17, 1997)
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 October 3, 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 and information statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy and information 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 Commission
also maintains a Web site on the Internet at http://www.sec.gov where such
reports, proxy and information statements and other information may be accessed
electronically.
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) Form 10-Q/A, Amendment No. 1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended August 31, 1996, filed
December 6, 1996;
(ii) Current Report on Form 8-K dated December 30, 1996, filed
January 3, 1997;
(iii) Annual Report on Form 10-K for the fiscal year ended November
30, 1996, as amended by Form 10-K/A, Amendment No. 1, filed
July 10, 1997;
(iv) Form 10-Q/A, Amendment No. 2 to the Company's Quarterly Report
on Form 10-Q for the quarter ended August 31, 1996, filed March
28, 1997;
(v) Quarterly Report on Form 10-Q for the quarter ended February
28, 1997;
(vi) Quarterly Report on Form 10-Q for the quarter ended May 31,
1997;
(vii) Current Report on Form 8-K dated September 25, 1997, filed
September 26, 1997; and
(viii) 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 10,313,055(3) 469,305 9,843,750(3)
Chairman of the Board (33.7%)
Richard M. Gozia President, Chief Operating 300,000 300,000 0*
Officer and Director
A.S. Horng Vice Chairman, Chief 1,300,784(3) 115,784 1,185,000(3)
Executive Officer, (4.1%)
President and General
Manager of CellStar (Asia)
Corporation, Ltd.
Mark Q. Huggins Senior Vice President - 60,000 60,000 0*
Administration, Chief Financial
Officer and Treasurer
Daniel T. Bogar Vice President - Latin 58,411(4) 56,251 2,160(4)*
American Operations and
Director
Michael S. Hedge Vice President - U.S. Wholesale 56,251 56,251 0*
Sales
Timothy L. Maretti Vice President 37,501 37,501 0*
</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 53,925 53,625 300*
Counsel and Secretary
Richard L. White Vice President and Chief 15,000 15,000 0*
Information Officer
Evelyn Henry Miller Vice President - Corporate 20,625 20,625 0*
Controller
James L. Johnson Director 15,000 3,750 11,250*
Terry S. Parker Director 3,750 3,750 0*
Sheldon I. Stein Director 18,750 3,750 15,000*
John T. Stupka Director 3,750 3,750 0*
</TABLE>
- ----------------------
* Indicates shares held are less than 1% of class.
(1) Based on ownership as of October 2, 1997. Includes Shares to be acquired
upon exercise of options granted under the Plans (as set forth under the
column heading "Shares Available to be Offered for Selling Stockholder's
Account Upon Exercise"), 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 1,185,000 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.
(4) Includes 1,020 shares held by Mr. Bogar's spouse.
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 be 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 2,960,860
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 Information............. 2
Incorporation of Certain
Information by Reference......... 2 ----------------
Use of Proceeds................... 3
Selling Stockholders.............. 3 PROSPECTUS
Plan of Distribution.............. 4
Legal Matters..................... 5 ----------------
Experts........................... 5
Indemnification................... 5 October 3, 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) Form 10-Q/A, Amendment No. 1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended August 31, 1996, filed
December 6, 1996;
(ii) Current Report on Form 8-K dated December 30, 1996, filed
January 3, 1997;
(iii) Annual Report on Form 10-K for the fiscal year ended November
30, 1996, as amended by Form 10-K/A, Amendment No. 1, filed
July 10, 1997;
(iv) Form 10-Q/A, Amendment No. 2 to the Company's Quarterly Report
on Form 10-Q for the quarter ended August 31, 1996, filed March
28, 1997;
(v) Quarterly Report on Form 10-Q for the quarter ended February 28,
1997;
(vi) Quarterly Report on Form 10-Q for the quarter ended May 31,
1997;
(vii) Current Report on Form 8-K dated September 25, 1997, filed
September 26, 1997; and
(viii) 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)
4.4 - Rights Agreement, dated as of December 30, 1996, by and between
CellStar Corporation and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent ("Rights Agreement"). (4)
4.5 - First Amendment to Rights Agreement, dated as of June 18, 1997. (5)
4.6 - Form of Certificate of Designation, Preferences and Rights of
Series A Preferred Stock of CellStar Corporation. (4)
4.7 - Form of Rights Certificate. (4)
4.8 - Certificate of Correction to Certificate of Designation,
Preferences and Rights of Series A Preferred Stock of CellStar
Corporation. (5)
5.1 - Opinion of Haynes and Boone, L.L.P. with respect to validity of
issuance of securities. (7)
23.1 - Consent of KPMG Peat Marwick LLP. (8)
23.2 - Consent of Haynes and Boone, L.L.P. (included in its opinion filed
as Exhibit 5.1 to this Registration Statement). (7)
24.1 - Power of Attorney.
99.1 - CellStar Corporation 1993 Amended and Restated Long-Term Incentive
Plan (as amended through April 21, 1997). (6)
99.2 - Nonqualified Stock Option Agreement, dated May 24, 1996, by and
between CellStar Corporation and Richard M. Gozia (7)
- ------------------------
(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 Registration Statement on
Form 8-A (File No. 000-22972) and incorporated herein by reference.
(5) Previously filed as an exhibit to the Company's Registration Statement on
Form 8-A/A, Amendment No. 1 (File No. 000-22972), filed June 30, 1997, and
incorporated herein by reference.
(6) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended May 31, 1997, and incorporated herein by
reference.
(7) Previously filed.
(8) 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 Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Carrollton, State of Texas, on the 3rd day of
October, 1997.
CELLSTAR CORPORATION
By: /s/ Alan H. Goldfield
------------------------------------
Alan H. Goldfield
Chairman of the Board and
Chief Executive Officer
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to 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 October 3, 1997
Alan H. Goldfield (Principal Executive Officer)
Richard M. Gozia* President, Chief Operating October 3, 1997
- ------------------------- Officer and Director
Richard M. Gozia
Mark Q. Huggins* Senior Vice President - October 3, 1997
- ------------------------- Administration, Chief Financial
Mark Q. Huggins Officer and Treasurer
(Principal Financial Officer)
Evelyn Henry Miller* Vice President - Corporate October 3, 1997
- ------------------------- Controller
Evelyn Henry Miller (Principal Accounting Officer)
Michael S. Hedge* Vice President - U.S. Wholesale October 3, 1997
- ------------------------- Sales
Michael S. Hedge
Daniel T. Bogar* Vice President - Latin American October 3, 1997
- --------------------- Operations and Director
Daniel T. Bogar
James L. Johnson* Director October 3, 1997
- -------------------------
James L. Johnson
Sheldon I. Stein* Director October 3, 1997
- -------------------------
Sheldon I. Stein
John T. Stupka* Director October 3, 1997
- -------------------------
John T. Stupka
Terry S. Parker* Director October 3, 1997
- -------------------------
Terry S. Parker
*By: /s/ Alan H. Goldfield
---------------------
Alan H. Goldfield
Attorney-in-Fact
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)
4.4 - Rights Agreement, dated as of December 30, 1996, by and between
CellStar Corporation and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent ("Rights Agreement"). (4)
4.5 - First Amendment to Rights Agreement, dated as of June 18, 1997. (5)
4.6 - Form of Certificate of Designation, Preferences and Rights of
Series A Preferred Stock of CellStar Corporation. (4)
4.7 - Form of Rights Certificate. (4)
4.8 - Certificate of Correction to Certificate of Designation,
Preferences and Rights of Series A Preferred Stock of CellStar
Corporation. (5)
5.1 - Opinion of Haynes and Boone, L.L.P. with respect to validity of
issuance of securities. (7)
23.1 - Consent of KPMG Peat Marwick LLP. (8)
23.2 - Consent of Haynes and Boone, L.L.P. (included in its opinion filed
as Exhibit 5.1 to this Registration Statement). (7)
24.1 - Power of Attorney. (7)
99.1 - CellStar Corporation 1993 Amended and Restated Long-Term Incentive
Plan (as amended through April 21, 1997). (6)
99.2 - Nonqualified Stock Option Agreement, dated May 24, 1996, by and
between CellStar Corporation and Richard M. Gozia (7)
- ------------------------
(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 Registration Statement on
Form 8-A (File No. 000-22972) and incorporated herein by reference.
(5) Previously filed as an exhibit to the Company's Registration Statement on
Form 8-A/A, Amendment No. 1 (File No. 000-22972), filed June 30, 1997, and
incorporated herein by reference.
(6) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended May 31, 1997, and incorporated herein by
reference.
(7) Previously filed.
(8) Filed herewith.
<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
October 3, 1997
