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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000912057-01-526462.txt : 20010806
<SEC-HEADER>0000912057-01-526462.hdr.sgml : 20010806
ACCESSION NUMBER:		0000912057-01-526462
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20010802
FILED AS OF DATE:		20010803

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
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14832
		FILM NUMBER:		1697048

	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
<SEQUENCE>1
<FILENAME>a2055852z6-k.txt
<DESCRIPTION>6-K
<TEXT>
<Page>
           -----------------------------------------------------------

                                    FORM 6-K

                       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 August 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
                              MONTH OF AUGUST 2001

Filed with this Form 6-K is the following:



- -   Material Change Report, dated August 2, 2001, the text of which is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.

- -   Press release, dated July 24, 2001, the text of which is attached hereto as
Exhibit 99.2 and is incorporated herein by reference.


EXHIBITS

99.1  - Material Change Report, dated August 2, 2001

99.2  - Press Release, dated July 24, 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: August 2, 2001             BY:  /s/ Elizabeth DelBianco
                                      ----------------------------------------
                                      Name:  Elizabeth DelBianco
                                      Title: Vice President &  General Counsel




<PAGE>


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT                    DESCRIPTION

<S>                     <C>
99.1                    Material Change Report

99.2                    Press Release
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>a2055852zex-99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>

                             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

                  July 24, 2001.

ITEM 3:           PRESS RELEASE

                  A press release was issued on July 24, 2001 by Celestica Inc.
in Toronto, Ontario. A copy of the press release is attached hereto.

ITEM 4:           SUMMARY OF MATERIAL CHANGE

                  On July 24, 2001, Celestica Corporation ("Celestica") entered
into agreements with Lucent Technologies Inc. ("Lucent") pursuant to which
Celestica will acquire certain inventory, real estate, and operating assets from
Lucent in Columbus, Ohio and Oklahoma City, Oklahoma. The agreements provide
that on closing, Celestica and Lucent will enter into a five-year external
manufacturing services supply agreement.

ITEM 5:           FULL DESCRIPTION OF MATERIAL CHANGE

                  On July 24, 2001, Celestica Corporation ("Celestica") entered
into agreements with Lucent Technologies Inc. ("Lucent") pursuant to which
Celestica will acquire certain inventory, real estate, and operating assets from
Lucent in Columbus, Ohio and Oklahoma City, Oklahoma. Pursuant to the
agreements, Celestica will purchase from Lucent certain inventory, machinery and
equipment used by Lucent in conducting its manufacturing and repair operations
for printed circuit board assemblies for switching and access products in
Columbus, Ohio and in conducting its manufacturing and repair operations for
printed circuit board assemblies and frame assemblies for wireless products in
Oklahoma City, Oklahoma. Celestica will purchase


<PAGE>

Lucent's facility in Columbus and will lease the Oklahoma City facility. The
total acquisition cost to Celestica is expected to be between U.S.$550-$650
million, subject to certain post-closing adjustments, primarily for inventory.

                  The agreements provide that on closing, Celestica and Lucent
will enter into a five-year external manufacturing services supply agreement
under which Celestica will provide certain electronics manufacturing services to
Lucent, such as printed circuit board assembly and test, prototype build, system
assembly, repair, enclosure, backplane and supply chain management.

                  The transaction is expected to close before the end of the
third quarter of 2001, and is subject to normal closing conditions, including
regulatory approvals.

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.


                  DATED at Toronto, Ontario this 31 day of July, 2001




                                        /s/ Elizabeth L. DelBianco
                                        ---------------------------------------
                                        Elizabeth L. DelBianco
                                        Vice President, General Counsel and
                                        Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>a2055852zex-99_2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
<PAGE>

FOR IMMEDIATE RELEASE                                TUESDAY, JULY 24, 2001



                     CELESTICA ANNOUNCES FIVE-YEAR STRATEGIC
                      MANUFACTURING AGREEMENT WITH LUCENT
                           WORTH UP TO US$10 BILLION



TORONTO, Canada - Celestica Inc. (NYSE, TSE: CLS), a world leader in electronics
manufacturing services (EMS), today announced that it has entered into a
strategic manufacturing agreement with Lucent Technologies. As part of this
transaction, Celestica will become Lucent's primary EMS provider and will be
acquiring certain inventory, real estate and operating assets.

The deal will include a five-year supply agreement worth up to US$10 billion in
total revenue. The purchase price is expected to be between US$550 - $650
million. Further terms will be disclosed upon the close of the transaction,
which is expected to occur by the end of the current quarter, and is subject to
normal closing conditions, including regulatory approvals.

This strategic manufacturing agreement will see Celestica become the leading EMS
provider for Lucent's North American demand for switching, access and wireless
networking systems products. Celestica will provide a spectrum of electronics
manufacturing services such as printed circuit board assembly and test;
prototype build; system assembly; repair; enclosure; backplane and supply chain
management for the current and future generations of these products. A portion
of this workload will be transferred to other Celestica facilities around the
world.

"Celestica is pleased to announce this major expansion of its existing
relationship with Lucent," said Eugene Polistuk, chairman and CEO, Celestica.
"This announcement significantly expands our revenue base and capabilities,
broadens our end-market portfolio and builds on the trusted relationship that
the two companies have established. Importantly, it also reinforces the
strategic and economic benefits of the EMS model and demonstrates that Celestica
is well positioned as the partner of choice in electronics manufacturing
services."

"By expanding our use of contract manufacturers, Lucent will benefit from their
expertise and investments while we focus our resources on developing the
advanced intelligent networking systems large service providers will need in the
future," said Rock Pennella, vice president, Project Management. "Working with
Celestica ensures we will continue to build networks with the high-quality
products our customers have come to expect from Lucent."

                                                                       more....

<PAGE>

                                      - 2 -

"This agreement with Celestica takes a long-standing relationship to a new
level," said Jose Meija, chief supply officer and vice president of Supply Chain
Networks for Lucent. "This supports our new supply chain management strategy
designed to optimize cash flow from operations and free up capital, and is a key
example of our determination to create a more nimble, more efficient Lucent
Technologies."

ABOUT LUCENT TECHNOLOGIES
Lucent Technologies, headquartered in Murray Hill, N.J., USA, designs and
delivers the systems, software and services for next-generation communications
networks for service providers and enterprises. Backed by the research and
development of Bell Labs, Lucent focuses on high-growth areas such as broadband
and mobile Internet infrastructure; communications software; Web-based
enterprise solutions that link private and public networks; and professional
network design and consulting services. For more information on Lucent
Technologies, visit its website at http://www.lucent.com.

ABOUT CELESTICA
Celestica is a world leader in electronics manufacturing services (EMS) for
industry leading original equipment manufacturers (OEMs). With facilities in
North America, Europe, Asia and Latin America, Celestica provides a broad range
of services including design, prototyping, assembly, testing, product assurance,
supply chain management, worldwide distribution and after-sales service. For
further information on Celestica, visit its website at http://www.celestica.com.
The company's security filings can also be accessed at www.sedar.com.

CELESTICA SAFE HARBOUR AND FAIR DISCLOSURE STATEMENT
STATEMENTS CONTAINED IN THIS PRESS RELEASE WHICH ARE NOT HISTORICAL FACTS ARE
FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISK AND UNCERTAINTIES WHICH COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN THE
FORWARD-LOOKING STATEMENTS. AMONG THE KEY FACTORS THAT COULD CAUSE SUCH
DIFFERENCES ARE: THE LEVEL OF OVERALL GROWTH IN THE ELECTRONICS MANUFACTURING
SERVICES (EMS) INDUSTRY; LOWER- THAN-EXPECTED CUSTOMER DEMAND; COMPONENT
CONSTRAINTS; VARIABILITY OF OPERATING RESULTS AMONG PERIODS; DEPENDENCE ON THE
COMPUTER AND COMMUNICATIONS INDUSTRIES; DEPENDENCE ON A LIMITED NUMBER OF
CUSTOMERS; AND THE ABILITY TO MANAGE EXPANSION, CONSOLIDATION AND THE
INTEGRATION OF ACQUIRED BUSINESSES. THESE AND OTHER FACTORS ARE DISCUSSED IN THE
COMPANY'S VARIOUS PUBLIC FILINGS AT http://www.sedar.com AND http://www.sec.gov

AS OF ITS DATE, THIS PRESS RELEASE CONTAINS ANY MATERIAL INFORMATION ASSOCIATED
WITH THIS EVENT.

                                      -30-

For further information please contact:
Laurie Flanagan
Celestica Corporate Communications
(416) 448-2200
media@celestica.com


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