=============================================================================== FORM 6-K/C 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 May 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/C MONTH OF MAY 2001 Filed with this Form 6-K/C are the following Exhibits to the Company's Registration Statement on Form F-3 (Reg. No. 333-50240): 1.2 Underwriting Agreement, dated May 22, 2001, between Celestica Inc. and Banc of America Securities LLC. 5.2 Opinion of Davies Ward Phillips & Vineberg LLP Exhibit ------- 99.1 Underwriting Agreement, dated May 22, 2001, between Celestica Inc. and Banc of America Securities LLC. 99.2 Opinion of Davies Ward Phillips & Vineberg LLP 1 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: May 25, 2001 By: /s/ Elizabeth DelBianco --------------------------------------- Name: Elizabeth DelBianco Title: Vice President & General Counsel 2 EXHIBIT INDEX ------------- EXHIBIT DESCRIPTION ------- ----------- 99.1 Underwriting Agreement, dated May 22, 2001, between Celestica Inc. and Banc of America Securities LLC. 99.2 Opinion of Davies Ward Phillips & Vineberg LLP 3