UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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OR | |
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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OR | |
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o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report:
Commission file number: 1-14832
CELESTICA INC. |
(Exact name of Registrant as specified in its charter) |
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Ontario, Canada |
(Jurisdiction of incorporation or organization) |
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5140 Yonge Street, Suite 1900 Toronto, Canada M2N 6L7 |
(Address of principal executive offices) |
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Curtis Cheam 5140 Yonge Street, Suite 1900 Toronto, Canada M2N 6L7 416-448-2211 clsir@celestica.com |
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class: |
| Name of each exchange on which registered: |
Subordinate Voting Shares |
| The Toronto Stock Exchange |
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| New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
N/A |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
N/A |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
117,692,169 Subordinate Voting Shares | 0 Preference Shares |
18,600,193 Multiple Voting Shares |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x No o
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x |
| Accelerated filer o |
| Non-accelerated filer o |
| Emerging growth company o |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act. o
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the statements included in this filing:
U.S. GAAP o |
| International Financial Reporting Standards as issued |
| Other o |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 o Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
Explanatory Note
This Amendment No. 1 (this “Amendment”) to the Annual Report on Form 20-F for the year ended December 31, 2018 (the “Original Filing”), filed on March 11, 2019 (the “Original Filing Date”) by Celestica Inc. (“we,” “our,” or the “Company”), is being filed solely: (i) to update the address of each of our principal executive office and company contact person set forth on the cover page of the Original Filing; (ii) to correct a transposed File No. in the Exhibit Index; and (iii) to replace Exhibits 4.24, 4.31 and 4.32 with the attached Exhibits 4.24, 4.31 and 4.32 (and amend the corresponding footnote in the Exhibit Index) to reflect amendments to paragraph 4(a) of Instructions as to Exhibits of Form 20-F governing the redaction of confidential information in material contracts, which became effective as of April 2, 2019.
Additionally, in connection with the filing of this Amendment, we are including certifications of our Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”).
Except as described above, this Amendment: does not amend any other information set forth in the Original Filing; speaks as of the Original Filing Date; does not reflect any events that may have occurred subsequent to the Original Filing Date; and does not modify or update any disclosures made in the Original Filing.
Item 19. Exhibits
The following exhibits have been filed as part of this Annual Report:
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| Incorporated by Reference | ||||||||
Exhibit |
| Description |
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| File No. |
| Filing Date |
| Exhibit |
| Filed |
1.1 |
| Certificate and Restated Articles of Incorporation effective June 25, 2004 |
| 20-F |
| 001-14832 |
| March 23, 2010 |
| 1.10 |
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1.2 |
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| 20-F |
| 001-14832 |
| March 23, 2010 |
| 1.11 |
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2 |
| Instruments defining rights of holders of equity securities or long-term debt: |
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2.1 |
| See Certificate and Restated Articles of Incorporation identified above |
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2.2 |
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| F-3ASR |
| 333-221144 |
| October 26, 2017 |
| 4.1 |
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4 |
| Certain Contracts: |
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4.1 |
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| 20-F |
| 001-14832 |
| March 23, 2010 |
| 4.1 |
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4.2 |
| Amending Agreement to Services Agreement made as of January 1, 2017 |
| 20-F |
| 001-14832 |
| March 13, 2017 |
| 4.2 |
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4.3 |
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| 20-F |
| 001-14832 |
| March 25, 2008 |
| 4.6 |
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4.4 |
| Amended and Restated Celestica Inc. Long-Term Incentive Plan as of January 29, 2014 |
| 6-K |
| 001-14832 |
| July 9, 2014 |
| 99.1 |
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4.5 |
| Amended and Restated Celestica Inc. Long-Term Incentive Plan as of July 22, 2015 |
| 6-K |
| 001-14832 |
| July 29, 2015 |
| 99.1 |
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4.6 |
| Amended and Restated Celestica Inc. Long-Term Incentive Plan as of October 19, 2015 |
| 20-F |
| 001-14832 |
| March 7, 2016 |
| 4.5 |
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4.7 |
| Amended and Restated Celestica Inc. Long-Term Incentive Plan as of October 19, 2016 |
| 20-F |
| 001-14832 |
| March 13, 2017 |
| 4.7 |
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4.8 |
| Amended and Restated Celestica Share Unit Plan as of January 29, 2014 |
| 6-K |
| 001-14832 |
| July 9, 2014 |
| 99.2 |
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4.9 |
| Amended and Restated Celestica Share Unit Plan as of July 22, 2015 |
| 6-K |
| 001-14832 |
| July 29, 2015 |
| 99.2 |
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4.10 |
| Amended and Restated Celestica Share Unit Plan as of October 19, 2015 |
| 20-F |
| 001-14832 |
| March 7, 2016 |
| 4.8 |
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4.11 |
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| SC TO-I |
| 005-55523 |
| October 29, |
| (d)(1) |
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4.12 |
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| SC TO-I |
| 005-55523 |
| October 29, |
| (d)(3) |
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| Incorporated by Reference | ||||||||
Exhibit |
| Description |
| Form |
| File No. |
| Filing Date |
| Exhibit |
| Filed |
4.28 |
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| 20-F |
| 001-14832 |
| March 11, 2019 |
| 4.28 |
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4.29 |
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| 20-F |
| 001-14832 |
| March 11, 2019 |
| 4.29 |
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4.30 |
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| 20-F |
| 001-14832 |
| March 11, 2019 |
| 4.30 |
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4.31 |
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4.32 |
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8.1 |
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| 20-F |
| 001-14832 |
| March 11, 2019 |
| 8.1 |
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11.1 |
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| 20-F |
| 001-14832 |
| March 23, 2010 |
| 11.1 |
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11.2 |
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| 20-F |
| 001-14832 |
| March 12, 2018 |
| 11.2 |
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12.1 |
| Principal Executive Officer Certification pursuant to Rule 13(a)-14(a) |
| 20-F |
| 001-14832 |
| March 11, 2019 |
| 12.1 |
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12.2 |
| Principal Financial Officer Certification pursuant to Rule 13(a)-14(a) |
| 20-F |
| 001-14832 |
| March 11, 2019 |
| 12.2 |
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12.3 |
| Principal Executive Officer Certification pursuant to Rule 13(a)-14(a) |
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12.4 |
| Principal Financial Officer Certification pursuant to Rule 13(a)-14(a) |
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| Incorporated by Reference | ||||||||
Exhibit |
| Description |
| Form |
| File No. |
| Filing Date |
| Exhibit |
| Filed |
13.1 |
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| 20-F |
| 001-14832 |
| March 11, 2019 |
| 13.1 |
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15.1 |
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| 20-F |
| 001-14832 |
| March 11, 2019 |
| 15.1 |
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101.INS** |
| XBRL Instance Document |
| 20-F |
| 001-14832 |
| March 11, 2019 |
| 101.INS |
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101.SCH** |
| XBRL Taxonomy Extension Schema Document |
| 20-F |
| 001-14832 |
| March 11, 2019 |
| 101.SCH |
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101.CAL** |
| XBRL Taxonomy Extension Calculation Linkbase Document |
| 20-F |
| 001-14832 |
| March 11, 2019 |
| 101.CAL |
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101.DEF** |
| XBRL Taxonomy Extension Definition Linkbase Document |
| 20-F |
| 001-14832 |
| March 11, 2019 |
| 101.DEF |
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101.LAB** |
| XBRL Taxonomy Extension Label Linkbase Document |
| 20-F |
| 001-14832 |
| March 11, 2019 |
| 101.LAB |
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101.PRE** |
| XBRL Taxonomy Extension Presentation Linkbase Document |
| 20-F |
| 001-14832 |
| March 11, 2019 |
| 101.PRE |
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* Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. This exhibit has been filed separately with the Securities and Exchange Commission without redactions. Confidential treatment has been granted pursuant to our Application for an Order Granting Confidential Treatment Pursuant to Rule 24b-2 of the U.S. Exchange Act.
** Will not be deemed “filed” for purposes of Section 18 of the U.S. Exchange Act, or otherwise subject to the liability of Section 18 of the U.S. Exchange Act, and will not be incorporated by reference into any filing under the U.S. Securities Act, or the U.S. Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
† Certain portions of this exhibit have been omitted because they are both: (i) not material; and (ii) would likely cause competitive harm to the Company if publicly disclosed.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to annual report on its behalf.
| CELESTICA INC. | |
| By: | /s/ ELIZABETH L. DELBIANCO |
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| Elizabeth L. DelBianco |
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| Chief Legal and Administrative Officer |
Date: April 25, 2019