SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K


Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of September 2005

001-14832
(
Commission File Number)


CELESTICA INC.
(
Translation of registrant's name into English)

         

1150 Eglinton Avenue East
Toronto, Ontario
Canada, M3C 1H7
(416) 448-5800
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F   ý   Form 40-F   o

Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):                             

Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):                             

Indicate by check mark whether by furnishing the information contained in this Form, is the registrant also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes   o   No   ý

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82-                             


Celestica Inc.
Form 6-K
Month of September 2005

The following information filed with this Form 6-K is incorporated by reference in Celestica's registration statements, the prospectuses included therein, and any registration statement subsequently filed by Celestica with the Securities and Exchange Commission:

    Press Release, dated September 26, 2005, the text of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

    Material Change Report, dated September 26, 2005, the text of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Exhibit

99.1 — Press Release, dated September 26, 2005

99.2 — Material Change Report, dated September 26, 2005


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    CELESTICA INC.

Date: September 28, 2005

 

By:

/s/  
ELIZABETH L. DELBIANCO      
Elizabeth L. DelBianco
Chief Legal Officer

EXHIBIT INDEX

99.1 — Press Release, dated September 26, 2005

99.2 — Material Change Report, dated September 26, 2005




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Exhibit 99.1

FOR IMMEDIATE RELEASE   Monday, September 26, 2005
 

CELESTICA COMPLETES REDEMPTION OF REMAINING OUTSTANDING LYONS

        TORONTO, Canada — Celestica Inc. (NYSE: CLS, TSX: CLS/SV), a world leader in electronics manufacturing services (EMS), today announced it has completed the redemption of all remaining Liquid Yield Option™ Notes due 2020 (Zero Coupon-Subordinated) (the "LYONs").

        The redemption of remaining LYONs was completed on September 23, 2005, at which time there was approximately US$2.1 million principal amount at maturity of LYONs outstanding with an aggregate cash purchase price of approximately US$1.2 million. The redemption was part of Celestica's previously announced intention that it would redeem all outstanding LYONs after August 1, 2005.

        The redemption price on September 23, 2005 was US$575.84 per US$1,000 principal amount at maturity. All LYONs outstanding as of that date were deemed to have been redeemed by Celestica, whether or not they have been surrendered for redemption, and all rights of the holders thereof have terminated, with the exception of the holder's right to receive payment of the redemption price upon the presentation and surrender of their LYONs.

        In order for a holder to receive its payment, the holder's LYONs must be delivered to JPMorgan Chase Bank, N.A., the trustee for the LYONs. Questions and requests for assistance in connection with the process for the surrender of LYONs may be directed to JPMorgan Chase Bank, N.A., at (800) 275-2048.

About Celestica

        Celestica is a world leader in the delivery of innovative electronics manufacturing services (EMS). Celestica operates a highly sophisticated global manufacturing network with operations in Asia, Europe and the Americas, providing a broad range of integrated services and solutions to leading OEMs (original equipment manufacturers). Celestica's expertise in quality, technology and supply chain management, and leadership in the global deployment of Lean principles, enables the company to provide competitive advantage to its customers by improving time-to-market, scalability and manufacturing efficiency.

        For further information on Celestica, visit its website at www.celestica.com.

        The company's security filings can also be accessed at www.sedar.com and www.sec.gov.


Celestica Safe Harbour and Fair Disclosure Statement

        This news release contains forward-looking statements related to our future growth, trends in our industry and our financial and operational results and performance that are based on current expectations, forecasts and assumptions involving risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties include, but are not limited to: the challenges of effectively managing our operations during uncertain economic conditions; the challenge of responding to lower-than-expected customer demand; the effects of price competition and other business and competitive factors generally affecting the EMS industry; our dependence on the information technology and communications industries; our dependence on a limited number of customers and on industries affected by rapid technological change; component constraints; variability of operating results among periods; and the ability to manage our restructuring and the shift of production to lower cost geographies. These and other risks and uncertainties and factors are discussed in the Company's various public filings at www.sedar.com and http://www.sec.gov, including our Annual Report on Form 20-F and subsequent reports on Form 6-K filed with the Securities and Exchange Commission.

        We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

        As of its date, this press release contains all material information associated with this event.

        *Trademark of Merrill Lynch & Co., Inc.

Celestica Contacts:    
Laurie Flanagan   Paul Carpino
VP, Global Communications   VP, Investor Relations
(416)448-2200   (416)448-2211
media@celestica.com   clsir@celestica.com

2




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Exhibit 99.1

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Exhibit 99.2


MATERIAL CHANGE REPORT

Section 7.1 of National Instrument 51-102 Continuous Disclosure Obligations

ITEM 1:   NAME AND ADDRESS OF COMPANY
    Celestica Inc.
1150 Eglinton Avenue East
Toronto, ON M3C 1H7

ITEM 2:

 

DATE OF MATERIAL CHANGE
    September 23, 2005

ITEM 3:

 

NEWS RELEASE
    A press release was issued by Celestica Inc. ("Celestica") on September 26, 2005.

ITEM 4:

 

SUMMARY OF MATERIAL CHANGE
                     On September 23, 2005, Celestica completed the redemption of all remaining Liquid Yield Option™ Notes due 2020 (Zero Coupon-Subordinated) (the "LYONs").

ITEM 5:

 

FULL DESCRIPTION OF MATERIAL CHANGE
                     On September 23, 2005, Celestica completed the redemption of all remaining Liquid Yield Option™ Notes due 2020 (Zero Coupon-Subordinated) (the "LYONs"). As at September 23, 2005, there was approximately US$2.1 million principal amount at maturity of LYONs outstanding with an aggregate cash purchase price of approximately US$1.2 million. The redemption price on September 23, 2005 was US$575.84 per US$1,000 principal amount at maturity. All LYONs outstanding as of that date were deemed to have been redeemed by Celestica, whether or not they have been surrendered for redemption, and all rights of the holders thereof have terminated, with the exception of the holder's right to receive payment of the redemption price upon the presentation and surrender of their LYONs.

ITEM 6:

 

RELIANCE ON SUBSECTION 7.1(2) or (3) OF NATIONAL INSTRUMENT 51-102
    Not applicable.

ITEM 7:

 

OMITTED INFORMATION
    Not applicable.

ITEM 8:

 

EXECUTIVE OFFICER
                     For further information, please contact Elizabeth L. DelBianco, Chief Legal Officer of Celestica at (416) 448-4620.

ITEM 9:

 

DATE OF REPORT
                     DATED at Toronto, Ontario this 26th day of September, 2005.

 

 

(Signed)

/s/  
ELIZABETH L. DELBIANCO      
Elizabeth L. DelBianco
Chief Legal Officer



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Exhibit 99.2
MATERIAL CHANGE REPORT


The information that you are accessing on this website may include forward-looking statements related to our future growth, trends in our industry, our financial and operational results and performance that are based on current expectations, forecast and assumptions involving risk and uncertainties that could cause actual outcomes and results to differ materially.


Read the full Cautionary Note here