- ------------------------------------------------------------------------------- FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 2001 - ------------------------------------------------------------------------------- CELESTICA INC. (TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH) - ------------------------------------------------------------------------------- 12 CONCORDE PLACE TORONTO, ONTARIO CANADA, M3C 3R8 (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 X Form 40-F ______ ----- Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes _____ No X ---- 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 2001 Filed with this Form 6-K is the following: o Material Change Report, dated September 7, 2001, the text of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. o Press release, dated September 4, 2001, the text of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference. EXHIBITS 99.1 - Material Change Report, dated September 7, 2001 99.2 - Press Release, dated September 4, 2001 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 10, 2001 BY: /S/ ELIZABETH DELBIANCO -------------------------------- Name: Elizabeth DelBianco Title: Vice President & General Counsel EXHIBIT INDEX -------------- EXHIBIT DESCRIPTION ------- ----------- 99.1 Material Change Report 99.2 Press Release
Exhibit 99.1 MATERIAL CHANGE REPORT SECTION 75 OF THE SECURITIES ACT (ONTARIO) SECTION 85 OF THE SECURITIES ACT (BRITISH COLUMBIA) SECTION 118 OF THE SECURITIES ACT (ALBERTA) SECTION 84 OF THE SECURITIES ACT, 1988 (SASKATCHEWAN) SECTION 73 OF THE SECURITIES ACT (QUEBEC) SECTION 81 OF THE SECURITIES ACT (NOVA SCOTIA) SECTION 76 OF THE SECURITIES ACT, 1990 (NEWFOUNDLAND) ITEM 1: REPORTING ISSUER Celestica Inc. 7th Floor 12 Concorde Place Toronto, ON M3C 3R8 ITEM 2: DATE OF MATERIAL CHANGE August 31, 2001. ITEM 3: PRESS RELEASE A press release was issued on September 4, 2001 by Celestica Inc. in Toronto, Ontario. ITEM 4: SUMMARY OF MATERIAL CHANGE On August 31, 2001, Celestica Corporation ("Celestica") completed the acquisition of certain inventory, operating assets and real estate from Lucent Technologies Inc. ("Lucent"), pursuant to agreements previously entered into with Lucent. The aggregate purchase price of the transaction was approximately U.S. $570 million, subject to post-closing adjustments. ITEM 5: FULL DESCRIPTION OF MATERIAL CHANGE On August 31, 2001, Celestica completed the transactions contemplated by agreements previously entered into with Lucent, pursuant to which Celestica acquired from Lucent certain inventory, machinery and equipment used by Lucent in conducting its manufacturing and repair operations for printed circuit board assemblies for switching and access products in Columbus, Ohio and in conducting its manufacturing and repair operations for printed circuit board assemblies and frame assemblies for wireless products in Oklahoma City,Oklahoma. The total acquisition cost to Celestica was approximately U.S. $570 million, subject to post-closing adjustments. Concurrently with the completion of the asset purchase transactions, Celestica and Lucent entered into a five year external manufacturing services supply agreement pursuant to which Celestica will provide a spectrum of electronics manufacturing services for the current and future generations of Lucent's switching, access and wireless networking systems products. ITEM 6: RELIANCE ON SUBSECTION 75(3) OF THE ONTARIO SECURITIES ACT OR EQUIVALENT PROVISIONS Not applicable. ITEM 7: OMITTED INFORMATION Not applicable. ITEM 8: SENIOR OFFICER For further information, please contact Elizabeth L. DelBianco, Vice President, General Counsel and Secretary of Celestica Inc. at (416) 448-5800. ITEM 9: STATEMENT OF SENIOR OFFICER The foregoing accurately discloses the material change referred to herein. DATED at Toronto, Ontario this 7th day of September, 2001 /s/ Elizabeth DelBianco -------------------------- Elizabeth L. DelBianco Vice President, General Counsel and Secretary
Exhibit 99.2 CELESTICA COMMENCES STRATEGIC MANUFACTURING RELATIONSHIP WITH LUCENT TORONTO, Canada Celestica Inc. (NYSE, TSE: CLS), a world leader in electronics manufacturing services (EMS), today announced that it has commenced its previously announced five-year strategic manufacturing agreement with Lucent Technologies. As announced in late July, this transaction will see Celestica become Lucent's primary EMS provider. As part of this transaction, Celestica has acquired certain inventory, operating assets and real estate in the form of Lucent's manufacturing operation in Columbus, OH. Celestica also acquired certain inventory and operating assets at Lucent's Oklahoma City, OK. facility and will lease that building. The aggregate purchase price of the deal is approximately US$570 million, subject to post-closing adjustments. This strategic manufacturing agreement will see Celestica become the leading EMS provider for Lucent's North American switching, access and wireless networking systems products. Celestica will provide a spectrum of electronics manufacturing services such as printed circuit board assembly and test; prototype build; system assembly; repair; enclosure; backplane and supply chain management for the current and future generations of these products. A portion of this workload will be transferred to other Celestica facilities around the world. About Lucent Technologies Lucent Technologies, headquartered in Murray Hill, N.J., USA, designs and delivers the systems, software and services for next-generation communications networks for service providers and enterprises. Backed by the research and development of Bell Labs, Lucent focuses on high-growth areas such as broadband and mobile Internet infrastructure; communications software; Web-based enterprise solutions that link private and public networks; and professional network design and consulting services. For more information on Lucent Technologies, visit its website at http://www.lucent.com. About Celestica Celestica is a world leader in electronics manufacturing services (EMS) for industry leading original equipment manufacturers (OEMs), primarily in the computer and communications sectors. With facilities in North America, Europe, Asia and Latin America, Celestica provides a broad range of services including design, prototyping, assembly, testing, product assurance, supply chain management, worldwide distribution and after-sales service. For further information on Celestica, visit its website at http://www.celestica.com. The company's security filings can also be accessed at http://www.sedar.com and http://www.sec.gov. Celestica Safe Harbour and Fair Disclosure Statement Statements contained in this press release which are not historical facts are forward-looking statements which involve risk and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements. Among the key factors that could cause such differences are: the level of overall growth in the electronics manufacturing services (EMS) industry; lower-than-expected customer demand; component constraints; variability of operating results among periods; dependence on the computer and communications industries; dependence on a limited number of customers; and the ability to manage expansion, consolidation and the integration of acquired businesses. These and other factors are discussed in the Company's various public filings at http://www.sedar.com and http://www.sec.gov. As of its date, this press release contains any material information associated with this event. For further information: please contact: Laurie Flanagan, Celestica Corporate Communications, (416) 448-2200, media@celestica.com; To request a free copy of this organization's annual report, please go to http://www.newswire.ca and click on reports@cnw.
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