**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**                                                                                                          |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                                                                   |
| **OR**     |
| ** ** | ** **                                                                                                                                                                                                                   |
| **x**      | **ANNUAL REPORT PURSUANT TO   SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   For the fiscal year ended December 31, 2018**                                                                 |
| ** ** | ** **                                                                                                                                                                                                                   |
| **OR**     |
| ** ** | ** **                                                                                                                                                                                                                   |
| **o**      | **TRANSITION REPORT PURSUANT TO   SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   For the transition period from                to** |
| ** ** | ** **                                                                                                                                                                                                                   |
| **OR**     |
| ** ** | ** **                                                                                                                                                                                                                   |
| **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)                                                                      |
|                                                                                                                        |
| **Ontario, Canada**                                                                                                         |
| (Jurisdiction of incorporation or organization)                                                                             |
|                                                                                                                        |
| **5140 Yonge Street, Suite 1900**

**Toronto, Canada M2N 6L7**                                                              |
| (Address of principal executive offices)                                                                                    |
|                                                                                                                        |
| **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                   |
|                      |   | 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     |                  |

 

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   by the International Accounting Standards Board x |   | 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.

 

1

----

 

**Item 19.    Exhibits**

 

The following exhibits have been filed as part of this Annual Report:

 
| ** **           | ** ** | ** **                                                                                                                                                        | ** ** | **Incorporated by Reference** |
|----------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------|
| **Exhibit   Number** | ** ** | **Description**                                                                                                                                                   | ** ** | **Form**                                | ** ** | **File No.** | ** ** | **Filing Date** | ** ** | **Exhibit   No.** | ** ** | **Filed   Herewith** |
| 1.1                  |       | Certificate   and Restated Articles of Incorporation effective June 25, 2004                                                                                 |       | 20-F                                    |   | 001-14832 |   | March 23, 2010 |   | 1.10 |   |   |
| 1.2                  |       | Bylaw   No. 1                                                                                                                                                |       | 20-F                                    |   | 001-14832 |   | March 23, 2010 |   | 1.11 |   |   |
| 2                    |       | Instruments defining rights of holders of equity   securities or long-term debt:                                                                                  |       |                                    |   |   |   |   |   |   |   |   |
| 2.1                  |       | See Certificate and Restated Articles of   Incorporation identified above                                                                                         |       |                                    |   |   |   |   |   |   |   |   |
| 2.2                  |       | Form of   Subordinate Voting Share Certificate                                                                                                               |       | F-3ASR                                  |   | 333-221144 |   | October 26, 2017 |   | 4.1 |   |   |
| 4                    |       | Certain Contracts:                                                                                                                                                |       |                                    |   |   |   |   |   |   |   |   |
| 4.1                  |       | Services   Agreement, dated as of January 1, 2009, between Celestica Inc. and Onex   Corporation (“Services Agreement”)                       |       | 20-F                                    |   | 001-14832 |   | March 23, 2010 |   | 4.1 |   |   |
| 4.2                  |       | Amending   Agreement to Services Agreement made as of January 1, 2017                                                                                   |       | 20-F                                    |   | 001-14832 |   | March 13, 2017 |   | 4.2 |   |   |
| 4.3                  |       | Executive   Employment Agreement, dated as of January 1, 2008, between   Celestica Inc., Celestica International Inc. and Elizabeth L.   DelBianco |       | 20-F                                    |   | 001-14832 |   | March 25, 2008 |   | 4.6 |   |   |
| 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 |   |   |
| 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 |   |   |
| 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 |   |   |
| 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 |   |   |
| 4.8                  |       | Amended   and Restated Celestica Share Unit Plan as of January 29, 2014                                                                                 |       | 6-K                                     |   | 001-14832 |   | July 9, 2014 |   | 99.2 |   |   |
| 4.9                  |       | Amended   and Restated Celestica Share Unit Plan as of July 22, 2015                                                                                    |       | 6-K                                     |   | 001-14832 |   | July 29, 2015 |   | 99.2 |   |   |
| 4.10                 |       | Amended   and Restated Celestica Share Unit Plan as of October 19, 2015                                                                                 |       | 20-F                                    |   | 001-14832 |   | March 7, 2016 |   | 4.8 |   |   |
| 4.11                 |       | Coattail   Agreement, dated June 29, 1998, between Onex Corporation,   Celestica Inc. and Montreal Trust Company of Canada.                             |       | SC TO-I                                 |   | 005-55523 |   | October 29,   2012 |   | (d)(1) |   |   |
| 4.12                 |       | Directors’   Share Compensation Plan (2008)                                                                                                                  |       | SC TO-I                                 |   | 005-55523 |   | October 29,   2012 |   | (d)(3) |   |   |

 

2

----

 
| ** **           | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ** ** | **Incorporated by Reference** |
|----------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------|
| **Exhibit   Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | **Form**                                | ** ** | **File No.** | ** ** | **Filing Date** | ** ** | **Exhibit   No.** | ** ** | **Filed   Herewith** |
| 4.13                 |       | Amended   and Restated Revolving Trade Receivables Purchase Agreement, dated as of   November 4, 2011, among the Celestica Inc., Celestica LLC,   Celestica Czech Republic s.r.o., Celestica Holdings Pte Ltd., Celestica   Valencia S.A., Celestica Hong Kong Ltd., Celestica   (Romania) s.r.l., Celestica Japan KK, Celestica Oregon LLC, each of   the financial institutions named on Schedule I thereto and Deutsche Bank   AG New York Branch |       | 20-F                                    |   | 001-14832 |   | March 13, 2015 |   | 4.12 |   |   |
| 4.14                 |       | First   Amendment to Amended and Restated Revolving Trade Receivables Purchase   Agreement                                                                                                                                                                                                                                                                                                                                                                                                             |       | 20-F                                    |   | 001-14832 |   | March 13, 2017 |   | 4.18 |   |   |
| 4.15                 |       | Second   Amendment to Amended and Restated Revolving Trade Receivables Purchase   Agreement                                                                                                                                                                                                                                                                                                                                                                                                            |       | 20-F                                    |   | 001-14832 |   | March 14, 2014 |   | 4.14 |   |   |
| 4.16                 |       | Third   Amendment to Amended and Restated Revolving Trade Receivables Purchase   Agreement                                                                                                                                                                                                                                                                                                                                                                                                             |       | 20-F                                    |   | 001-14832 |   | March 11, 2019 |   | 4.16 |   |   |
| 4.17                 |       | Fourth   Amendment to Amended and Restated Revolving Trade Receivables Purchase   Agreement*                                                                                                                                                                                                                                                                                                                                                                                                           |       | 20-F                                    |   | 001-14832 |   | March 13, 2015 |   | 4.16 |   |   |
| 4.18                 |       | Fifth   Amendment to Amended and Restated Revolving Trade Receivables Purchase   Agreement and Accession Agreement*                                                                                                                                                                                                                                                                                                                                                                                    |       | 20-F                                    |   | 001-14832 |   | March 7, 2016 |   | 4.20 |   |   |
| 4.19                 |       | Sixth   Amendment to Amended and Restated Revolving Trade Receivables Agreement*                                                                                                                                                                                                                                                                                                                                                                                                                       |       | 20-F                                    |   | 001-14832 |   | March 13, 2017 |   | 4.23 |   |   |
| 4.20                 |       | Letter   Agreement pertaining to Amended and Restated Revolving Trade Receivables   Agreement*                                                                                                                                                                                                                                                                                                                                                                                                         |       | 20-F                                    |   | 001-14832 |   | March 12, 2018 |   | 4.20 |   |   |
| 4.21                 |       | Seventh   Amendment to Amended and Restated Revolving Trade Receivables Agreement*                                                                                                                                                                                                                                                                                                                                                                                                                     |       | 20-F                                    |   | 001-14832 |   | March 12, 2018 |   | 4.21 |   |   |
| 4.22                 |       | Eighth   Amendment to Amended and Restated Revolving Trade Receivables Agreement                                                                                                                                                                                                                                                                                                                                                                                                                       |       | 20-F                                    |   | 001-14832 |   | March 12, 2018 |   | 4.22 |   |   |
| 4.23                 |       | Ninth   Amendment to Amended and Restated Revolving Trade Receivables Purchase   Agreement and Accession Agreement                                                                                                                                                                                                                                                                                                                                                                                     |       | 20-F                                    |   | 001-14832 |   | March 11, 2019 |   | 4.23 |   |   |
| 4.24                 |       | Tenth Amendment to the Amended and Restated Revolving   Trade Receivables Purchase Agreement†                                                                                                                                                                                                                                                                                                                                                                                                     |       |                                    |   |   |   |   |   |   |   | X |
| 4.25                 |       | Directors’   Share Compensation Plan, amended and restated as of July 25, 2013                                                                                                                                                                                                                                                                                                                                                                                                          |       | 20-F                                    |   | 001-14832 |   | March 14, 2014 |   | 4.16 |   |   |
| 4.26                 |       | Directors’   Share Compensation Plan, amended and restated as of January 1, 2016                                                                                                                                                                                                                                                                                                                                                                                                        |       | 20-F                                    |   | 001-14832 |   | March 7, 2016 |   | 4.22 |   |   |
| 4.27                 |       | Directors’   Share Compensation Plan, amended and restated as of January 1, 2019                                                                                                                                                                                                                                                                                                                                                                                                             |       | 20-F                                    |   | 001-14832 |   | March 11, 2019 |   | 4.27 |   |   |

 

3

----

 
| ** **           | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                 | ** ** | **Incorporated by Reference** |
|----------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------|
| **Exhibit   Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                            | ** ** | **Form**                                | ** ** | **File No.** | ** ** | **Filing Date** | ** ** | **Exhibit   No.** | ** ** | **Filed   Herewith** |
| 4.28                 |       | Credit   Agreement, dated as of June 27, 2018, among Celestica Inc, and the   subsidiaries identified therein as Borrowers, Celestica Inc, and specified   subsidiaries identified therein as Guarantors, Bank of America, N.A. as   Administrative Agent, Swing Line Lender and an L/C Issuer, and the financial   institutions named therein as Lenders                                             |       | 20-F                                    |   | 001-14832 |   | March 11, 2019 |   | 4.28 |   |   |
| 4.29                 |       | First   Incremental Facility Amendment, dated as of November 14, 2018, by and   among Celestica Inc., Celestica International LP, Celestica (USA) Inc., the   guarantors party thereto, the Incremental Term B-2 Lender (as defined   therein), and Bank of America, N.A., as Administrative Agent                                                                                                    |       | 20-F                                    |   | 001-14832 |   | March 11, 2019 |   | 4.29 |   |   |
| 4.30                 |       | Second   Amendment to Credit Agreement, dated as of December 21, 2018, by and   among Celestica Inc., Celestica International LP, Celestica (USA) Inc., the   Guarantors party thereto, and Bank of America, N.A., as Administrative Agent.                                                                                                                                                           |       | 20-F                                    |   | 001-14832 |   | March 11, 2019 |   | 4.30 |   |   |
| 4.31                 |       | Securities Purchase and Merger Agreement, dated as of   October 9, 2018, by and among Impakt Holdings, LLC, Graycliff Private   Equity Partners III Parallel (A-1 Blocker) LLC, Graycliff Private Equity   Partners III Parallel LP, Celestica (USA) Inc., Iron Man Acquisition   Inc., Iron Man Merger Sub, LLC, and Fortis Advisors LLC, in its capacity   as Holder Representative† |       |                                    |   |   |   |   |   |   |   | X |
| 4.32                 |       | First Amendment to the Securities Purchase and Merger   Agreement, dated as of November 9, 2018, by and among Graycliff Private   Equity Partners III Parallel LP, Iron Man Acquisition Inc., and Impakt   Holdings, LLC†                                                                                                                                                                   |       |                                    |   |   |   |   |   |   |   | X |
| 8.1                  |       | Subsidiaries   of Registrant                                                                                                                                                                                                                                                                                                                                                                               |       | 20-F                                    |   | 001-14832 |   | March 11, 2019 |   | 8.1 |   |   |
| 11.1                 |       | Finance   Code of Professional Conduct                                                                                                                                                                                                                                                                                                                                                                     |       | 20-F                                    |   | 001-14832 |   | March 23, 2010 |   | 11.1 |   |   |
| 11.2                 |       | Business   Conduct Governance Policy                                                                                                                                                                                                                                                                                                                                                                       |       | 20-F                                    |   | 001-14832 |   | March 12, 2018 |   | 11.2 |   |   |
| 12.1                 |       | Principal   Executive Officer Certification pursuant to Rule 13(a)-14(a)                                                                                                                                                                                                                                                                                                                              |       | 20-F                                    |   | 001-14832 |   | March 11, 2019 |   | 12.1 |   |   |
| 12.2                 |       | Principal   Financial Officer Certification pursuant to Rule 13(a)-14(a)                                                                                                                                                                                                                                                                                                                              |       | 20-F                                    |   | 001-14832 |   | March 11, 2019 |   | 12.2 |   |   |
| 12.3                 |       | Principal Executive Officer Certification pursuant to   Rule 13(a)-14(a)                                                                                                                                                                                                                                                                                                                              |       |                                    |   |   |   |   |   |   |   | X |
| 12.4                 |       | Principal Financial Officer Certification pursuant to   Rule 13(a)-14(a)                                                                                                                                                                                                                                                                                                                              |       |                                    |   |   |   |   |   |   |   | X |

 

4

----

 
| ** **           | ** ** | ** **                                                                                                                                   | ** ** | **Incorporated by Reference** |
|----------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------|
| **Exhibit   Number** | ** ** | **Description**                                                                                                                              | ** ** | **Form**                                | ** ** | **File No.** | ** ** | **Filing Date** | ** ** | **Exhibit   No.** | ** ** | **Filed   Herewith** |
| 13.1                 |       | Certification   required by Rule 13a-14(b) and Section 1350 of Chapter 63   of Title 18 of the United States Code** |       | 20-F                                    |   | 001-14832 |   | March 11, 2019 |   | 13.1 |   |   |
| 15.1                 |       | Consent   of KPMG LLP, Chartered Professional Accountants                                                                               |       | 20-F                                    |   | 001-14832 |   | March 11, 2019 |   | 15.1 |   |   |
| 101.INS**            |       | XBRL Instance Document                                                                                                                       |       | 20-F                                    |   | 001-14832 |   | March 11, 2019 |   | 101.INS |   |   |
| 101.SCH**            |       | XBRL Taxonomy Extension Schema Document                                                                                                      |       | 20-F                                    |   | 001-14832 |   | March 11, 2019 |   | 101.SCH |   |   |
| 101.CAL**            |       | XBRL Taxonomy Extension Calculation Linkbase   Document                                                                                      |       | 20-F                                    |   | 001-14832 |   | March 11, 2019 |   | 101.CAL |   |   |
| 101.DEF**            |       | XBRL Taxonomy Extension Definition Linkbase Document                                                                                         |       | 20-F                                    |   | 001-14832 |   | March 11, 2019 |   | 101.DEF |   |   |
| 101.LAB**            |       | XBRL Taxonomy Extension Label Linkbase Document                                                                                              |       | 20-F                                    |   | 001-14832 |   | March 11, 2019 |   | 101.LAB |   |   |
| 101.PRE**            |       | XBRL Taxonomy Extension Presentation Linkbase   Document                                                                                     |       | 20-F                                    |   | 001-14832 |   | March 11, 2019 |   | 101.PRE |   |   |

 

----

*                                         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.

 

5

----

** **

**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 |
|   |                | Elizabeth L. DelBianco |
|   |                | Chief Legal and   Administrative Officer |

 

Date: April 25, 2019

 

6

----