As filed with the Securities and Exchange Commission on March 9, 2023
Registration No. 333-266330
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CELESTICA INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ONTARIO, CANADA | 98-0185558 |
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) | (I.R.S. EMPLOYER IDENTIFICATION NO.) |
5140 Yonge Street, Suite 1900 | |
Toronto, Ontario, Canada | M2N 6L7 |
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) | (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. 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 | ¨ | |||
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 Post-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement on Form S-8, File No. 333-266330 (the “Registration Statement”) is being filed by Celestica Inc. (the “Company”), solely to refile Exhibits 5.1 and 5.2 thereto to correct a typographical error therein. This Amendment does not otherwise update, amend or modify any other information, statement or disclosure contained in the Registration Statement. No additional securities are to be registered, and the appropriate registration fees were paid upon filing of the Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
* 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). |
(4) | Previously filed as an exhibit to the Registration Statement on Form S-8 (File No. 333-266330 ) filed on July 26, 2022. |
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 Post-Effective Amendment to the 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 9th day of March, 2023.
CELESTICA INC. | ||
By: | /s/ Robert A. Mionis | |
Robert A. Mionis | ||
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE | TITLE | DATE |
/s/ Robert A. Mionis | Director, President and Chief Executive Officer | March 9, 2023 |
Robert A. Mionis | (Principal Executive Officer) | |
/s/ Mandeep Chawla | Chief Financial Officer | March 9, 2023 |
Mandeep Chawla | (Principal Financial Officer and principal accounting officer) | |
* | Chair of Board and Director | March 9, 2023 |
Michael Wilson | ||
* | Director | March 9, 2023 |
Robert A. Cascella | ||
* | Director | March 9, 2023 |
Deepak Chopra | ||
* | Director | March 9, 2023 |
Daniel P. DiMaggio | ||
* | Director | March 9, 2023 |
Laurette T. Koellner |
* | Director | March 9, 2023 |
Luis A. Müller | ||
* | Director | March 9, 2023 |
Carol S. Perry | ||
* | Director | March 9, 2023 |
Tawfiq Popatia |
*By: | /s/ Robert A. Mionis | |
Robert A. Mionis, Attorney in Fact |
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 9th day of March, 2023.
CELESTICA INC. | |||
(Authorized U.S. Representative) | |||
By: | /s/ Robert Ellis | ||
Name: | Robert Ellis | ||
Title: | Chief Legal Officer and Corporate Secretary |
EXHIBIT INDEX
Exhibit No. | Description of Exhibit |
5.1 | Opinion of Blake, Cassels & Graydon LLP |
5.2 | Consent of Blake, Cassels & Graydon LLP (included in opinion filed as Exhibit 5.1) |