<SEC-DOCUMENT>0000912057-01-534647.txt : 20011010
<SEC-HEADER>0000912057-01-534647.hdr.sgml : 20011010
ACCESSION NUMBER:		0000912057-01-534647
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20011009
EFFECTIVENESS DATE:		20011009

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:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-71126
		FILM NUMBER:		1753638

	BUSINESS ADDRESS:	
		STREET 1:		12 CONCORD PL
		STREET 2:		7TH FL
		CITY:			ONTARIO M3C 1V7
		STATE:			A6
		BUSINESS PHONE:		416442211
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>a2060458zs-8.txt
<DESCRIPTION>FORM S-8 - STAMPED PAGES 001 TO 008
<TEXT>
     As filed with the Securities and Exchange Commission on October 5, 2001

                                                       Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               _________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 CELESTICA INC.
             (Exact name of Registrant as specified in its charter)


          Ontario, Canada                               N/A
    (State or other jurisdiction                  (I.R.S. Employer
 of incorporation or organization)               Identification No.)
         12 Concorde Place
          Ontario, Canada
  (Address of principal executive                     M3C 3R8
              offices)                               (Zip code)


                 Omni Industries Employees' Share Option Scheme
                 Option Letter Agreement, dated January 4, 2000
                           (Full titles of the plans)

                                Kaye Scholer LLP
                          Attention: Managing Attorney
                    425 Park Avenue, New York, New York 10022
                                 (212) 836-8000
           (Name and address including zip code, and telephone number,
                    including area code of agent for service)

                                   Copies to:

   LYNN TOBY FISHER, ESQ.                            I. BERL NADLER
  JOEL I. GREENBERG, ESQ.                    Davis Ward Phillips & Vineberg LLP
     Kaye Scholer LLP                              1 First Canadian Place
     425 Park Avenue                             Toronto, Ontario M8X 1B1
   New York, N.Y. 10022                                    Canada
      (212) 836-8000                                   (416) 863-0900

                         CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
====================================================================================================================================
TITLE OF SECURITIES TO BE              AMOUNT TO BE                PROPOSED MAXIMUM          PROPOSED MAXIMUM          AMOUNT OF
      REGISTERED                        REGISTERED                  OFFERING PRICE          AGGREGATE OFFERING     REGISTRATION FEE
                                                                      PER SHARE                    PRICE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                         <C>                      <C>                    <C>
Subordinate Voting Shares              286,304 shares                 $1.71 (1)                  $490,163 (2)            $123

====================================================================================================================================
</Table>

(1) The proposed maximum offering price reflects a weighted average exercise
    price for the options. The exercise price per share ranges from $1.32 to
    $1.75.

(2) The offering price has been computed pursuant to Rule 457(h)(1) promulgated
    under the Securities Act of 1933, as amended. The exercise price per share
    has been converted from a Singapore dollar amount to a U.S. dollar amount
    as of October 1, 2001. At that date, the Daily 12 noon buying rates in
    New York, certified by the New York Federal Reserve Bank for customs
    purposes, in Singapore dollars was U.S.$1.00=S$1.7694.

<PAGE>

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, or portions thereof, filed with the
Securities and Exchange Commission (the "Commission") and any future filings
made with the Commission under the Exchange Act of 1934, as amended (the
"Exchange Act"), on Form 20-F, Form 40-F, Form 10-K, Form 10-Q and Form 8-K
are incorporated herein by reference.

     1.     Our Annual Report on Form 20-F for the year ended December 31,
     2000, filed with the Commission on May 22, 2001.

     2.     Our Current Reports on Form 6-K filed with the Commission on
     May 25, 2001, June 4, 2001, June 22, 2001, July 20, 2001, August 3,
     2001, August 9, 2001 and September 12, 2001.

     3.     Registration Statement of the Company on Form S-8 (Registration
     No. 333-9500) filed with the Commission on October 8, 1998.

We also incorporate by reference any Form 6-K we may file in the future with
the Commission unless we state in the Form 6-K that it is not incorporated by
reference into this registration statement.

         Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated herein by reference modifies or supersedes such
statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under the BUSINESS CORPORATIONS ACT (Ontario), the registrant may
indemnify a present or former director or officer or a person who acts or
acted at the registrant's request as a director or officer of another
corporation of which the registrant is or was a shareholder or creditor, and
his heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is a party by reason of his
position with the registrant, and provided that the director or officer acted
honestly and in good faith with a view to the best interests of the
registrant and, in the case of criminal or administrative action or
proceeding that is enforced by a monetary penalty, had reasonable grounds for
believing that his conduct was lawful. Such indemnification may be made in
connection with a derivative action only with court approval. A director or
officer is entitled to indemnification from the registrant as a matter of
right if he was substantially successful on the merits and fulfilled the
conditions set forth above.

<PAGE>

         In accordance with subsections  136(2) and (3) of the BUSINESS
CORPORATIONS ACT (Ontario), the by-laws of the registrant indemnify a
director or officer of the registrant, a former director or officer of the
registrant, or a person who acts or acted at the registrant's request as a
director or officer of a corporation of which the registrant is or was a
shareholder or creditor, and his heirs and legal representatives, against all
costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any civil,
criminal or administrative action or proceeding to which he is made a party
by reason of being or having been a director or officer of the registrant of
such corporation, if (i) he acted honestly and in good faith with a view to
the best interests of the registrant, and (ii) in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty,
he had reasonable grounds for believing that his conduct was lawful.

         The directors and officers of the  registrant are covered by
directors' and officers' insurance policies.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following are filed as exhibits to this registration statement:

EXHIBITS            DESCRIPTION
--------            -----------
   4.1              Omni Industries Employees' Share Option Scheme
   4.2              Option Letter Agreement, dated January 4, 2000
   5.1              Opinion of Davies Ward Phillips & Vineberg LLP
   23.1             Consent of Davies Ward Phillips & Vineberg LLP
                    Contained in such firm's opinion as filed as Exhibit 5.1
                    hereto
   23.2             Consent of Auditors
   24.1             Power of Attorney (included in signature page)

ITEM 9.           UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

1.     To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement. To include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

2.     That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed the initial BONA FIDE offering
thereof.

3.     To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

4.     The undersigned  registrant  hereby undertakes that, for purposes of
determining any liability under the Securities Act (and, where applicable,
each filing of an employee benefit plan's annual

                                     3

<PAGE>


report pursuant to Section 15(d) of the Exchange Act), each filing of the
registrant's annual report pursuant to Sections 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.

5.     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act, and will be governed by the final adjudication of such issue.

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused  this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toronto, Province of Ontario, Country of Canada,
on October 5, 2001.

                                 CELESTICA INC.


                                 By:  /s/ Eugene V. Polistuk
                                    ------------------------
                                          Eugene V. Polistuk
                                          Chairman of the Board and
                                          Chief Executive Officer

         Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes Eugene V. Polistuk, J. Marvin MaGee, Anthony P. Puppi
and Elizabeth DelBianco, and each of them, as attorney-in-fact, to sign and
file on his behalf, individually  and in each capacity stated below, any
pre-effective or post-effective amendment hereto.

<Table>
<Caption>
               Signature                                     Title                                 Date
               ---------                                     -----                                 ----
<S>                                      <C>                                                  <C>
 /s/ Eugene V. Polistuk                  Chairman of the Board, Chief Executive               October 5, 2001
------------------------                 Officer and Director
Eugene V. Polistuk


 /s/ Anthony P. Puppi                    Chief Financial Officer, Executive Vice              October 5, 2001
------------------------                 President, General Manager, Global Services
Anthony P. Puppi                         and Director


 /s/ Anthony R. Melman                   Director                                             October 5, 2001
-----------------------
Anthony R. Melman


 /s/ Mark L. Hilson                      Director                                             October 5, 2001
------------------------
Mark L. Hilson


------------------------                 Director
Robert L. Crandall


------------------------                 Director
Richard S. Love


 /s/ Roger L. Martin                     Director                                             October 5, 2001
-----------------------
Roger L. Martin


 /s/ Gerald W. Schwartz                  Director                                             October 5, 2001
------------------------
Gerald W. Schwartz

                                         Director
------------------------
Don Tapscott
</Table>


                                       1

<Page>

                            AUTHORIZED REPRESENTATIVE

         Pursuant to the requirements of Section 6(a) of the Securities Act,
the undersigned has signed this Registration Statement, solely in the
capacity of the duly authorized representative of Celestica Inc. in the
United States, on the 5th day of October, 2001.

                                        CELESTICA (U.S.), INC.
                                        (Authorized U.S. Representative)


                                         By:  /s/ J. Marvin MaGee
                                             ------------------------
                                              J. Marvin MaGee
                                              Director



                                       2

<PAGE>



                                  EXHIBIT INDEX

EXHIBITS            DESCRIPTION
--------            -----------
   4.1              Omni Industries Employees' Share Option Scheme
   4.2              Option Letter Agreement, dated January 4, 2000
   5.1              Opinion of Davies Ward Phillips & Vineberg LLP
   23.1             Consent of Davies Ward Phillips & Vineberg LLP
                    Contained in such firm's opinion as filed as Exhibit 5.1
                    hereto
   23.2             Consent of Auditors
   24.1             Power of Attorney (included in signature page)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>a2060458zex-4_1.txt
<DESCRIPTION>EXHIBIT 4.1 - STAMPED PAGES 008 TO 020
<TEXT>

<PAGE>

                                                                    EXHIBIT 4.1

           RULES OF THE OMNI INDUSTRIES EMPLOYEES' SHARE OPTION SCHEME

1.       NAME OF THE SCHEME

         The Scheme shall be called the "Omni Industries Employees' Share Option
         Scheme".

2.       OBJECTIVES OF THE SCHEME

         The Scheme is principally a share incentive scheme. The objective of
         the Scheme is to provide an opportunity for selected employees of
         the Group of the rank of Officer (or its equivalent) and above and
         Executive Directors to participate in the equity of the Company.

3.       DEFINITIONS

3.1      In this Scheme, unless the context otherwise requires, the following
         words and expressions shall have the following meanings:

<Table>
<Caption>
                  <S>                             <C>
                  "Act"                           :   The Companies Act (Chapter 50) of Singapore, as amended or
                                                      modified from time to time

                 "Adoption Date"                  :   The date on which this Scheme is adopted by the Company in
                                                      general meeting

                  "Aggregate Subscription Cost"   :   The total amount payable for Shares which may be acquired on
                                                      the exercise of an Option

                  "Auditors"                      :   The auditors of the Company for the time being

                  "Board"                         :   The Board of Directors of the Company for the time being

                  "CDP"                           :   The Central Depository (Pte) Limited

                  "Committee"                     :   A committee comprising Directors who are not Participants, for
                                                      the time being duly authorised and appointed by the Board to
                                                      administer the Scheme.

                  "Company" or "Omni Industries"  :   Omni Industries Limited

                  "Date of Grant"                 :   The date on which an Option is granted pursuant to Rule 5

                  "Director"                      :   A director of the Company for the time being
</Table>

<PAGE>


<Table>
<Caption>
                  <S>                             <C>
                  "Employee"                      :   A full-time confirmed employee of the Group selected by the
                                                      Committee to participate in the Scheme in accordance with
                                                      Rule 5

                  "Executive Director"            :   A Director who is a full-time employee and who performs an
                                                      executive function

                  "Group"                         :   The Company and its Subsidiaries

                  "Market Day"                    :   A day on which SES is open for trading in securities

                  "Members"                       :   The registered holders of the Shares or in the case of
                                                      Depositors, Depositors who have Shares entered against their
                                                      names in the Depository Register

                  "Option"                        :   The right to subscribe for Shares granted or to be granted
                                                      pursuant to the Scheme

                  "Option Period"                 :   Subject as provided in Rule 8, the period commencing on the
                                                      date immediately after the first anniversary of the Date of
                                                      Grant and ending on the date immediately before the fifth
                                                      anniversary of the relevant Date of Grant

                  "Participant"                   :   The holder of an Option

                  "Record Date"                   :   The date, at the close of business, on which Members must be
                                                      registered in order to participate in any dividends, rights,
                                                      allotments or other distributions

                  "SES"                           :   The Stock Exchange of Singapore Limited

                  "Scheme"                        :   The Omni Industries Employees' Share Option Scheme, as amended
                                                      from time to time

                  "Scheme Shares"                 :   Shares to be issued under the Scheme

                  "Shares"                        :   Ordinary shares of $0.10 each in the capital of the Company

                  "Subscription Price"            :   The price at which a Participant shall subscribe for each
                                                      Scheme Share upon the exercise of an Option as determined in
                                                      accordance with Rule 7

                  "Subsidiary"                    :   A company which is for the time being a subsidiary of the
                                                      Company as defined in Section 5 of the Act

                  "Trading Day"                   :   A day on which Shares are traded on SES

                  "$" and "cents"                 :   Singapore dollars and cents, respectively
</Table>


<PAGE>



<Table>
<Caption>
                  <S>                             <C>
                  "%" or "per cent"               :   Per centum
</Table>

     3.2  The terms "Depositor", "Depository Register" and "Depository Agent"
          shall have the meaning ascribed to them respectively in Section
          130A of the Act.

     3.3  Words importing the singular shall, where applicable, include the
          plural and VICE VERSA and words importing the masculine gender
          shall, where applicable, include the feminine and neuter genders.

     3.4  Any reference in this Scheme to any enactment is a reference to
          that enactment as for the time being amended or re-enacted. Any
          word defined under the Act or any statutory modification thereof
          and used in the Scheme shall have the meaning assigned to it under
          the Act.

     3.5  Any reference to a time of day in the Scheme shall be a reference to
          Singapore time.

4.   ADMINISTRATION OF THE SCHEME

     4.1  The Scheme shall be administered by the Committee in its absolute
          discretion with such powers and duties as are conferred on it by
          the Board.

     4.2  The Committee shall have the power, from time to time, to make and
          vary such regulations (not being inconsistent with the Scheme) for
          the implementation and administration of the Scheme as it deems fit.

     4.3  Any decision of the Committee, made pursuant to any provision of
          the Scheme (other than a matter to be certified by the Auditors),
          shall be final and binding (including any decision pertaining to
          disputes as to interpretation of the Scheme or any rule,
          regulation, procedure thereunder or as to any rights under the
          Scheme).

5.   GRANT AND ACCEPTANCE OF OPTIONS

     5.1  The following persons who must be at least twenty-one (21) years of
          age shall be eligible to participate in the Scheme at the
          discretion of the Committee. The person must:

          (i)  be a confirmed full-time employee of the Group of the rank of
               Officer (or its equivalent) and above; and

          (ii) who is not a substantial shareholder of the Company as defined in
               the Act.

     5.2  Executive Directors shall be eligible to participate in the Scheme
          if they meet the criteria in paragraph 5.1 and the grant of Option
          and related allotment and issue of Shares to them shall be
          specifically approved by shareholders of the Company in general
          meeting.

     5.3  Employees who are selected to participate in the Scheme shall not
          be eligible to participate in any other share option scheme
          implemented by the Group.

     5.4  Employees shall always participate in the option scheme of the
          company in which they are principally employed unless that company
          has not implemented such a scheme. In the event that the Company's
          Subsidiary implements a share option scheme, an

<PAGE>


          Employee who is principally employed by that subsidiary shall no
          longer be entitled to participate in the Scheme, and shall not be
          granted any further options under the Scheme; provided, however,
          that any Options which have already been granted to such Employee
          shall continue to be exercisable in accordance with the terms of
          the Scheme.

     5.5  Subject to Rule 12, the Committee may grant Options to such
          Employee as it may select in its absolute discretion at any time
          within the period of forty-two (42) days commencing after the fifth
          Market Day following the date of announcement of the Company's
          interim results or final results. In the event that an announcement
          on any matter of an exceptional nature involving unpublished
          price-sensitive information is made during the aforesaid forty-two
          (42) day period, Options may only be granted after the fifth Market
          Day from the date on which the aforesaid announcement is released.
          The aforesaid forty-two (42) day period may be extended with the
          approval of SES.

     5.6  The Letter of Offer to grant the Option to an Employee shall be in
          or substantially in the form set out in Appendix I (subject to such
          modifications as the Committee may from time to time determine).

     5.7  The grant of an Option to an Employee under Rule 5, if accepted by
          the Employee, shall be accepted by the Employee within thirty (30)
          days and in no event later than 5.00 p.m. on the thirtieth day from
          such Date of Grant by completing, signing and returning the
          Acceptance Form in or substantially in the form set out in Appendix
          II (subject to any modification as the Committee may from time to
          time determine), accompanied by a remittance of $1.00 as
          consideration. Such remittance shall in no circumstance be
          refundable.

     5.8  The Employee may accept or refuse the whole or part of the offer.
          If only part of the offer is accepted, the Employee shall accept
          the offer in multiples of 1,000 Scheme Shares.

     5.9  The Employee is eligible to participate in the Scheme on the date
          of receipt of the Acceptance Form by the Committee. The Committee
          shall within fifteen (15) Market Days of receipt of the Acceptance
          Form and consideration acknowledge receipt of the same.

     5.10 If the grant of an Option is not accepted in the manner provided in
          Rule 5.7, 5.8 and 5.9 such offer shall upon the expiry of the
          thirty (30) day period automatically lapse and shall be null and
          void and of no effect.

     5.11 In the event that a grant of an Option results in contravention of
          any applicable laws or regulations, such grant shall be null and
          void and of no effect and the relevant Participant shall have no
          claim whatsoever against the Company.

6.  MAXIMUM ENTITLEMENT

     6.1  Subject to such adjustment pursuant to Rule 11, the number of
          Shares which may be offered to an Employee in accordance with the
          Scheme shall be determined at the discretion of the Committee who
          shall take into account criteria such as rank, seniority, length of
          service, performance and potential for future development of the
          Employee and the performance of the Company.

<PAGE>

          And provided always that, subject to such adjustments as may be
          made pursuant to Rule 11 of the Scheme:

          (i)  the maximum  entitlement of any Employee shall not exceed
               twenty-five (25) per cent of the total number of Scheme Shares
               which may be issued by the Company (including any Scheme
               Shares which may be issued pursuant to adjustments, if any,
               under Rule 11) pursuant to the exercise of Options under the
               Scheme; and

          (ii) not more than fifty (50) per cent of the total number of
               Scheme Shares may be offered in aggregate to Executive
               Directors, chief executive officers, senior general managers
               and officers of equivalent rank.

     6.2  In any one financial year whilst the Scheme is in force, the
          Committee may grant Options in respect of up to ten (10) per cent
          of the maximum size of the Scheme as at the day preceding the Date
          of Grant, provided that if the Committee grants Options in respect
          of less than ten (10) per cent of the maximum number of Scheme
          Shares over which Options could be granted by the Committee in that
          financial year, the balance of the Scheme Shares over which Options
          could be granted in that financial year, shall be carried forward
          and added to the number of Scheme Shares over which Options may be
          granted in the following financial year(s).

7.   SUBSCRIPTION PRICE

          Subject to any adjustment pursuant to Rule 11, the Subscription
          Price for each Scheme Share shall be the average of the last dealt
          prices for the Shares, as determined by reference to the daily
          financial news published by SES for the three (3) consecutive
          Trading Days immediately preceding the Date of Grant or the nominal
          value of the Shares, whichever is higher.

8.   RIGHTS TO EXERCISE OPTIONS

     8.1  The offer of the Option shall be personal to the Employee to whom
          it  is granted and any Option granted and accepted by the Employee
          under  the Scheme shall not be transferred, charged, assigned,
          pledged or  otherwise disposed of or encumbered in whole or in part
          unless  approved by the Committee, but may be exercised by the
          Employee's duly  appointed personal representatives as provided in
          Rule 8 in the event  of the death of the Employee. Any breach of
          the foregoing shall  entitle the Company to cancel any outstanding
          Option or part thereof  granted to such Employee.

     8.2  Subject as provided in Rules 8, 9 and 10, an Option shall be
          exercisable, in whole or in part (provided that an Option may be
          exercised in part only in respect of 1,000 Scheme Shares or any
          multiple thereof), in accordance with the terms and conditions of
          this Scheme, at any time during the option period in the following
          manner:

          (i)  in relation to a Participant who has been in the service of
               the Group for less than twelve (12) months as at the Date of
               Grant of the Option, the Participant may exercise the Option
               from time to time after the second but before the third
               anniversary of the Date of Grant of the Option, in respect of
               Scheme Shares constituting up to but not more than forty (40)
               per cent of all Scheme Shares comprised in that Option. On or
               after the third but before the fourth anniversary

<PAGE>


               of the Date of Grant of the Option, the Participant may
               exercise the Option from time to time in respect of Scheme
               Shares constituting up to but not more than twenty (20) per
               cent of all Scheme Shares comprised in that Option. On or
               after the fourth anniversary of the Date of Grant of the
               Option, the Participant may exercise the Option from time to
               time in respect of Scheme Shares constituting the balance of
               the Scheme Shares comprised in that Option; and

          (ii) in relation to a Participant who has been in the service of
               the Group for twelve (12) months or more as at the Date of
               Grant of the Option, the Participant may exercise the Option
               from time to time after the first but before the second
               anniversary of the Date of Grant of the Option, in respect of
               Scheme Shares constituting up to but not more than forty (40)
               per cent of all the Scheme Shares comprised in that Option. On
               or after the second but before the third anniversary of the
               Date of Grant of the Option, the Participant may exercise the
               Option from time to time in respect of Scheme Shares
               constituting up to but not more than twenty (20) per cent of
               all the Scheme Shares comprised in that Option. On or after
               the third but before the fourth anniversary of the Date of
               Grant of the Option, the Participant may exercise the Option
               from time to time in respect of Scheme Shares constituting up
               to but not more than twenty (20) per cent of all the Scheme
               Shares comprised in that Option. On or after the fourth
               anniversary of the Date of Grant of the Option, the
               Participant may exercise the Option from time to time in
               respect of Scheme Shares constituting the balance of the
               Scheme Shares comprised in that Option.

     8.3  An Option shall, to the extent unexercised, immediately lapse without
          any claim against the Company:

          (i)  subject to the Rules 8.4, 8.5 and 8.6 upon the Participant
               ceasing to be in full-time employment of the Group or upon
               termination of the Participant's contract of services for any
               reason whatsoever; or

          (ii) upon bankruptcy of the Participant or the happening of any
               other event which results in his being deprived of the legal
               or beneficial ownership of such Option; or

         (iii) in the event of gross misconduct on the part of the
               Participant as determined by the Committee in its discretion.

          For the purpose of Rule 8.3(i), a Participant shall be deemed to
          have ceased to be so employed as of the date notice of termination
          of employment is tendered by or given to him, unless such notice
          shall be withdrawn prior to its effective date.

     8.4  If a Participant ceases to be employed by the Group by reason of
          ill-health,  injury, disability (in each case evidenced to the
          satisfaction of the Committee), redundancy, retirement or for any
          other reason approved in writing by the Committee, he may, at the
          absolute discretion of the Committee, exercise any unexercised
          Option within the period of six (6) months after the date of such
          cessation of employment or before the fifth anniversary of the Date
          of Grant, whichever is earlier, or such other period as approved by
          the Committee in writing. Upon the expiry of such period, the
          Option shall lapse.

<PAGE>


     8.5  If a Participant ceases to be employed by the Company or its
          Subsidiaries by reason of the company by which he is principally
          employed ceasing to be a member of the Group or the undertaking or
          part of the undertaking of such company being transferred otherwise
          than to another company within the Group or for any other reason
          whatsoever, provided the Committee gives its consent in writing, he
          may, at the discretion of the Committee, exercise any unexercised
          Option(s) during the period provided in Rule 8.2

     8.6  If a Participant dies and at the date of his death holds any
          unexercised Option, such Option may, at the absolute discretion of
          the Committee,  be exercised by the duly appointed  legal personal
          representatives of the Participant within the period of twelve (12)
          months after his death or before the fifth anniversary of the Date
          of Grant, whichever is earlier, or such other period as approved by
          the Committee in writing provided always that the Option shall be
          exercisable only after the first anniversary of the Date of Grant
          of that Option. Upon expiry of such period, the Option shall lapse.

9.   EXERCISE OF OPTIONS, ALLOTMENT AND LISTING OF SHARES

     9.1  Subject to rule 8, an Option may be exercised, by a Participant
          giving notice in writing to the Company, in the form or
          substantially in the form set out in Appendix III (subject to such
          modifications as the Committee may from time to time determine).
          Such notice must be accompanied by full payment of the Aggregate
          Subscription Cost, the relevant CDP charges and any other
          documentation the Committee may require. All payments pursuant to
          this clause shall be made in cash or by cheque, cashiers order,
          bank draft or postal order made out in favour of the Company. An
          Option shall be deemed to be exercised upon the receipt by the
          Company of the said notice duly completed and full payment of the
          Aggregate Subscription Cost, the relevant CDP charges and any other
          documentation as the Committee may require.

     9.2  In the event of an Option, being exercised in part only, the
          balance of the Option not thereby exercised shall continue to be
          exercisable in accordance with Rule 8 and the provisions of Rule 10
          until such time as it shall lapse in accordance with the provisions
          of this Scheme.

     9.3  The exercise of an Option (including the time and manner of such
          exercise) shall be subject to and carried out in accordance with
          any guidelines that may from time to time be prescribed by the
          Committee. The Company further reserves the right to treat any
          exercise as invalid where it has reason to believe that such
          exercise would or may infringe any applicable guidelines of SES.

     9.4  The Company shall, as soon as practicable after the exercise of an
          Option, allot and issue the relevant Scheme Shares to the
          Participant and shall apply to SES and any other stock exchanges on
          which the Shares are quoted, for permission to deal in and for
          quotation of such Scheme Shares. Subject to such consents or other
          required action of any competent authority under regulations or
          enactments for the time being in force as may be necessary and
          subject to compliance with the Rules of the Scheme, the Scheme
          Shares shall be allotted and issued to a Participant not more than
          ten (10) Market Days after the exercise of the Option and within
          five (5) Market Days from the date of such allotment, the Company
          shall issue and despatch to CDP and share certificates in respect
          thereof by ordinary post or such other mode as the Committee may
          deem fit.

<PAGE>


     9.5  Scheme Shares which are allotted on the exercise of an Option by a
          Participant shall be issued in the name of CDP or its nominees, as
          the case may be, and shall be credited to the Participant's
          securities account with CDP or sub-account maintained with a
          Depository Agent, as the case may be.

    9.6  The Scheme Shares issued on the exercise of an Option shall be
          subject to all provisions of the Articles of Association of the
          Company, and shall rank in full for all entitlements including
          dividends or other distributions declared or recommended in respect
          of the then existing issued Shares, the Record Date for which is on
          or after the date upon which such exercise occurred, and shall in
          all other respects rank pari passu with other Shares then in issue.

     9.7  The Company shall keep available sufficient unissued Shares to
          satisfy the exercise in full of all Options for the time being
          remaining capable of being exercised.

10.  TAKE-OVER AND WINDING UP OF THE COMPANY

     10.1 In the event of a take-over offer being made for the Shares of the
          Company, Participants (including Participants holding Options which
          are not then exercisable pursuant to the provisions of Rule 8.2)
          holding Options as yet unexercised shall, subject to Rule 10.5 be
          entitled to exercise such Options in full or in part in the period
          commencing on the date on which such offer is made or, if such
          offer is conditional, the date on which the offer becomes or is
          declared unconditional, as the case may be, and ending on the
          earlier of:

          (i)  the expiry of six (6) calendar months thereafter (unless prior
               to the expiry of such six (6) month period, at the
               recommendation of the offeror and with the approvals of the
               Committee and SES, such expiry date is extended to a later
               date (being a date falling not later than the date of expiry
               of the Option Period relating thereto)); or

          (ii) the date of the expiry of the Option Period relating thereto,
               whereupon any Option then remaining unexercised shall lapse
               and be null and void.

          Provided always that if during such period the offeror becomes
          entitled or bound to exercise the rights of compulsory acquisition
          of the Shares under Section 215 of the Act and, being entitled to
          do so, gives notice to the Participants that it intends to exercise
          such rights on a specified date, the Option shall remain
          exercisable until the specified date or the expiry of the Option
          Period relating thereto, whichever is earlier. Any Option not so
          exercised by the said specified date shall lapse provided that the
          rights of acquisition or obligations to acquire stated in the
          notice shall have been exercised or performed, as the case may be.

     10.2 If under the Act, the Court sanctions a compromise or arrangement,
          proposed for the purposes of, or in connection with, a scheme for
          the reconstruction of the Company or its amalgamation with another
          company or companies, each Participant shall be entitled, subject
          to Rule 8.3 and Rule 10.5, to exercise any Option then held by him
          during the period commencing on the date upon which the compromise
          or arrangement is sanctioned by the Court and ending either on the
          expiry of sixty (60) days thereafter or the date upon which the
          compromise or arrangement, as the case may be, becomes effective,
          whichever

<PAGE>


          is the later (but not after the expiry of the Option Period
          relating thereto), whereupon any unexercised Options shall lapse
          and become null and void.

     10.3 In the event of a members' voluntary winding-up of the Company
          (other than for the purposes of amalgamation or reconstruction),
          the Participants shall, notwithstanding that the resolution in
          respect of such winding-up is passed prior to the commencement of
          the Option Period relating to any of the Options of any
          Participant, subject to Rule 10.5, be entitled within thirty (30)
          days of the passing of the resolution of such winding-up (but not
          after the expiry of the Option Period relating thereto) to exercise
          in full any unexercised Options, after which such unexercised
          Options shall lapse and become null and void.

     10.4 If an order or an effective resolution is passed for the winding-up
          of the Company on the basis of its insolvency, all Options, to the
          extent unexercised, shall lapse and become null and void.

     10.5 If in connection with the making of a general offer referred to in
          Rule 10.1 or the scheme referred to in Rule 10.2 or the winding-up
          referred in Rule 10.3 and 10.4, arrangements are made (which are
          confirmed in writing by the Auditors, acting only as experts and
          not as arbitrators, to be fair and reasonable) for the compensation
          of Participants, whether by the continuation of their Options or
          the payment of cash or the grant of other options or otherwise, a
          Participant holding an Option, which is not then exercisable, may
          not, except at the discretion of the Committee, be permitted to
          exercise that Option as provided for in Rule 10.

     10.6 To the extent that an Option is not exercised within the periods
          referred to in Rule 7, it shall, subject to Rule 8, lapse and
          become null and void.

11.  VARIATION OF CAPITAL

     11.1 If a variation in the issued share capital of the Company (whether
          by way of a capitalisation or rights issue, reduction,
          sub-division, consolidation or distribution of Shares) shall take
          place then:

          (i)  the Subscription Price for the Scheme Shares; and/or

          (ii) the nominal value, class and/or number of Scheme Shares comprised
               in an Option to the extent unexercised and the rights attached
               thereto; and/or

         (iii) the nominal value, class and/or number of Scheme Shares over
               which additional Options may be granted to the Participant;

          shall be adjusted in such manner as the Committee may determine to
          be appropriate and upon the written confirmation of the Auditors
          (acting only as experts and not as arbitrators), except in relation
          to a capitalisation issue, that in their opinion, such adjustment
          is fair and reasonable.

          For this purpose, any issue of Options by the Company to subscribe for
          new Shares in the capital of the Company at less than the price as
          ascertained by reference to Rule 7 shall be deemed to amount to a
          variation in the issued share capital of the Company.


<PAGE>


     11.2 Notwithstanding the provisions of Rule 11.1 no such adjustment shall
          be made:

          (i)  if as a result, the Subscription Price shall fall below the
               nominal amount of a Share and if such adjustment would but for
               this paragraph result in the Subscription Price being less
               than the nominal amount of a Share, the Subscription Price
               payable shall be the nominal amount of a Share;

          (ii) if as a result, the number of shares which a Participant shall
               be entitled to subscribe for pursuant to the exercise of
               Options granted to him shall be reduced; and

         (iii) unless the Committee after considering all relevant
               circumstances, considers it equitable to do so.

     11.3 The issue of securities as consideration for an acquisition or a
          private placement of securities will not be regarded as a
          circumstance requiring adjustment.

     11.4 The restriction on the number of Scheme Shares to be offered to any
          Employee, under Rule 6.1 shall not apply to the number of
          additional Scheme Shares or Options over additional Scheme Shares
          issued by virtue of any adjustment to the number of Scheme Shares
          and/or Options pursuant to Rule 11.

     11.5 Upon any adjustment made pursuant to Rule 11, the Company shall
          notify each Participant (or his duly appointed  personal
          representatives) a statement setting forth the Subscription Price
          thereafter in effect and the nominal value, class and/or number of
          Scheme Shares thereafter to be issued on the exercise of the
          Option. Any adjustment shall take effect upon such written
          notification being despatched.

12. LIMITATIONS ON SIZE OF THE SCHEME

          The aggregate number of Scheme Shares over which the Committee may
          grant Options on any date, when added to the number of Shares
          issued and issuable in respect of all Options granted under this
          Scheme, shall not exceed fifteen (15) per cent of the issued share
          capital of the Company on the day preceding that date.

13. DURATION OF THE SCHEME

     13.1 The Scheme shall continue to be in force at the discretion of the
          Committee, subject to the maximum period of ten (10) years
          commencing on the Adoption Date, provided always that the Scheme
          may continue beyond the above stipulated period with the approval
          of the Company's shareholders by resolution in general meeting and
          of any relevant authorities which may then be required.

     13.2 The Scheme may be terminated at any time by the Committee or by
          resolution of the Company in general meeting subject to all other
          relevant approvals which may be required and if the Scheme is so
          terminated no further Options shall be offered by the Company
          hereunder but the provisions of the Scheme shall in relation to the
          Options then subsisting continue in full force and effect.

<PAGE>


     13.3 The termination or discontinuance or expiry of the Scheme shall be
          without prejudice to the rights accruing to Options which have been
          granted and accepted as provided in Rule 5, whether such Options
          have been exercised (whether fully or partially) or not.

     13.4 Every Option shall be subject to the condition that no Shares shall
          be issued pursuant to the exercise of an Option if such issue would
          be contrary to any law or enactment, or any rules or regulation of
          any legislative or non-legislative governing body for the time
          being in force in Singapore or any other relevant country.

14.  ALTERATION OF THE SCHEME

     14.1 The Scheme may be modified and/or altered in any respect at any
          time and from time to time by resolution of the Committee except
          that:

          (a)  no modification or alteration shall alter adversely the rights
               attaching to any Options granted prior to such modification or
               alteration except with the consent in writing of such number
               of Participants who, if they exercised their Options in full,
               would thereby become entitled to not less than three-quarters
               (3/4) in nominal value of all the Scheme Shares which would be
               allotted and issued upon exercise in full of all outstanding
               Options;

          (b)  the definitions of "Committee", "Employee" "Option Period",
               "Participant" and "Subscription Price" and the provisions of
               Rules 5.1 to 5.5, 5.7 to 5.9, 6.1, 7, 8, 9.6, 12 and this Rule
               14, shall not be altered to the advantage of Participants
               except with the sanction of the Members in general meeting; and

          (c)  no alteration or amendment shall be made without the prior
               approval of SES and such other regulatory authorities as may
               be necessary.

     14.2 Notwithstanding anything to the contrary contained in Rule 14.1,
          the Committee may at any time by resolution (and without other
          formality, save for the prior approval of SES if necessary) amend
          or alter the Scheme in any way to the extent necessary to cause the
          Scheme to comply with any statutory provision or the regulations of
          any regulatory or other relevant authority or body (including SES).

     14.3 The Committee shall from time to time review the terms of the
          Scheme in view of changes (if any) to the guidelines, statutory
          provisions or regulations of any regulatory or other relevant
          authority or body (including SES) and notwithstanding anything to
          the contrary contained in Rule 14.1, the Committee may at any time
          by resolution (and without other formality, save for the prior
          approval of SES) amend or alter the Scheme as it deems fit based on
          the findings of its review, save that amendments or alterations
          adversely affecting the rights of Members shall not be allowed
          except with the sanction of the Shareholders in general meeting.

     14.4 Written notice of any modification or alteration made in accordance
          with this Rule shall be given to all Participants.

<PAGE>


15.  DISPUTES

     Any dispute arising in connection with the Scheme (whether as to the
     number of Shares the subject of an Option, the amount of the
     Subscription Price or otherwise) shall be referred to the decision of
     the Committee and its decision shall be final and binding in all
     respects.

16.  TERMS OF EMPLOYMENT UNAFFECTED

     The terms of employment of a Participant shall not be affected by his
     participation in the Scheme which shall neither form part of such terms
     nor entitle him to take into account such participation in calculating
     any compensation or damages on the termination of his employment for any
     reason.

17.  DISCLAIMER OF LIABILITY

     Notwithstanding any provisions contained herein and subject to the Act,
     the Committee and the Company shall not under any circumstances be held
     liable for any costs, losses, expenses and damages whatsoever and
     howsoever arising in any event, including but not limited to the
     Company's delay in issuing and allotting the Scheme Shares or in
     applying for or procuring the listing of the Scheme Shares on SESDAQ in
     accordance with Rule 9 and any other stock exchanges on which the Shares
     are quoted or listed.

18.  TAXES

     All taxes (including income tax) arising from the exercise of any
     Option under the Scheme shall be borne by the Participants.

19.  COSTS AND EXPENSES OF THE SCHEME

     19.1 Each Participant shall be responsible for all the fees of CDP
          relating to or in connection with the issue and allotment of any
          Scheme Shares in CDP's name, the deposit of share certificate(s)
          with CDP, the Participant's securities account with CDP, or the
          Participant's securities sub-account with CDP Depository Agent
          (collectively, the "CDP charges").

     19.2 Save for the taxes referred to in Rule 18 and the fees referred to
          in Rule 19.1, all fees, costs and expenses incurred by the Company
          in relation to the Scheme including but not limited to the fees,
          costs and expenses relating to the issue and allotment of the
          Scheme Shares of the Company pursuant to the exercise of any Option
          shall be borne by the Company.

20.  NOTICES

     20.1 Any notice required to be given by a Participant to the Company
          shall be sent or made to the registered office of the Company or
          such other address as may be notified by the Company to him in
          writing.

<PAGE>


     20.2 Participants shall be entitled to receive copies of all notices,
          reports and accounts of the Company sent to shareholders of the
          Company. Such notices or documents required to be given to the
          Participant shall be delivered to him by hand or sent to him at his
          home address according to the records of the Company and if sent by
          post, shall be deemed to have been given on the day following the
          date of posting.

     20.3 Any notice or other communication served by post:

          (a)  by the Company shall be deemed to have been received
               twenty-four (24) hours after the same was put in the post
               properly addressed and stamped; and

          (b)  by the Participant shall be deemed to have been received when
               the  same is delivered to the Company at its registered office.

21.  GOVERNING LAW

     The Scheme shall be governed by, and construed in accordance with, the
     laws of the Republic of Singapore. The Participants, by accepting the
     Options in accordance with the Scheme, and the Company irrevocably agree
     to submit to the exclusive jurisdiction of the Courts of the Republic of
     Singapore.

22.  MISCELLANEOUS

     22.1 The Scheme shall not confer on any person any legal or equitable
          rights (other than those constituting the Options themselves)
          against the Company directly or indirectly or give rise to any
          cause of action at law or in equity against the Company.

     22.2 A Participant shall be responsible for obtaining any governmental
          or other official consent that may be required by any country or
          jurisdiction in order to permit the grant or exercise of the
          Option. The Company shall not be responsible for any failure by a
          Participant to obtain any such consent or for any tax or other
          liability to which a Participant may become subject as a result of
          his participation in the Scheme.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>a2060458zex-4_2.txt
<DESCRIPTION>EXHIBIT 4.2 - STAMPED PAGES 021 TO 026
<TEXT>

<PAGE>


                                                                    EXHIBIT 4.2

[OMNI GRAPHIC]




                                 LETTER OF OFFER

PRIVATE AND CONFIDENTIAL

4 January 2000


Mr. Khaw Kheng Joo
President, Electronics Group
63 Holland Grove Drive
Singapore 278891

Dear Kheng Joo

OPTION TO SUBSCRIBE FOR SHARES IN THE COMPANY

We have the pleasure of informing you that the Compensation Committee of the
Board of Directors of Omni Industries Limited ("the Company") has approved
the grant of a share option of 800,000 shares (the "Option") as part of your
initial salary package upon your commencement of employment with Omni
Industries Limited.

An offer is hereby made to you for the grant of the Option to subscribe in
aggregate for 800,000 ordinary shares of S$0.10 each in the capital of the
Company (the "Option Shares") at the subscription price of S$3.10 per Option
Share. This is the market close price as of 4 January 2000.

The grant of the Option shall be subject to the following principal terms and
as such may be amended from time to time:

1.  EXERCISE OF OPTION

     The Option shall take effect upon the date of your acceptance of this
     offer (the "Date of Grant") and may be exercised by you, in whole or in
     part (in multiples of 1,000 Option Shares) in the following manner:

     (i)   you may exercise the Option from time to time after the second but
           before the third anniversary of the Date of Grant, in respect of up
           to forty (40) per cent of the Option Shares;

     (ii)  on or after the third but before the fourth anniversary of the Date
           of Grant, you may exercise the Option from time to time in respect
           of up to another twenty (20) per cent of the Option Shares; and

     (iii) on or after the fourth anniversary of the Date of Grant, you may
           exercise the Option from time to time in respect of the balance of
           the Option Shares.

<PAGE>


2.   OPTION NOT TRANSFERABLE

     The Option shall be personal to the you and shall not be transferred,
     charged, assigned, pledged or otherwise disposed of or encumbered in
     whole or in part unless approved by the Compensation Committee, but may
     be exercised by your duly appointed personal representatives in the
     event of death. Any breach of the foregoing shall entitle the Company to
     cancel any outstanding portion of the Option or part thereof granted to
     you.

3.   LAPSING OF OPTION

     The Option shall, to the extent unexercised, immediately lapse without
     any claim against the Company upon the earlier of:

     (i)  3 January 2010; or

     (ii) upon the occurrence of any of the following events ("Lapsing Events"):

          (a)  subject to items A and B below, your termination of full time
               employment with the Omni Industries group of companies (the
               "Group") (deemed to be the date of notice of termination of
               your employment) for any reason whatsoever;

          (b)  your bankruptcy or the happening of any other event which
               results in you being deprived of the legal or beneficial
               ownership of the Option;

          (c)  gross misconduct on your part as determined by the
               Compensation  Committee in its discretion;

          (d)  take-over of the Company; or

          (e)  winding up of the Company.

               A.   If cessation of employment with the Group is by reason of
                    ill-health, injury, disability (in each case evidenced to
                    the satisfaction of the Compensation Committee),
                    redundancy, retirement or any other reason approved in
                    writing by the Compensation Committee, you may, at the
                    absolute discretion of the Compensation Committee,
                    exercise any unexercised portion of the Option within the
                    period of six (6) months after the date of such cessation
                    of employment, or before the fifth anniversary of the
                    Date of Grant, whichever is the earlier, or within such
                    other period as may be approved, by the Compensation
                    Committee in writing. Upon the expiry of such period, the
                    Option shall lapse.

               B.   In the event of your death, any unexercised portion of
                    the Option may, at the absolute discretion of the
                    Compensation Committee,  be exercised by your duly
                    appointed legal personal representative, within a period
                    of twelve (12) months after your death or before the
                    fifth anniversary of the Date of Grant, whichever is the
                    earlier, or within such other period as may be approved
                    by the  Compensation Committee in writing provided always
                    that the Option shall be exercisable only after the first
                    anniversary of the Date of Grant. Upon the expiry of such
                    period, the Option shall lapse.

<PAGE>


4.   MANNER OF EXERCISE OF OPTION

     (i)  This Option may be exercised by giving notice in writing to the
          Company in the form set out in Appendix 1. Such notice must be
          accompanied by full payment of the aggregate subscription price in
          respect of the number of Option Shares subscribed for, the relevant
          charges of The Central Depository (Pte) Limited (the "CDP") and any
          other documentation that the Compensation Committee may require.
          All payments pursuant to this clause shall be made in cashier's
          order, bank draft or postal order made out in favour of the
          Company. The Option shall be deemed to be exercised upon the
          receipt by the Company of the said notice duly completed and
          accompanied by full payment of the aggregate subscription price in
          respect of the Option Shares subscribed for, the relevant CDP
          charges and any other documentation that the Compensation Committee
          may require.

     (ii) In the event that the Option is exercised in part only, the balance
          of the Option not exercised shall continue to be exercisable.

    (iii) This exercise of the Option (including the time and manner of such
          exercise) shall be subject to and carried out in accordance with
          any guidelines  that may from time to time be  prescribed by the
          Compensation Committee. The Company further reserves the right to
          treat any exercise as invalid where it has reason to believe that
          such exercise would or may infringe any applicable guidelines of
          the Stock Exchange of Singapore Limited (the "SES").

5.  ISSUE AND LISTING AND QUOTATION OF OPTION SHARES

    (i)   The Company shall, as soon as practicable after an exercise of the
          Option, allot and issue the relevant Option Shares to you and shall
          apply to the SES and any other stock exchange on which the shares
          of the Company are quoted, for permission to deal in and for
          quotation of such Option Shares. Subject to such consents or other
          required action of any competent authority under regulations or
          enactments for the time being in force and subject to compliance
          with the terms and conditions of this Option, the Option Shares
          shall be allotted and issued to you not more than ten (10) days on
          which SES is open for trading in securities ("Market Days") after
          an exercise of the Option, and within five (5) Market Days from the
          date of such allotment, the Company shall issue and despatch to CDP
          the share certificates in respect  thereof by ordinary  post or
          such other mode as the Compensation Committee may deem fit.

    (ii)  Option Shares, which are allotted on an exercise of the Option,
          shall be issued in the name of CDP or its nominees, as the case may
          be, and shall be credited to your securities account with CDP.

    (iii) The Option Shares issued on an exercise of the Option shall be
          subject to the provisions of the Articles of Association of the
          Company, and shall rank in full for all entitlements including
          dividends or other distributions declared or recommended in respect
          of the then existing issued ordinary shares of the Company, the
          date, at the close of business, on which you must be registered in
          order to participate  in any  dividends,  rights,  allotments  or
          other distributions for which is on or after the date upon which
          such Option Shares had been quoted on SES, and shall in all other
          respects rank pari passu with other shares of the Company then in
          issue.

<PAGE>


6.   TAKE-OVER AND WINDING UP OF THE COMPANY

     (i)  In the event of a take-over offer being made for the shares of the
          Company and such offer becoming or being declared unconditional,
          you shall, subject to Paragraph 6(v) below, be entitled to exercise
          in full or in part in the period commencing on the date on which
          such offer is made or, if such offer is conditional, the date on
          which the offer becomes or is declared unconditional, as the case
          may be, and ending on the earlier of:

          (a)  the expiry of six (6) calendar months thereafter (unless prior
               to the expiry of such six (6) month period, at the
               recommendation of the offeror and with the approvals of the
               Compensation Committee and the SES, such expiry date is
               extended to a later date (being a date falling not later than
               the date of expiry of the period commencing on the Date of
               Grant and ending on the earlier of 3 January 2010 or the date
               of occurrence of any of the Lapsing Events (the "Option
               Period")); or

          (b)  the date of the expiry of the Option Period, whereupon the
               Option, to the extent then remaining unexercised, shall lapse
               and be null and void.

          Provided always that if during such period the offeror becomes
          entitled or bound to exercise the rights of compulsory acquisition
          of the shares of the Company under Section 215 of the Companies Act
          (Cap. 50) (the "Act") and, being entitled to do so, gives notice to
          you that it intends to exercise such rights on a specified date,
          the Option shall remain exercisable until the specified date or the
          expiry of the Option Period, whichever is earlier. The Option, to
          the extent not so exercised by the said specified date shall lapse
          provided that the rights of acquisition or obligations to acquire
          stated in the notice shall have been exercised or performed, as the
          case may be.

     (ii) If under the Act, the Court sanctions a compromise or arrangement,
          proposed for the purposes of, or in connection with, a scheme for
          the reconstruction of the Company or its amalgamation with another
          company or companies, you shall be entitled, subject to Paragraphs
          3(ii)(a), (b) and (c) and Paragraph 6(v), to exercise the Option
          (to the extent that it has not been exercised) then held by you
          during the period commencing on the date upon which the compromise
          or arrangement is sanctioned by the Court and ending on either the
          expiry of sixty (60) days thereafter or the date upon which the
          compromise or arrangement, as the case may be, becomes effective,
          whichever is the later (but not before the expiry of the Option
          Period), whereupon the Option (to the extent that it has not been
          exercise) shall lapse and become null and void.

    (iii) In the event of a member's voluntary winding up of the Company
          (other than for purposes of amalgamation or reconstruction), you
          shall, notwithstanding that the resolution in respect of such
          winding up is passed prior to the commencement of the Option
          Period, subject to Paragraph 6(v), be entitled within thirty (30)
          days of the passing of the resolution of such winding up (but not
          after the expiry of the Option Period) to exercise in full the
          Option (to the extent that it has not been exercised), after which
          such unexercised portion of the Option shall lapse and become null
          and void.

     (iv) If an order or an effective resolution is passed for the winding up
          of the Company on the basis of its insolvency, the Option, to the
          extent unexercised, shall lapse and become null and void.

<PAGE>


     (v)  If in connection with the making of a general offer referred to in
          Paragraph 6(i) or the scheme referred to in Paragraph 6(ii) or the
          winding up referred to in Paragraphs 6(iii) and (iv), arrangements
          are made (which are confirmed in writing by the auditors of the
          Company for the time being (the "Auditors") acting only as experts
          and not as arbitrators, to be fair and reasonable) for compensation
          to you, whether by way of the continuation of the Option or the
          payment of cash or the grant of other options or otherwise, you may
          not, except at the discretion of the Compensation Committee, be
          permitted to exercise any unexercised portion of the Option as
          provided for in this Paragraph 6.

     (vi) To the extent that the Option is not exercised within the period
          referred to in this Paragraph 6, it shall, subject to Paragraphs 1
          and 3, lapse and become null and void.

7.  VARIATION OF CAPITAL

     (i)  If a variation in the issued share capital of the Company (whether
          by way of a capitalisation or rights issue, reduction,
          sub-division, consolidation or distribution of shares) shall take
          place then:

          (a)  the subscription price for the Option Shares; and/or

          (b)  the nominal value, class and/or number of Option Shares comprised
               in the Option to the extent unexercised and the rights attached
               thereto;

          shall be adjusted in such manner as the Compensation Committee
          may determine to be appropriate and upon the written confirmation
          of the Auditors (acting only as experts and not as arbitrators),
          except in relation to a capitalisation issue, that in their
          opinion, such adjustments is fair and reasonable.

     (ii) Notwithstanding the provisions of paragraph 7(i) no such adjustment
          shall be made:

          (a)  if as a result, the subscription price of the Option Shares
               shall fall below the nominal amount of a share and if such
               adjustment would but for this paragraph result in the
               subscription price being less than the nominal amount of a
               share, the subscription price payable shall be the nominal
               amount of a share;

          (b)  if as a result, the number of shares which you shall be
               entitled to subscribe for pursuant to the exercise of the
               Option granted to you shall be reduced; and

          (c)  unless the Compensation Committee after considering all
               relevant circumstances, considers it equitable to do so.

   (iii)  The issue of securities as consideration for an acquisition or a
          private placement of securities will not be regarded as a
          circumstance requiring adjustment.

     (iv) Upon any adjustment made pursuant to this Paragraph 7, the Company
          shall notify you (or your duly appointed personal representative)
          in a statement setting forth the subscription price thereafter in
          effect and the nominal value, class and/or number of Option Shares
          thereafter to be issued on the exercise of the Option. Any
          adjustment shall take effect upon written notification being
          dispatched.

<PAGE>


8.   TAXES

     All taxes (including income taxes) arising from an exercise of the
     Option shall be borne by yourself.

9.   DISCLAIMER OF LIABILITY

     Notwithstanding any provisions contained herein and subject to the Act,
     the Compensation Committee and the Company shall not under any
     circumstances be held liable for any costs, losses, expenses and damages
     whatsoever and however arising in any event, including but not limited
     to the Company's delay in issuing and allotting the Option Shares or in
     applying for or procuring the listing of the Option Shares on SES and
     any other stock exchanges on which the shares of the Company are quoted
     or listed.

10.  MISCELLANEOUS

     You are responsible for obtaining any governmental or other official
     consent that may be required by any country or jurisdiction in order to
     permit the grant or exercise of the Option. The Company shall not be
     responsible for any failure on your part to obtain any such consent.

Please confirm your acceptance of this offer by signing and returning the
enclosed Acceptance Form by not later than 5.00 p.m. on 3rd February 2000,
failing which this offer shall automatically lapse and shall thereafter be
null and void.

Yours faithfully,
On behalf of Omni Industries Limited



 /s/ Lee Kim Bock
---------------------
Lee Kim Bock
CEO


Enc.


Appendix I and II



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>a2060458zex-5_1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
<PAGE>


                                                                    Exhibit 5.1


                [Davies Ward Phillips & Vineberg LLP Letterhead]

                                                                 File No. 37520

                                             October 5, 2001


Celestica Inc.
12 Concorde Place
Toronto, Ontario
M3C 3R8



                                 CELESTICA INC.
                       REGISTRATION STATEMENT ON FORM S-8

                  We have acted as  Canadian  counsel  to  Celestica  Inc.  (the
"Corporation")  in connection with its  Registration  Statement on Form S-8 (the
"Registration  Statement")  filed  pursuant to the  SECURITIES  ACT OF 1933,  as
amended (the "Act")  relating to the proposed  offering by the Corporation of up
to an aggregate of 286,317  subordinate  voting shares of the  Corporation  (the
"Subject  Shares")  pursuant  to the  exercise of options  (the "Omni  Options")
granted under the Omni Industries  Employees' Share Option Scheme (the "Scheme")
or under the letter of offer  dated  January  4, 2000  between  Omni  Industries
Limited ("Omni") and Khaw Kheng Joo (the "Letter of Offer"),  and assumed by the
Corporation and amended  pursuant to a merger agreement dated June 15, 2001 (the
"Merger Agreement") between the Corporation and Omni.

                  We have examined such  corporate  records of the  Corporation,
such  certificates of officers of the  Corporation,  public officials and others
and  originals,  copies or  facsimiles  of such other  agreements,  instruments,
certificates  and documents as we have deemed  necessary or advisable as a basis
for the opinion  expressed below. We have also relied,  as to certain matters of
fact, on a certificate of an officer of the Corporation of even date herewith, a
copy of which  is  attached  hereto.  We have  assumed  the  genuineness  of all
signatures,  the legal  capacity of all  individuals,  the  authenticity  of all
documents submitted to us as originals and the conformity to authentic originals
of all  documents  submitted  to us as  certified  or  photostatic  copies or as
facsimiles.

                  For the  purposes of the  opinion  expressed  below,  we have,
without independent investigation or verification, assumed that the Omni Options
have been duly granted by the board of directors of Omni in accordance  with the
terms  and  conditions  of the Omni  Option  Scheme or the  Letter of Offer,  as
applicable, and in compliance with all applicable laws.


<PAGE>


                                     - 2 -


                  Our opinions  expressed  herein are limited to the laws of the
Province of Ontario and the federal laws of Canada applicable in that province.

                  Based and relying upon and subject to the foregoing, we are of
the opinion  that the 286,317  Subject  Shares  which may be issued from time to
time upon the  exercise  of the Omni  Options  pursuant to the terms of the Omni
Options as amended pursuant to the Merger Agreement, will, upon the due exercise
of the Options  pursuant to the terms of the Omni Options as amended pursuant to
the Merger Agreement,  and upon receipt by the Corporation of the exercise price
for such  Subject  Shares,  be duly  issued  and  outstanding  as fully paid and
non-assessable shares in the capital of the Corporation.

                  We hereby  consent to the filing of this opinion as an exhibit
to the Registration  Statement (as it may be amended from time to time), without
thereby  admitting  that we are "experts"  under the Securities Act or the rules
and  regulations  of the  Commission  thereunder for purposes of any part of the
Registration  Statement (as it may be amended from time to time), including this
exhibit.

                  The  opinion  expressed  herein is  provided  solely  for your
benefit in connection  with the filing of the  Registration  Statement  with the
United States  Securities and Exchange  Commission and may not be used or relied
upon by any other person or for any other purpose.

                                       Yours very truly,

                                       DAVIES WARD PHILLIPS & VINEBERG LLP



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>6
<FILENAME>a2060458zex-23_2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>


<PAGE>


                                                                   EXHIBIT 23.2


                               CONSENT OF AUDITORS


The Board of Directors
Celestica Inc.

         We consent to the incorporation by reference in the registration
statement of Celestica Inc. on Form S-8 of our report dated January 22, 2001
relating to the consolidated financial statements of Celestica Inc. as at
December 31, 1999 and 2000 and for each of the years in the three year period
ended December 31, 2000, which report is included in Celestica Inc.'s Annual
Report on Form 20-F for the fiscal year ended December 31, 2000.



                                                          /s/ KPMG LLP
Toronto, Canada                                           Chartered Accountants
October 5, 2001

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