As filed with the Securities and Exchange Commission
on July 27, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
CELESTICA
INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS
CHARTER)
ONTARIO, CANADA |
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98-0185558 |
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) |
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(I.R.S. EMPLOYER IDENTIFICATION NO.) |
5140 Yonge Street, Suite 1900 |
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Toronto, Ontario, Canada |
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M2N 6L7 |
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) |
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(ZIP CODE) |
LONG-TERM INCENTIVE 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)
(212) 836-8000
(Telephone
number, including area code, of agent for service)
copies to:
Joel I. Greenberg, Esq.
Sara Adler, Esq.
Arnold & Porter Kaye Scholer LLP
250 West 55th Street
New York, N.Y. 10019-9710
(212) 836-8000 |
|
Matthew
Merkley, Esq.
Blake, Cassels & Graydon LLP
199 Bay Street, Suite 4000
Commerce Court West
Toronto, Ontario M5L 1A9 Canada
(416) 863-2400 |
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 |
¨ |
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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. ¨
EXPLANATORY NOTE
This
Registration Statement is being filed by Celestica Inc. (the “Company”), in accordance with General Instruction E of Form
S-8, to register 393,472 additional subordinate voting shares issuable to specified persons under the Company’s amended and restated
Long-Term Incentive Plan (the “LTIP”). The contents of the Company’s Registration Statement on Form S-8 (No. 333-9500)
filed with the Securities and Exchange Commission (the “Commission”) on October 8, 1998, its Registration Statement on Form
S-8 (No. 333-63112)
filed with the Commission on June 15, 2001, its Registration Statement on Form S-8 (No.
333-88210) filed with the Commission on May 14, 2002, and its Registration Statement on Form S-8 (No.
333-266330) filed with the Commission on July 26, 2022 (and amended
by Post-Effective Amendment No. 1 filed on March 9, 2023) are incorporated by reference into this Registration Statement, except to the
extent supplemented, amended or superseded by the information set forth herein, or by any subsequently filed document that is incorporated
by reference herein or therein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference |
The
Company hereby incorporates by reference into this Registration Statement the following documents:
| (b) | Exhibit
99.1 to the Company’s Report on Form 6-K furnished to the Commission on January
26, 2023, containing its Unaudited Interim Condensed Consolidated Financial Statements for
the quarter and year ended December 31, 2022, and the accompanying notes thereto; |
| (c) | Exhibit
99.1 and Exhibit
99.2 to the Company’s Report on Form 6-K furnished to the Commission on April 26,
2023, containing, respectively, its Management’s Discussion and Analysis of Financial
Condition and Results of Operations for the three months ended March 31, 2023, and its Unaudited
Interim Condensed Consolidated Financial Statements for the three months ended March 31,
2023 and the accompanying notes thereto; |
| (d) | Exhibit 99.1 and Exhibit 99.2 to the Company’s Report on Form 6-K furnished to the Commission
on July 26, 2023, containing, respectively, its Management’s Discussion and Analysis
of Financial Condition and Results of Operations for the three and six months ended June
30, 2023, and its Unaudited Interim Condensed Consolidated Financial Statements for the three
and six months ended June 30, 2023 and the accompanying notes thereto; and |
| (e) | The
description of the Company’s subordinate voting shares contained in its Registration
Statement on Form 8-A, effective as of June 29, 1998, as amended by the description in Exhibit
2.3 to its Annual
Report on Form 20-F for the year ended December 31, 2022. |
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 Company files with the Commission; and (ii) those portions of any Reports on Form 6-K
the Company furnishes to the Commission that the Company 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.
* 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 13, 2017 (File No. 001-14832). |
SIGNATURES
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, 2023.
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CELESTICA
INC. |
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By:
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/s/
Robert A. Mionis |
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Robert
A. Mionis |
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President
and Chief Executive Officer |
POWER OF ATTORNEY
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.
SIGNATURE |
TITLE |
DATE |
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/s/ Robert A. Mionis |
Director, President and Chief |
July 26, 2023 |
Robert A. Mionis |
Executive Officer |
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(Principal Executive Officer) |
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/s/ Mandeep Chawla |
Chief Financial Officer |
July 26, 2023 |
Mandeep Chawla |
(Principal Financial Officer and |
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principal accounting officer) |
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/s/ Michael Wilson |
Chair of Board and Director |
July 26, 2023 |
Michael Wilson |
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/s/ Robert A. Cascella |
Director |
July 26, 2023 |
Robert A. Cascella |
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/s/ Deepak Chopra |
Director |
July 26, 2023 |
Deepak Chopra |
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/s/ Françoise Colpron |
Director |
July 26, 2023 |
Françoise Colpron |
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/s/ Daniel P. DiMaggio |
Director |
July 26, 2023 |
Daniel P. DiMaggio |
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/s/ Jill Kale |
Director |
July 26, 2023 |
Jill Kale |
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/s/ Laurette T. Koellner |
Director |
July 26, 2023 |
Laurette T. Koellner |
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/s/ Luis A. Müller |
Director |
July 26, 2023 |
Luis A. Müller |
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/s/ Tawfiq Popatia |
Director |
July 26, 2023 |
Tawfiq Popatia |
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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 26th day of July, 2023.
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CELESTICA
INC. |
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(Authorized
U.S. Representative) |
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By: |
/s/
Robert Ellis |
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Name:
Robert Ellis |
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Title:
Chief Legal Officer and Corporate Secretary |
EXHIBIT INDEX
Exhibit 5.1
July 27, 2023
Celestica Inc.
5140 Yonge Street, Suite 1900
Toronto, Ontario
Canada M2N 6L7
Re: | Celestica Inc.
Registration Statement on Form S-8 |
Dear Sirs/Mesdames:
We
have acted as Canadian counsel to Celestica Inc. (the “Company”) in connection with the Registration Statement on Form S-8
(the “Registration Statement”) filed on July 27, 2023
by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933,
as amended (the “Act”), relating to the registration by the Company for its issue and sale from time to time of subordinate
voting shares (the “SVS”) in its capital.
This opinion letter is being provided at the request
of the Company. As Canadian counsel for the Company, we have examined a copy of the Registration Statement.
We are solicitors qualified to practice law in
the Province of Ontario and the opinions expressed herein relate only to the laws of the Province of Ontario and the laws of Canada applicable
therein as in effect on the date hereof.
In connection with the opinions expressed in this
opinion letter, we have considered such questions of law, examined originals or copies of such statutes, regulations, documents, records,
certificates and instruments and conducted such other examinations as we have considered necessary. In such examinations, we have assumed
the legal capacity of all individuals, the genuineness of all signatures, the authenticity of all documents submitted to us as originals
and the conformity to authentic original documents of all documents submitted to us as certified, conformed, photostatic or facsimile
copies.
We have also assumed that at all relevant times:
1. |
the Company is validly existing under the Business Corporations Act (Ontario) and has the necessary corporate power and capacity to own its property and assets and to carry on its business; |
2. |
the Company has the necessary corporate power and capacity to execute, deliver and perform its obligations under the terms and conditions of any grant, purchase, underwriting or other agreement, plan or instrument relating to the Company’s creation, authentication, issuance, sale and/or delivery of the SVS to which the Company is party (any such agreement, the “Agreement”); |
![](https://www.sec.gov/Archives/edgar/data/1030894/000110465923084572/tm2321959d2_ex5-1img003.jpg) |
Page 2 |
3. |
the Company has the necessary corporate power and capacity to authorize, create, authenticate, validly issue, sell and deliver the SVS and perform its obligations under the terms and conditions of the SVS; |
4. |
all necessary corporate action has been taken by the Company to duly authorize the execution and delivery by the Company of the Agreement and the performance of its obligations under the terms and conditions thereof; |
5. |
all necessary corporate action has been taken by the Company to duly authorize, create, authenticate, sell, deliver and validly issue the SVS and to perform its obligations under the terms and conditions of the SVS; |
6. |
all necessary corporate action has been taken by the Company to duly authorize the terms of the offering of the SVS and related matters; |
7. |
the Agreement: (i) has been duly authorized, executed and delivered by all parties thereto and such parties had the capacity to do so; (ii) constitutes a legal, valid and binding obligation of all parties thereto; and (iii) is enforceable in accordance with its terms against all parties thereto; |
8. |
the SVS have been duly authorized, created, authenticated, sold and delivered and validly issued by the Company and any other person signing or authenticating the SVS, as applicable; |
9. |
the terms of the offering of the SVS and related matters have been duly authorized by the Company; |
10. |
the Company shall have received, in respect of any issue of SVS not issued for money, property or past service that is not less in value than the fair equivalent of the money that the Company would have received if the SVS had been issued for money; |
11. |
the execution and delivery of the Agreement and the performance by the Company of its obligations under the terms and conditions thereunder do not and will not conflict with and do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will conflict with or result in a breach of or default under any of the terms or conditions of the articles or by-laws of the Company, any resolutions of the Board of Directors or shareholders of the Company, any agreement or obligation of the Company, or applicable law; |
12. |
the authorization, creation, authentication, sale, delivery and issuance of the SVS and the Company’s performance of its obligations under the terms and conditions of the SVS do not and will not conflict with and do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will conflict with or result in a breach of or default under any of the terms or conditions of the articles or by-laws of the Company, any resolutions of the Board of Directors or shareholders of the Company, any agreement or obligation of the Company, or applicable law; and |
![](https://www.sec.gov/Archives/edgar/data/1030894/000110465923084572/tm2321959d2_ex5-1img003.jpg) |
Page 3 |
13. |
the terms of the offering of the SVS and related matters do not and will not conflict with and do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will conflict with or result in a breach of or default under any of the terms or conditions of the articles or by-laws of the Company, any resolutions of the Board of Directors or shareholders of the Company, any agreement or obligation of the Company, or applicable law. |
Based upon the foregoing, and subject to the qualifications,
assumptions and limitations stated herein, we are of the opinion that, upon payment for the applicable SVS provided for in the applicable
Agreement and otherwise in accordance with such Agreement, the SVS will be validly issued, fully paid and non-assessable shares in the
capital of the Company.
We hereby consent to the filing of this opinion
letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the
Prospectus included in the Registration Statement. In giving this opinion, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
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Yours
very truly, |
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/s/
Blake, Cassels & Graydon LLP |
Exhibit 23.1
KPMG LLP
Bay Adelaide Centre
333 Bay Street, Suite 4600
Toronto, Ontario, M5H 2S5
Telephone (416) 777-8500
Fax (416) 777-8818
www.kpmg.ca
Consent of Independent Registered Public Accounting
Firm
The Board of Directors
Celestica Inc.
We consent to the use of our report dated March 9,
2023, on the consolidated financial statements of Celestica Inc. (the “Entity”), which comprise the consolidated balance sheets
as of December 31, 2022 and December 31, 2021, 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, 2022, and the related notes and our report
dated March 9, 2023 on the effectiveness of internal control over financial reporting as of December 31, 2022 which are incorporated
by reference in this Registration Statement on Form S-8 of the Entity and are included in the Entity’s Annual Report on Form 20-F
filed with the United States Securities and Exchange Commission on March 13, 2023.
/s/ KPMG LLP
Chartered Professional Accountants, Licensed Public Accountants
July 27, 2023
Toronto, Canada
KPMG LLP, an Ontario limited liability partnership
and member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English
company limited by guarantee.
KPMG Canada provides services to KPMG LLP.
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Celestica Inc.
(Exact name of registrant as specified in its charter]
Table 1: Newly Registered Securities
Security
Type |
Security
Class Title |
Fee
Calculation Rule |
Amount
Registered(1) |
Proposed
Maximum
Offering
Price Per Unit |
Maximum
Aggregate
Offering
Price |
Fee
Rate |
Amount
of Registration Fee |
Equity |
Subordinate
Voting Shares without par value (SVS) |
Other |
298,954
SVS |
$13.3009
(2) |
$3,976,357.26
(2) |
$0.00011020 |
$438.19 |
|
SVS |
Other |
94,518
SVS |
$10.58
(3) |
$1,000,000.44
(3) |
$0.00011020 |
$110.20 |
Total
Offering Amounts |
|
$4,976,357.70 |
|
$548.39 |
Total
Fee Offsets |
|
|
|
-- |
Net
Fee Due |
|
|
|
$548.39 |
(1) | This registration statement covers 393,472 SVS issuable with respect to stock options previously granted
under Celestica’s amended and restated Long-Term Incentive Plan. 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 Rule 457(h) promulgated
under the Securities Act. The “Proposed Maximum Offering Price Per Unit” and “Maximum Aggregate Offering Price”
are based on the option exercise price (Cdn$17.52), converted into U.S. dollars ($13.3009) based on the average daily exchange rate for
United States dollars as reported by the Bank of Canada on July 24, 2023, of Cdn $1.00 = US$0.759186. |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) promulgated
under the Securities Act. The “Proposed Maximum Offering Price Per Unit” and “Maximum Aggregate Offering Price”
are based on the option exercise price. |
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