<PAGE>
Prospectus Supplement No. 8 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 and that certain Prospectus
Supplement No. 7 dated June 24, 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 Principal Common Common
Amount of Notes Amount of Stock Owned Stock
Name of Selling Owned Prior to Notes Offered Prior to Offered
Securityholder (1) Offering Hereby Offering (2) Hereby (3)
- ------------------ --------------- ------------- ------------ ----------
<S> <C> <C> <C> <C>
Foundations
Account No. 1 (4) $ 335,000 $ 335,000 12,106 12,106
LLC Account No. 1
(4) 155,000 155,000 5,601 5,601
Morgan Stanley &
Co. Incorporated 1,000,000 1,000,000 36,140 36,140
Winchester
Convertible Plus,
Ltd. (4) 510,000 510,000 18,431 18,431
</TABLE>
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(1) The information set forth herein is as of July 8, 1998.
(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) Oaktree Capital Management, LLC, the investment advisor for Foundations
Account No. 1, LLC Account No. 1 and Winchester Convertible Plus, Ltd., has
the power to vote and dispose of such securities.
The date of this Prospectus Supplement is July 20, 1998.
