As filed with the Securities and Exchange Commission on August 3, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
Primetech Electronics Inc. 1998 Stock Option Plan
(Full titles of the plans)
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)
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Copies to:
LYNN TOBY FISHER, ESQ. I. BERL NADLER
JOEL I. GREENBERG, ESQ. Davis Ward Phillips & Vineberg LLP
Kaye Scholer LLP 1 First Canadian Place
425 Park Avenue Toronto, Ontario MBX 1B1
New York, N.Y. 10022 Canada
(212) 836-8000 (416) 863-0900
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED MAXIMUM AGGREGATE OFFERING REGISTRATION FEE
OFFERING PRICE PRICE
PER SHARE
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Subordinate Voting Shares 268,299 shares $ 70.75 (1) $ 18,982,154 (2) $ 4,746
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(1) The proposed maximum offering price reflects a weighted average
exercise price for the options. The exercise price per share ranges from
$45.45 to $111.36.
(2) The offering price has been computed pursuant to Rule 457(h)(1)
promulgated under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, or portions thereof, filed with the Securities
and Exchange Commission (the "Commission") and any future filings made with the
Commission under the Exchange Act on Form 20-F, Form 40-F, Form 10-K, Form 10-Q
and Form 8-K are incorporated herein by reference. We also incorporate by
reference any Form 6-K we may file in the future with the Commission unless we
state in the Form 6-K that it is not incorporated by reference into this
registration statement.
1. The Company's Annual Report on Form 20-F for the year ended
December 31, 2000, filed with the Commission on May 22, 2001.
2. The Company's Report on Form 6-K for the month of May 2001.
3. The Company's Report on Form 6-K/A for the month of May 2001.
4. The Company's Report on Form 6-K/B for the month of May 2001.
5. The Company's Report on Form 6-K/C for the month of May 2001.
6. The Company's Report on Form 6-K for the month of June 2001.
7. The Company's Report on Form 6-K/A for the month of June 2001.
8. The Company's Report on Form 6-K for the month of July 2001.
9. The Company's Report on Form 6-K for the month of August 2001.
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 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the BUSINESS CORPORATIONS ACT (Ontario), the registrant may
indemnify a present or former director or officer or a person who acts or acted
at the registrant's request as a director or officer of another corporation of
which the registrant is or was a shareholder or creditor, and his heirs and
legal representatives, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him in respect of any civil, criminal or administrative action or proceeding to
which he is a party by reason of his position with the registrant, and provided
that the director or officer acted honestly and in good faith with a view to the
best interests of the registrant and, in the case of criminal or administrative
action or proceeding that is enforced by a monetary penalty, had reasonable
grounds for believing that his conduct was lawful. Such indemnification may be
made in connection with a derivative action only with court approval. A director
or officer is entitled to indemnification from the registrant as a matter of
right if he was substantially successful on the merits and fulfilled the
conditions set forth above.
In accordance with subsections 136(2) and (3) of the BUSINESS
CORPORATIONS ACT (Ontario), the by-laws of the registrant indemnify a director
or officer of the registrant, a former director or officer of the registrant, or
a person who acts or acted at the registrant's request as a director or officer
of a corporation of which the registrant is or was a shareholder or creditor,
and his heirs and legal representatives, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by him in respect of any civil, criminal or administrative
action or proceeding to which he is made a party by reason of being or having
been a director or officer of the registrant of such corporation, if (i) he
acted honestly and in good faith with a view to the best interests of the
registrant, and (ii) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had reasonable grounds for
believing that his conduct was lawful.
The directors and officers of the registrant are covered by directors'
and officers' insurance policies.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
The following are filed as exhibits to this registration statement:
EXHIBITS DESCRIPTION
4.1 Primetech Electronics Inc. Stock Option 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)
ITEM 9. 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. To include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (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 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 that, for purposes of
determining any liability under the Securities Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act), each filing of the registrant's annual report pursuant to
Sections 13(a) or 15(d) of the Exchange Act that is incorporated by reference in
this 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.
5. 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
registrant has been advised that in the opinion of the Commission 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, 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
July 31, 2001.
CELESTICA INC.
By: /s/ J. Marvin MaGee
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Name: J. Marvin MaGee
Title: President and Chief Operating Officer
Pursuant to the requirements of the Securities Act, 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
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/s/ Eugene V. Polistuk Chairman, Director and Chief Executive Officer July 31, 2001
------------------------------------
Eugene V. Polistuk
/s/ Anthony P. Puppi Chief Financial Officer, Executive Vice July 31, 2001
------------------------------------ President, General Manager, Global Services
Anthony P. Puppi and Director
Director
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Anthony R. Melman
/s/ Mark L. Hilson Director July 31, 2001
------------------------------------
Mark L. Hilson
/s/ Robert L. Crandall Director July 31, 2001
------------------------------------
Robert L. Crandall
/s/ Richard S. Love Director July 31, 2001
------------------------------------
Richard S. Love
------------------------------------ Director
Roger L. Martin
------------------------------------ Director
Gerald W. Schwartz
/s/s Don Tapscott Director July 31, 2001
------------------------------------
Don Tapscott
1
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act, the
undersigned has signed this Registration Statement, solely in the capacity of
the duly authorized representative of Celestica Inc. in the United States, on
the 31st day of July, 2001.
CELESTICA (U.S.), INC.
(Authorized U.S. Representative)
By: /s/ J. Marvin MaGee
--------------------------
Name: J. Marvin MaGee
Title: Director
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EXHIBIT INDEX
EXHIBITS DESCRIPTION
4.1 Primetech Electronics Inc. Stock Option 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)