As filed with the Securities and Exchange Commission on July 26, 2022
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
|(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)||(I.R.S. EMPLOYER IDENTIFICATION NO.)|
|5140 Yonge Street, Suite 1900
Toronto, Ontario, Canada
|(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)||(ZIP CODE)|
AMENDED AND RESTATED CELESTICA SHARE UNIT PLAN
(FULL TITLE OF THE PLAN)
Arnold & Porter Kaye Scholer LLP
Attention: Managing Attorney
250 West 55th Street, New York, New York 10019-9710
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(Telephone number, including area code, of agent for service)
|Joel I. Greenberg, Esq.
Arnold & Porter Kaye Scholer LLP
250 West 55th Street
New York, N.Y. 10019-9710
|Matthew Merkley, Esq.|
Blake, Cassels & Graydon LLP
199 Bay Street, Suite 4000
Commerce Court West
Toronto, Ontario M5L 1A9 Canada
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|Large accelerated filer||x||Accelerated filer||¨|
|Non-accelerated filer||¨||Smaller reporting company||¨|
|Emerging growth company||¨|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 are omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (Securities Act), and the introductory note to Part I of Form S-8. Such documents will be sent or given to participants in the employee benefit plan covered by this Registration Statement as specified by Securities Act Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange Commission (Commission) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Securities Act Rule 424. Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
|Item 3.||Incorporation of Documents by Reference|
Celestica Inc. (Registrant) hereby incorporates by reference into this Registration Statement the following documents:
|(a)||the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2021 filed with the Commission on March 14, 2022;|
|(b)||Exhibit 99.1 to the Registrant’s Report on Form 6-K furnished to the Commission on January 27, 2022, containing the Registrant’s Unaudited Condensed Consolidated Financial Statements for the quarter and year ended December 31, 2021, and the accompanying notes thereto;|
|(c)||Exhibit 99.1 and Exhibit 99.2 to the Registrant’s Report on Form 6-K furnished to the Commission on April 28, 2022, containing the Registrant’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three months ended March 31, 2022, and its Unaudited Interim Condensed Consolidated Financial Statements for the three months ended March 31, 2022 and the accompanying notes thereto, respectively;|
|(d)||Exhibit 99.1 and Exhibit 99.2 to the Registrant’s Report on Form 6-K furnished to the Commission on July 25, 2022, containing the Registrant’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three and six months ended June 30, 2022, and its Unaudited Interim Condensed Consolidated Financial Statements for the three and six months ended June 30, 2022 and the accompanying notes thereto, respectively; and|
|(e)||The description of the Registrant’s subordinate voting shares contained in its Registration Statement on Form 8-A, effective as of June 29, 1998.|
Each of the following documents filed with or furnished to the Commission after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are deemed to be incorporated by reference in the Registration Statement and to be a part thereof from the date of filing or furnishing such documents: (i) all Annual Reports on Form 20-F the Registrant files with the Commission; and (ii) those portions of any Reports on Form 6-K the Registrant furnishes to the Commission that the Registrant indicates in such reports are to be deemed incorporated by reference into this Registration Statement.
Any statement contained herein, or in any document (or portion thereof) incorporated or deemed to be incorporated by reference herein 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 or furnished document (or portion thereof) which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.
|Item 4.||Description of Securities|
|Item 5.||Interests of Named Experts and Counsel|
|Item 6.||Indemnification of Directors and Officers|
Under the Business Corporations Act (Ontario), a 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, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by that individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the registrant or other entity; provided that the individual acted honestly and in good faith with a view to the best interests of the registrant or, as the case may be, to the best interests of such other entity and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that the individual’s conduct was lawful. Such indemnification may be made in connection with a derivative action only with court approval. An individual is entitled to indemnification from a registrant as a matter of right if the individual was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done and the individual fulfilled the conditions set forth above. Under such Act, a registrant may advance money to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to above, but the individual must repay the money if the individual does not fulfil the conditions set forth above.
In accordance with and subject to the Business Corporations Act (Ontario), the by-laws of the Registrant provide for indemnification of 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, or an individual acting in a similar capacity, of another entity, 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, administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity, if he acted honestly and in good faith with a view to the best interests of the Registrant or, as the case may be, to the best interests of the other entity for which he acted as a director or officer or in a similar capacity at the Registrant’s request. Also, the by-laws provide that the Registrant may advance money to a director, officer or other person for the costs, charges and expenses of a proceeding referred to above, but the person shall repay the money if the person does not fulfil the conditions set forth above.
The directors and officers of the Registrant are covered by directors’ and officers’ insurance policies.
|Item 7.||Exemption From Registration Claimed.|
Pursuant to Item 8(a)(1) of Form S-8, no opinion of counsel is included herein as none of the securities to be issued under the CSUP will be original issuance securities.
|4.1||Form of Subordinate Voting Share Certificate (1)|
|4.2||Certificate and Restated Articles of Incorporation effective June 25, 2004 (2)|
|4.3||Bylaw No. 1 (2)|
|4.4||Amended and Restated Celestica Share Unit Plan (3)|
|23.1||Consent of KPMG LLP, independent registered public accounting firm*|
|24.1||Power of Attorney (included in the signature page to this Registration Statement)*|
|107||Filing Fee Table*|
* Filed herewith.
|(1)||Incorporated by reference to Registration Statement on Form F-3ASR (File No. 333-221144) filed on October 26, 2017.|
|(2)||Incorporated by reference to Annual Report on Form 20-F filed on March 23, 2010 (File No. 001-14832).|
|(3)||Incorporated by reference to Annual Report on Form 20-F filed on March 7, 2016 (File No. 001-14832).|
(a) 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 of 1933;
(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 thereof) 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 Commission 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 the effective Registration Statement.
(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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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.
(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 of 1933 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 of 1933 and will be governed by the final adjudication of such issue.
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 the 26th day of July, 2022.
|By:||/s/ Robert A. Mionis|
|Robert A. Mionis|
|President and Chief Executive Officer|
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert A. Mionis, Mandeep Chawla and Robert Ellis, and each of them, as such individual’s true and lawful attorney in fact and agent with full power of substitution, for such individual in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney in fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney in fact, proxy and agent, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.
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 date indicated.
|/s/ Robert A. Mionis||Director, President and Chief||July 26, 2022|
|Robert A. Mionis||Executive Officer|
|(Principal Executive Officer)|
|/s/ Mandeep Chawla||Chief Financial Officer||July 26, 2022|
|Mandeep Chawla||(Principal Financial Officer and|
|principal accounting officer)|
|/s/ Michael Wilson||Chair of Board and Director||July 26, 2022|
|/s/ Robert A. Cascella||Director||July 26, 2022|
|Robert A. Cascella|
|/s/ Deepak Chopra||Director||July 26, 2022|
|/s/ Daniel P. DiMaggio||Director||July 26, 2022|
|Daniel P. DiMaggio|
|/s/ Laurette T. Koellner||Director||July 26, 2022|
|Laurette T. Koellner|
|/s/ Luis A. Müller||Director||July 26, 2022|
|Luis A. Müller|
|/s/ Carol S. Perry||Director||July 26, 2022|
|Carol S. Perry|
|/s/ Tawfiq Popatia||Director||July 26, 2022|
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 26th day of July, 2022.
| CELESTICA INC.|
(Authorized U.S. Representative)
|By:||/s/ Robert Ellis|
|Name: Robert Ellis|
|Title: Chief Legal Officer and Corporate Secretary|
|Description of Exhibit|
|23.1||Consent of KPMG LLP, independent registered public accounting firm|
|107||Filing Fee Table|
Bay Adelaide Centre
333 Bay Street, Suite 4600
Toronto Ontario M5H 2S5
Telephone (416) 777-8500
Fax (416) 777-8818
Consent of Independent Registered Public Accounting Firm
The Board of Directors
We consent to the use of our report dated March 10, 2022, on the consolidated financial statements of Celestica Inc. (the “Company”), which comprise the consolidated balance sheets as of December 31, 2021 and December 31, 2020, the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes, and our report dated March 10, 2022 on the effectiveness of internal control over financial reporting as of December 31, 2021, which are incorporated by reference in this Registration Statement on Form S-8 of the Company and are included in the Company’s Annual Report on Form 20-F filed with the United States Securities and Exchange Commission on March 14, 2022.
/s/ KPMG LLP
Chartered Professional Accountants, Licensed Public Accountants
July 26, 2022
Calculation of Filing Fee Table
(Exact name of registrant as specified in its charter]
Table 1: Newly Registered Securities
|Fee Rate||Amount of|
|Equity||Subordinate Voting Shares (SVS) without par value||Other||20,000,000 SVS||$10.51||$210,200,000.00||$0.0000927||$19,485.54|
|Total Offering Amounts||$210,200,000.00||$19,485.54|
|Total Fee Offsets||--|
|Net Fee Due||$19,485.54|
|(1)||This registration statement covers 20,000,000 SVS issuable under the Amended and Restated Celestica Share Unit Plan (CSUP). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (Securities Act), this Registration Statement shall also cover any additional SVS which become issuable under the pursuant to anti-dilution and adjustment provisions thereof resulting from stock splits, stock dividends or similar transactions.|
|(2)||Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) promulgated under the Securities Act. The “Proposed Maximum Offering Price Per Unit” and “Maximum Aggregate Offering Price” are based on the average high and low prices of the SVS reported on the New York Stock Exchange on July 22, 2022.|