As filed with the Securities and Exchange Commission on May 14, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
CELESTICA INC.
(Exact name of Registrant as specified in its charter)
Ontario, Canada N/A
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
12 Concorde Place
Ontario, Canada M3C 3R8
(Address of principal executive (Zip code)
offices)
Long-Term Incentive Plan
(Full title of the plan)
Kaye Scholer LLP
Attention: Managing Attorney
425 Park Avenue, New York, New York 10022
(212) 836-8000
(NAME AND ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE OF AGENT FOR SERVICE)
--------------------
Copies to:
LYNN TOBY FISHER, ESQ. I. BERL NADLER
JOEL I. GREENBERG, ESQ. Davies Ward Phillips & Vineberg LLP
Kaye Scholer LLP 1 First Canadian Place
425 Park Avenue Toronto, Ontario M5X 1B1
New York, N.Y. 10022 Canada
(212) 836-8000 (416) 863-0900
CALCULATION OF REGISTRATION FEE
==================================== ============================ ====================== ====================== ===================
PROPOSED
TITLE OF SECURITIES TO BE AMOUNT TO BE MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE
PER SHARE PRICE
==================================== ============================ ====================== ====================== ===================
==================================== ============================ ====================== ====================== ===================
Subordinate Voting Shares 6,000,000 shares (1) $ 28.525 (2) $171,150,000 (2) $15,824
==================================== ============================ ====================== ====================== ===================
(1) Additional shares reserved for issuance pursuant to options previously
granted under the Long-Term Incentive Plan.
(2) The offering price has been computed pursuant to Rule 457 (c) and
457(h)(1) promulgated under the Securities Act of 1933, as amended, on the
basis of the average of the high and low prices of the subordinate voting
shares reported on The New York Stock Exchange on May 13, 2002
Celestica Inc.'s Registration Statement on Form S-8, Registration
Number 333-9500, filed with the Securities and Exchange Commission (the
"Commission") on October 8, 1998, and Registration Statement on Form S-8,
Registration Number 333-63112, filed with the Commission on June 15, 2001,
are incorporated herein by reference.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated herein by reference modifies or supersedes such
statement.
ITEM 8. EXHIBITS.
The following are filed as exhibits to this registration
statement:
EXHIBITS DESCRIPTION
4.1 Amended and Restated Celestica Inc. Long-Term Incentive Plan
5.1 Opinion of Davies Ward Phillips & Vineberg LLP
23.1 Consent of Davies Ward Phillips & Vineberg LLP
Contained in such firm's opinion as filed as Exhibit 5.1 hereto
23.2 Consent of Auditors
24.1 Power of Attorney (included in signature page)
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Toronto, Province of Ontario,
Country of Canada, on May 14, 2002.
CELESTICA INC.
By: /s/ J. Marvin MaGee
--------------------------------------------
Name: J. Marvin MaGee
Title: President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes Eugene V. Polistuk, J. Marvin MaGee, Anthony P. Puppi
and Elizabeth DelBianco, and each of them, as attorney-in-fact, to sign and
file on his behalf, individually and in each capacity stated below, any
pre-effective or post-effective amendment hereto.
SIGNATURE TITLE DATE
--------- ------ -----
/s/ Eugene V. Polistuk
------------------------------- Chairman, Director and Chief Executive Officer May 14, 2002
Eugene V. Polistuk
/s/ Anthony P. Puppi
------------------------------- Chief Financial Officer, Executive Vice May 14, 2002
Anthony P. Puppi President, and General Manager - Services
/s/ William Etherington
------------------------------- Director May 14, 2002
Robert L. Crandall
/s/ William Etherington
------------------------------- Director May 14, 2002
William Etherington
------------------------------- Director
Richard S. Love
/s/ Roger L. Martin
------------------------------- Director May 14, 2002
Roger L. Martin
/s/ Anthony R. Melman
------------------------------- Director May 14, 2002
Anthony R. Melman
/s/ Michio Naruto
------------------------------- Director May 14, 2002
Michio Naruto
------------------------------- Director
Gerald W. Schwartz
/s/ Don Tapscott
------------------------------- Director May 14, 2002
Don Tapscott
II-2
EXHIBIT INDEX
EXHIBITS DESCRIPTION
-------- ------------
4.1 Celestica Inc. Long-Term Incentive Plan
5.1 Opinion of Davies Ward Phillips & Vineberg LLP
23.1 Consent of Davies Ward Phillips & Vineberg LLP
Contained in such firm's opinion as filed as Exhibit 5.1 hereto
23.2 Consent of Auditors
24.1 Power of Attorney (included in signature page)
--------
II-3