SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

(Amendment No. 2)*

 

 

Cellstar Corporation

(Name of Issuer)

 

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

 

 

150925204

(CUSIP Number)

 

 

 

December 31, 2006

 

 

 

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o

Rule 13d-1(b)

 

x

Rule 13d-1(c)

 

o

Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

SCHEDULE 13G

CUSIP NO. 150925204

2 of 6

 

 

 

 

1

 

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Michael A. Roth and Brian J. Stark, as joint filers pursuant to Rule 13d-1(k)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

x

 

 

(b)

o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON WITH

 

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

3,267,254

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER


3,267,254

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,267,254

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                                                                                                               o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

15.4%

 

12

TYPE OF REPORTING PERSON

 

IN

 

SCHEDULE 13G

CUSIP NO. 150925204

Page 3 of 6

 

Item 1(a).

Name of Issuer:

Cellstar Corporation (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

1730 Briercroft Drive

Carrollton, Texas 75006

 

Items 2(a),

(b) and (c).

Name of Persons Filing, Address of Principal Business Office and

Citizenship:

This Amendment No. 2 to Schedule 13G is being filed on behalf of Michael A. Roth and Brian J. Stark, as joint filers (collectively, the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Amendment No. 2 to Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Amendment No. 2 to Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

The principal business office of the Reporting Persons is 3600 South Lake Drive, St. Francis, WI 53235. The Reporting Persons are citizens of the United States of America.

Item 2(d).

Title of Class of Securities:

Common Stock, par value $.01 per share, of the Issuer (the “Common Stock”)

 

Item 2(e).

CUSIP Number:

150925204

Item 3.

Not applicable

Item 4.

Ownership.
 

 

(a)

Amount beneficially owned:
 

3,267,254 shares of Common Stock*

 

 

(b)

Percent of class:
 

Based on 21,173,650 shares of Common Stock of the Issuer outstanding as of September 29, 2006 (as set forth in the Issuer’s 10-Q for the period ended August 31, 2006), the Reporting Persons hold approximately 15.4%* of the issued and outstanding Common Stock of the Issuer.

SCHEDULE 13G

CUSIP NO. 150925204

Page 4 of 6

 

 

 

(c)

Number of shares to which such person has:
   

 

(i)

Sole power to vote or direct the vote: 0
   

 

(ii)

Shared power to vote or direct the vote: 3,267,254 shares of Common Stock*
   

 

(iii)

Sole power to dispose or to direct the disposition of: 0
   

 

(iv)

Shared power to dispose of or direct the disposition of: 3,267,254 shares of Common Stock*
 

*The Reporting Persons beneficially own an aggregate of 3,267,254 shares of Common Stock. The foregoing amount of Common Stock and percentage ownership represent the combined indirect holdings of Michael A. Roth and Brian J. Stark. All of the foregoing represents an aggregate of 3,267,254 shares of Common Stock held directly by Stark Master Fund Ltd. (“Stark”). The Reporting Persons are the Managing Members of Stark Offshore Management LLC (“Stark Offshore”) which serves as the investment manager of Stark. Through Stark Offshore, the Reporting Persons share voting and dispositive power over all of the foregoing shares. Therefore, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, the Reporting Persons may be deemed to be the beneficial owners of, but hereby disclaim such beneficial ownership of, the foregoing shares.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company.

Not applicable

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable

Item 9.

Notice of Dissolution of a Group.

Not applicable

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SCHEDULE 13G

CUSIP NO. 150925204

Page 5 of 6

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:

February 14, 2007

 

 

/s/ Michael A. Roth

 

Michael A. Roth

 

 

 

 

 

/s/ Brian J. Stark

 

Brian J. Stark

 

SCHEDULE 13G

CUSIP NO. 150925204

 

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to 3,267,254 shares of Common Stock of Cellstar Corporation and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

 

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on February 14, 2007.

 

 

 

/s/ Michael A. Roth

 

Michael A. Roth

 

 

 

 

 

/s/ Brian J. Stark

 

Brian J. Stark