<PAGE>
Prospectus Supplement No. 10 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, that certain Prospectus
Supplement No. 8, dated July 20, 1998 and that certain Prospectus Supplement
No. 9, dated August 5, 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>
<CAPTION>
Principal Common
Amount of Notes Principal Stock Owned
Name of Selling Owned Prior to Amount of Notes Prior to Common Stock
Securityholder (1) Offering Offered Hereby Offering (2) Offered Hereby (3)
- --------------------------- --------------- --------------- ------------ ------------------
<S> <C> <C> <C> <C>
Forest Alternative
Strategies Fund A5I $10,000 $10,000 360 360
Forest Alternative
Strategies Fund A5M $ 5,000 $ 5,000 181 181
Forest Alternative
Strategies Fund B-3 $40,000 $40,000 1,445 1,445
Forest Global
Convertible Fund
Series B1 $35,000 $35,000 1,264 1,264
Forest Greyhound $35,000 $35,000 1,264 1,264
Forest Performance
Fund LP $90,000 $90,000 3,252 3,252
LLT Limited (4) $ 5,000 $ 5,000 181 181
</TABLE>
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(1) The information set forth herein is as of (a) January 28, 1999 for LLT
Limited and (b) January 27, 1999 for each of the other Selling
Securityholders.
(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) Forest Investment Management L.P., the investment advisor for such Selling
Securityholder, has the power to vote and dispose of such securities.
The date of this Prospectus Supplement is February 11, 1999.
