As filed with the Securities and Exchange Commission on January 14, 2002
Registration No. 333-68892
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 4 To
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CellStar Corporation
(Exact name of registrant as specified in its charter)
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Delaware 421990 75-2479727
(State or other (Primary Standard (IRS
jurisdiction IndustrialClassification EmployerIdentification
ofincorporation or Code Number) No.)
organization)
CellStar Corporation 1730 Briercroft Court Carrollton, Texas 75006 (972)
466-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Elaine Flud Rodriguez Senior Vice President, General Counsel and
Secretary CellStar Corporation 1730 Briercroft Court Carrollton, Texas
75006 (972) 466-5000
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
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Copies of communications to:
William R. Hays, III
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5000
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Approximate date of commencement of proposed sale of securities to the
public: As soon as practicable after the Registration Statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment, filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
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This Registration Statement shall become effective in accordance with
Section 8(a) of the Securities Act of 1933.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. Indemnification of Directors and Officers
The General Corporation Law of the State of Delaware contains, in Section
145, provisions relating to the indemnification of officers and directors.
Section 7 of our bylaws contains provisions requiring that we indemnify our
directors and officers to the full extent permitted by law. These provisions
extend to expenses reasonably incurred by the director or officer in defense or
settlement of any such action or proceeding.
Our board of directors has general authority to indemnify any officer or
director against losses arising out of his or her service as such, unless
prohibited by law. We carry insurance to cover potential costs of the foregoing
indemnification of our officers.
ITEM 21. Exhibits and Financial Statement Schedules
Exhibit
Number Description Of Exhibits
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3.1 Amended and Restated Certificate of Incorporation of CellStar Corporation ("Certificate of
Incorporation") (3)
3.2 Certificate of Amendment to Certificate of Incorporation (4)
3.3 Amended and Restated Bylaws of CellStar Corporation (5)
4.1 Indenture, dated as of , among CellStar Corporation and The Bank of New York, Trustee for
the Senior Notes (1)
4.2 Indenture, dated as of , among CellStar Corporation and The Bank of New York, Trustee for
the Senior Convertible Notes (1)
5.1 Opinion of Haynes and Boone, LLP (1)
8.1 Opinion of Haynes and Boone, LLP (1)
12.1 Computation of Ratio of Earnings to Fixed Charges (2)
23.1 Consent of KPMG LLP (1)
23.2 Consent of Haynes and Boone, LLP (included in Exhibit 5.1)
24.1 Power of Attorney (6)
25.1 Eligibility of Trustee For the Senior Notes on Form T-1 (2)
25.2 Eligibility of Trustee For the Senior Convertible Notes on Form T-1 (2)
99.1 Form of Letter of Transmittal (2)
99.2 Form of Notice of Guaranteed Delivery (2)
99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (2)
99.4 Form of Letter to Clients (2)
99.5 Form of Guidelines for Certification of Taxpayer Identification (2)
99.6 Schedule II--Valuation and Qualifying Accounts (2)
Notes to Exhibits
(1) Filed herewith
(2) Previously filed with CellStar's Amendment No. 2 to the Registration
Statement on Form S-4 filed January 10, 2002
(3) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended August 31, 1995, and incorporated herein by
reference
(4) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended May 31, 1998, and incorporated herein by
reference
(5) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended May 31, 2001
(6) Previously filed with CellStar's Registration Statement on Form S-4 filed
September 4, 2001
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ITEM 22. Undertakings
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the Form of prospectus filed with the SEC pursuant to
rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in this
Registration Statement when it becomes effective; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) the undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus
pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day
of receipt of such request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(5) the undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it become effective.
(6) that, for the purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(7) to deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest Annual Report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Exchange Act.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
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Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Dallas, State of Texas,
on the 14th day of January, 2002.
CELLSTAR CORPORATION
By: /s/ Terry S. Parker
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Terry S. Parker,
Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 3 to the Registration Statement on Form S-4 has been signed below
by the following persons in the capacities indicated on the 14th day of
January, 2002.
Signature Title
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* Chief Executive Officer and Director
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Terry S. Parker
/s/ ROBERT A. KAISER Senior Vice President, Chief Financial Officer, Treasurer
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Robert A. Kaiser
* Vice President, Corporate Controller
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Raymond L. Durham
* Chairman of the Board
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James L. Johnson
* Director
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J.L. Jackson
* Director
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Jere W. Thompson
* Director
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Dale V. Kesler
*By: /s/ Elaine Flud Rodriguez
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Elaine Flud Rodriguez,
pursuant to powers of attorney
previously filed with the
Securities and Exchange Commission
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EXHIBIT INDEX
Exhibit
Number Description of Exhibits
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3.1 Amended and Restated Certificate of Incorporation of CellStar Corporation ("Certificate of
Incorporation") (3)
3.2 Certificate of Amendment to Certificate of Incorporation (4)
3.3 Amended and Restated Bylaws of CellStar Corporation (5)
4.1 Indenture, dated as of , among CellStar Corporation and The Bank of New York, Trustee for
the Senior Notes (1)
4.2 Indenture, dated as of , among CellStar Corporation and The Bank of New York, Trustee for
the Senior Convertible Notes (1)
5.1 Opinion of Haynes and Boone, LLP (1)
8.1 Opinion of Haynes and Boone, LLP (1)
12.1 Computation of Ratio of Earnings to Fixed Charges (2)
23.1 Consent of KPMG LLP (1)
23.2 Consent of Haynes and Boone, LLP (included in Exhibit 5.1)
24.1 Power of Attorney (6)
25.1 Eligibility of Trustee for the Senior Notes on Form T-1 (2)
25.2 Eligibility of Trustee for the Senior Convertible Notes on Form T-1 (2)
99.1 Form of Letter of Transmittal (2)
99.2 Form of Notice of Guaranteed Delivery (2)
99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (2)
99.4 Form of Letter to Clients (2)
99.5 Form of Guidelines for Certification of Taxpayer Indentification (2)
99.6 Schedule II--Valuation and Qualifying Accounts (2)
(1) Filed herewith
(2) Previously filed with CellStar's Amendment No. 2 to the Registration
Statement on Form S-4 filed January 10, 2002
(3) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended August 31, 1995, and incorporated herein by
reference
(4) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended May 31, 1998, and incorporated herein by
reference
(5) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended May 31, 2001
(6) Previously filed with CellStar's Registration Statement on Form S-4 filed
September 4, 2001