<PAGE>
Prospectus Supplement No. 6 Registration No. 333-41753
to Prospectus dated February 11, 1998 Rule 424(b)(3)Prospectus
$150,000,000 5% CONVERTIBLE SUBORDINATED NOTES DUE 2002
AND
2,882,635 SHARES OF COMMON STOCK
CELLSTAR CORPORATION
This Prospectus Supplement supplements information contained in that
certain Prospectus of CellStar Corporation, a Delaware corporation (the
"Company"), dated February 11, 1998, as supplemented by that certain
Prospectus Supplement No. 1, dated February 20, 1998, that certain Prospectus
Supplement No. 2, dated March 18, 1998, that certain Prospectus Supplement
No. 3, dated March 26, 1998, that certain Prospectus Supplement No. 4, dated
April 22, 1998 and that certain Prospectus Supplement No. 5, dated May 4,
1998 (as supplemented, the "Prospectus"), relating to the offer and sale (the
"Offering") by certain selling securityholders (the "Selling
Securityholders") of (i) up to $150,000,000 aggregate principal amount of 5%
Convertible Subordinated Notes due 2002 (the "Notes") of the Company, (ii) up
to 2,710,761 shares (subject to adjustment) of Common Stock, par value $0.01
per share (the "Common Stock"), of the Company issuable upon conversion of
the Notes and (iii) up to 171,874 shares of Common Stock currently held by a
Selling Securityholder. This Prospectus Supplement is not complete without,
and may not be delivered or utilized except in connection with, the
Prospectus, including any amendments or supplements thereto. Capitalized
terms used but not defined herein have the meanings assigned to such terms in
the Prospectus.
The following table amends and supplements the information set forth in
the Prospectus in the table under the caption "Selling Securityholders" with
respect to the named Selling Securityholders and (i) the amount of Notes
owned by the named Selling Securityholders (assuming no Notes have been sold
since the dates on which such securityholders provided such information to
the Company), (ii) the maximum amount of Notes which may be offered for the
account of such Selling Securityholders under the Prospectus, as amended and
supplemented, (iii) the amount of Common Stock owned by such Selling
Securityholders (assuming no shares of Common Stock have been sold since the
dates on which such securityholders provided such information to the Company)
and (iv) the maximum amount of Common Stock which may be offered for the
account of such Selling Securityholders under the Prospectus, as amended and
supplemented.
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<TABLE>
Principal
Amount of Principal Common Stock
Notes Owned Amount of Owned Prior Common Stock
Name of Selling Prior to Notes Offered to Offering Offered Hereby
Securityholder (1) Offering Hereby (2) (3)
- ------------------ ----------- ------------- ------------ --------------
<S> <C> <C> <C> <C>
BNP Arbitrage
SNC (4) $1,000,000 $1,000,000 18,071 18,071
Merrill Lynch
Pierce Fenner &
Smith Inc. $2,600,000 $2,600,000 46,986 46,986
</TABLE>
(1) The information set forth herein is as of (a) May 5, 1998 for BNP Arbitrage
SNC and (b) May 8, 1998 for Merrill Lynch Pierce Fenner & Smith Inc.
(2) Includes the shares of Common Stock into which the Notes held by such
Selling Securityholder are convertible at the initial conversion price.
The conversion price and the number of shares of Common Stock issuable
upon conversion of the Notes are subject to adjustment under certain
circumstances. See "Description of Notes -- Conversion of Notes."
Accordingly, the number of shares of Common Stock issuable upon conversion
of the Notes may increase or decrease from time to time.
(3) Assumes conversion into Common Stock of the full amount of Notes held by
the Selling Securityholder at the initial conversion price and the offering
of such shares by such Selling Securityholder pursuant to the Registration
Statement of which this Prospectus forms a part. The conversion price and
the number of shares of Common Stock issuable upon conversion of the Notes
are subject to adjustment under certain circumstances. See "Description of
Notes -- Conversion of Notes." Accordingly, the number of shares of Common
Stock issuable upon conversion of the Notes may increase or decrease from
time to time. Fractional shares will not be issued upon conversion of the
Notes; rather, cash will be paid in lieu of fractional shares, if any.
(4) BNP/Cooper Neff Advisors, Inc. is the investment advisor to BNP Arbitrage
SNC and has the power to vote and dispose of such securities.
The date of this Prospectus Supplement is May 13, 1998.
