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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 25, 1997
CELLSTAR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-22972 75-2479727
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
1730 BRIERCROFT COURT, CARROLLTON, TEXAS 75006
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (972) 466-5000
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ITEM 5. OTHER EVENTS
On September 25, 1997, CellStar Corporation (the "Company") announced
that it planned to make a private offering of $100.0 million aggregate
principal amount of Convertible Subordinated Notes Due 2002 (the "Notes") in
reliance on Rule 144A and other registration exemptions under the Securities
Act of 1933, as amended (the "Act"). The Company will grant the initial
purchasers an option to purchase up to an additional $20.0 million aggregate
principal amount of Notes solely to cover over-allotments. The Notes will be
unsecured obligations and convertible into shares of common stock of the
Company at a fixed conversion price per share to be determined, subject to
certain adjustments. The Notes are redeemable by the Company at declining
redemption prices plus accrued and unpaid interest commencing in October 2000.
The Company stated that it will use the net proceeds of the offering to repay
certain indebtedness and intends to use any remaining net proceeds for working
capital and other general corporate purposes.
The entire text of the Company's press release is incorporated by
reference herein and a copy of the press release has been filed as an exhibit
to this report.
On September 24, 1997, the Company announced that it is currently
negotiating with a group of banks a new $125.0 million multicurrency revolving
credit facility (the "New Credit Facility"). The New Credit Facility will
replace the Company's existing $90.0 million revolving credit facility (the
"Revolving Credit Facility"), which matures in July 1998, will have a term of
approximately five years, will provide for borrowings and other credit
accommodations in a manner similar to the Revolving Credit Facility and will be
secured by substantially the same assets. Borrowings will initially bear
interest in a manner consistent with the Revolving Credit Facility, but at more
favorable rates. The Company expects to enter into the New Credit Facility
contemporaneously with the consummation of the offering of the Notes discussed
above.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99.1 Press Release dated September 25, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CELLSTAR CORPORATION
September 25, 1997 By /s/ MARK Q. HUGGINS
-----------------------------------
Mark Q. Huggins
Senior Vice President -- Administration,
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
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Exhibit Description
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99.1 Press release dated September 25, 1997
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EXHIBIT 99.1
Thursday September 25 6:00 AM EDT
Company Press Release
CellStar Announces $100 Million Convertible Notes Offering
CARROLLTON, Texas, Sept. 25 /PRNewswire/ -- CellStar Corporation (Nasdaq:CLST)
announced today that it plans to make a private offering of $100.0 million
aggregate principal amount of Convertible Subordinated Notes Due 2002 (the
"Notes") in reliance on Rule 144A and other registration exemptions under the
Securities Act of 1933, as amended (the "Act"). The Company will grant the
initial purchasers an option to purchase up to an additional $20.0 million
aggregate principal amount of Notes solely to cover over-allotments. The Notes
will be unsecured obligations and convertible into shares of common stock of
the Company at a fixed conversion price per share to be determined, subject to
certain adjustments. The Notes are redeemable by the Company at declining
redemption prices plus accrued interest commencing in October 2000. The Company
stated that it will use the net proceeds of the offering to repay certain
indebtedness and intends to use any remaining net proceeds for working capital
and other general corporate purposes.
The Notes and the underlying common stock have not been registered under the
Act or any securities laws of any state or other jurisdiction and may not be
offered or sold in the U.S. or any state thereof or other jurisdiction absent
registration or an applicable exemption from registration requirements.
SOURCE CellStar Corporation
