UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 18, 2004
CELLSTAR CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-22972 | 75-2479727 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No. |
1730 Briercroft Court, Carrollton, Texas 75006
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(972) 466-5000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On November 22, 2004, CellStar Corporation announced that long-time Board member and former Chairman of the Board, James L. (“Rocky”) Johnson, died on Thursday, November 18, 2004. The press release is attached as an Exhibit to this Form 8-K and is incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 CellStar Corporation Press Release dated November 22, 2004.
* * * * *
The information furnished in Items 5.02 and 9.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly incorporated by specific itemized reference in such filing.
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 hereunto duly authorized.
| CELLSTAR CORPORATION | ||
| Date: November 22, 2004 |
By: /s/ Elaine Flud Rodriguez | |
| Name: Elaine Flud Rodriguez | ||
| Title: Senior Vice President and General Counsel | ||
EXHIBIT INDEX
| Number |
Description of Exhibit | |
| 99.1 | CellStar Corporation Press Release dated November 22, 2004 | |