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Prospectus Supplement No. 9 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, that certain Prospectus Supplement No. 5, dated May 4, 1998,
that certain Prospectus Supplement No. 6, dated May 13, 1998, that certain
Prospectus Supplement No. 7, dated June 24, 1998 and that certain Prospectus
Supplement No. 8, dated July 20, 1998 (as supplemented, the "Prospectus"),
relating to the offer and sale (the "Offering") (i) by certain selling
securityholders (the "Selling Securityholders") of (a) up to $150,000,000
aggregate principal amount of 5% Convertible Subordinated Notes due 2002 (the
"Notes") of the Company, and (b) 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 (ii) up to 171,874
shares of Common Stock 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
Notes Owned Prior to Principal Amount of Common Stock Owned Common Stock Offered
Name of Selling Securityholder (1) Offering Notes Offered Hereby Prior to Offering (2) Hereby (3)
----------------------------------- --------------------- -------------------- --------------------- --------------------
<S> <C> <C> <C> <C>
The Common Fund FAO Absolute Return
Fund (4) $ 320,000 $ 320,000 11,564 11,564
Helix Convertible Opportunities
Fund Ltd. (4) 850,000 850,000 30,719 30,719
Helix Convertible Opportunities,
L.P. (4) (5) 1,530,000 1,530,000 55,294 55,294
Shepherd Management Services (4) 130,000 130,000 4,698 4,698
Simpson Group Retirement Fund (4) 320,000 320,000 11,564 11,564
WR Investment Partners L.P. (4) 130,000 130,000 4,698 4,698
Worldwide Transactions Ltd. (4) 220,000 220,000 7,950 7,950
</TABLE>
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(1) The information set forth herein is as of (a) July 27, 1998 for each of The
Common Fund FAO Absolute Return Fund, Helix Convertible Opportunities Fund
Ltd. and Helix Convertible Opportunities, L.P. and (b) July 28, 1998 for
each of Shepard Management Services, Simpson Group Retirement Fund, WR
Investment Partners L.P. and Worldwide Transactions Ltd.
(2) Includes the shares of Common Stock into which the Notes held by such
Selling Securityholder are convertible at the current conversion price of
$27.67 principal amount of Notes per share of Common Stock. 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. The conversion price was adjusted to $27.67
principal amount of Notes per share of Common Stock from the initial
conversion price of $55.335 principal amount of Notes per share of Common
Stock to give effect to a two-for-one stock split declared on the Common
Stock (the "Stock Split"). The Stock Split was made in the form of a
dividend to those holders of record of Common Stock on June 5, 1998. The
adjustment to the conversion price became effective immediately after the
close of business on June 5, 1998.
(3) Assumes conversion into Common Stock of the full amount of Notes held by
the Selling Securityholder at the current 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) Helix Investment Partners, L.P., the investment advisor for such Selling
Securityholder, has the power to vote and dispose of such securities.
(5) Helix Investment Partners, L.P., the general partner of Helix Convertible
Opportunities, L.P., has the power to vote and dispose of such securities.
The date of this Prospectus Supplement is August 5, 1998.
