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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000912057-01-520862.txt : 20010625
<SEC-HEADER>0000912057-01-520862.hdr.sgml : 20010625
ACCESSION NUMBER:		0000912057-01-520862
CONFORMED SUBMISSION TYPE:	6-K/A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20010622
FILED AS OF DATE:		20010622

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CELESTICA INC
		CENTRAL INDEX KEY:			0001030894
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC COMPONENTS, NEC [3679]
		IRS NUMBER:				980185558
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K/A
		SEC ACT:		
		SEC FILE NUMBER:	001-14832
		FILM NUMBER:		1665765

	BUSINESS ADDRESS:	
		STREET 1:		12 CONCORD PL
		STREET 2:		7TH FL
		CITY:			ONTARIO M3C 1V7
		STATE:			A6
		BUSINESS PHONE:		416442211
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K/A
<SEQUENCE>1
<FILENAME>a2052546z6-ka.txt
<DESCRIPTION>FORM 6-K/A
<TEXT>

<PAGE>
- --------------------------------------------------------------------------------

                                   FORM 6-K/A

                       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 June 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-_________

- -------------------------------------------------------------------------------
<PAGE>




                                 CELESTICA INC.
                                   FORM 6-K/A
                               MONTH OF JUNE 2001

Filed with this Form 6-K is the following:



- -    Material  Change  Report,  dated June 22, 2001,  the text of which is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Exhibits
- --------

99.1  - Material Change Report, dated June 22, 2001



<PAGE>


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: June 22, 2001                BY: /s/ Elizabeth DelBianco
                                      ---------------------------------
                                      Name:  Elizabeth DelBianco
                                      Title:  Vice President &  General Counsel



<PAGE>



                                  EXHIBIT INDEX


         EXHIBIT                    DESCRIPTION
         -------                    -----------
99.1                        Material Change Report, dated June 22, 2001.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a2052546zex-99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>

<PAGE>


                                                                    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

                  June 15, 2001

ITEM 3:  PRESS RELEASE

                  A press release was issued on June 15, 2001 by Celestica  Inc.
("Celestica") in Toronto, Ontario and Singapore.

ITEM 4:  SUMMARY OF MATERIAL CHANGE

                  On June 15, 2001,  Celestica  entered  into an agreement  with
Omni Industries  Limited ("Omni") that provides for the acquisition by Celestica
of all of the  outstanding  shares  of Omni,  a  diversified  Asian  electronics
manufacturing services provider,  headquartered in Singapore. The transaction is
expected to close in the fourth quarter of 2001.

ITEM 5:  FULL DESCRIPTION OF MATERIAL CHANGE

                  On June 15, 2001,  Celestica  entered  into an agreement  with
Omni that provides for the  acquisition  by Celestica of all of the  outstanding
shares of Omni, a diversified Asian electronics manufacturing services provider,
headquartered in Singapore.

                  Omni has a  broad-based  presence  in Asia with  locations  in
Singapore,  Malaysia,  China,  Indonesia and  Thailand,  and the company is also
represented in the United States and Mexico.  Among other things,  Omni provides
printed  circuit board assembly and system assembly  services,  as well as other
related  supply chain  capabilities  including  plastic  injection


<PAGE>


molding,  IC equipment,  substrates and distribution,  for OEMs in the PC and PC
peripherals,  storage and communications  sectors.  Omni has approximately 9,000
employees.

                  Under the  agreement,  Omni  shareholders  will be entitled to
receive 0.045  subordinate  voting shares of Celestica for each Omni share. Omni
shareholders  will  be able to  elect  to  receive  cash,  in lieu of  Celestica
subordinate voting shares, in respect of some or all of their Omni shares on the
basis of S$4.25  (approximately  U.S.$2.35) for each Omni share  exchanged under
the  agreement.  Total cash  available for the cash election is limited to S$860
million (approximately U.S.$475 million). Accordingly, if Omni shareholders were
to elect to receive more cash than is available,  their cash elections  would be
pro-rated  so that a maximum of S$860  million cash is paid by  Celestica.  Omni
shareholders  who do not make an election as to the form of  consideration  they
wish to  receive,  or who  are not  permitted  to  make an  election  due to the
securities  laws  of  the  jurisdiction  in  which  they  reside,  will  receive
consideration in the form of Celestica subordinate voting shares only.

                  The  transaction,  which has been  approved  by the  boards of
directors  of Omni and  Celestica,  is  subject  to Omni  shareholder  and court
approvals, and certain other conditions. Certain shareholders of Omni, including
its  chairman,  Wuthelam  Industries  (S)  Pte  Ltd.  and  key  members  of Omni
management,   who  collectively  own  in  aggregate  approximately  32%  of  the
outstanding shares of Omni, have entered into agreements to vote their shares in
favour  of  the  transaction,  which  will  be  effected  through  a  scheme  of
arrangement.

                  As at the  announcement  date,  the total  transaction  value,
including  consideration  for shares,  stock options and assumption of net debt,
was approximately  U.S.$890  million,  assuming that the total amount of cash is
subscribed  for. The  transaction  is expected to close in the fourth quarter of
2001.

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 at (416)
448-5800.

ITEM 9:  STATEMENT OF SENIOR OFFICER

         The  foregoing   accurately   discloses  the  material  change referred
to herein.


<PAGE>


                  DATED at Toronto, Ontario this 22nd day of June, 2001



                                (signed) ELIZABETH L. DELBIANCO
                                         -------------------------------------
                                         Elizabeth L. DelBianco
                                         Vice President, General Counsel
                                         and Secretary


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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