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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 14, 2003
MANUFACTURERS’ SERVICES LIMITED
(Exact Name of Registrant as Specified in Charter)
DELAWARE	001-15883		04-3258036
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
300 BAKER AVENUE, CONCORD, MA (Address of Principal Executive Offices)		01742 (Zip Code)
(Registrant’s telephone number, including area code) (978) 287-5630
NOT APPLICABLE
(Former name or former address, if changed since last report)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTION, D.C. 20549

~~Item~~FORM ~~5. Other Events.~~8-K

OnCURRENT October 14, 2003, Manufacturers’ Services Limited, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Celestica Inc., a corporation organized under the laws of the Province of Ontario, Canada (“Celestica”), MSL Acquisition Sub Inc., a Delaware corporation and wholly owned subsidiary of Celestica (“Merger Sub”) and the Company. Pursuant to the Merger Agreement, the Company will be merged with and into Merger Sub, and become a wholly-owned subsidiary of Celestica. Upon consummation of the merger, each outstanding share of common stock of the Company will be exchanged for 0.375 subordinate voting shares of Celestica. In addition, the holders of Series A and Series B preferred stock of the Company will be entitled to receive, at the shareholder’s election, US$52.50 per share plus accrued dividends in cash or a number of subordinate voting shares of Celestica equal to 0.375 times the number of shares of common stock of the Company into which the Series A and Series B shares may be converted (plus, in the case of the Series B preferred shares, an additional payment of US$2.25 per share payable in either cash or shares at the option of the Company). The share exchange ratio will be adjusted, if necessary, to ensure that the value of the consideration received for each share of common stock of the Company (based on the 20 trading day volume weighted average New York Stock Exchange closing price of the subordinate voting shares of Celestica determined on the third business day prior to the completion of the transaction) will be not less than US$6.00 and not more than US$7.25. The Company has approximately 34,398,030 common shares and 1,330,000 Series A and B preferred shares outstanding. The consummation of the merger is subject to various closing conditions, including the approval of the stockholders of the Company and the receipt of certain governmental approvals.REPORT

~~The~~ ~~merger~~PURSUANT ~~is intended~~TO toSECTION ~~constitute~~13 aOR ~~tax-free~~15(d) ~~reorganization~~OF ~~for tax purposes. Pursuant to the Merger Agreement, Celestica~~THE ~~will~~SECURITIES ~~assume~~EXCHANGE ~~the~~ACT ~~Company’s~~OF ~~outstanding stock option plans, and each outstanding Company stock option will become exercisable for subordinate voting shares of Celestica.~~1934

~~Certain institutional~~Date ~~shareholders~~ of ~~the~~Report ~~Company~~(Date ~~and officers~~ of ~~the~~earliest ~~Company,~~event ~~holding shares~~reported) ~~representing~~October ~~approximately 41.5% of the votes to be cast on the merger~~27, ~~have~~ entered into unconditional agreements to vote in favor of the merger, and the institutional shareholders have also granted Celestica the option to acquire from them, under certain circumstances, shares of common stock representing 30% of the votes that can be cast in connection with the merger. A copy of the Stockholders’ Agreement with the institutional shareholders is attached as Exhibit 99.1 and is incorporated herein by reference.2003

~~The~~MANUFACTURERS' ~~transaction was~~SERVICES ~~announced~~LIMITED (Exact ~~publicly~~name ~~on October 15, 2003. The description contained in this Item 5~~ of ~~the~~registrant ~~transactions contemplated~~as byspecified ~~the Merger Agreement is qualified~~ in ~~its~~charter) ~~entirety by reference to the full text of the Merger Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.~~

DELAWARE (State or other jurisdiction of incorporation)		001-15883 (Commission File Number)		04-3258036 (IRS Employer Identification No.)
300 BAKER AVENUE, CONCORD, MA 01742 (Address of principal executive offices) (Zip Code)

~~Item~~Registrant's telephone ~~7. Financial Statements~~number, ~~Pro~~including ~~Forma~~area ~~Financial~~code ~~Information~~(978) ~~and Exhibits.~~287-5630

NOT APPLICABLE (cFormer name or former address, if changed since last report.) ~~Exhibits~~

Exhibit No.		Item
2.1		Agreement and Plan of Merger, dated as of October 14, 2003, by and among Celestica Inc., MSL Acquisition Sub Inc. and Manufacturers’ Services Limited.
99.1		Stockholders Agreement dated October 14, 2003 among Celestica Inc., MSL Acquisition Sub Inc., DLJ Merchant Banking Partners, LP, DLJ International Partners, CV, DLJ Offshore Partners, CV, DLJ Merchant Banking Funding, Inc., DLJ First ESC LP, DLJ ESC, II LP and CSFB LLC as nominee for 2001 Plan Investors.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

3 (c) Exhibits

99.1: Press Release dated October 27, 2003 issued by Manufacturers' Services Limited.

~~SIGNATURE~~ ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

~~Pursuant~~ On toOctober 27, 2003, Manufacturers' Services Limited (the "Company") issued a press release announcing the Company's financial results for the quarter ended ~~requirements~~September of28, 2003. The press release is attached as Exhibit 99.1 and is incorporated herein by reference. In addition to disclosing results that are determined in accordance with Generally Accepted Accounting Principles (GAAP), the ~~Securities~~Company ~~Exchange~~also ~~Act~~discloses pro forma or non-GAAP results of ~~1934~~operations that exclude certain charges and unusual gains or losses. The Company provides pro forma results in order to better assess operating performance. These results are provided as a complement to results provided in accordance with GAAP. Management believes the pro forma measure helps indicate underlying trends in the Company's business, and management uses pro forma measures to help manage operations. Earnings guidance is provided only on a pro forma basis due to the ~~registrant~~difficulty ~~has~~in forecasting ~~duly~~and quantifying the amounts that would be required to be included in the GAAP measure. Pro forma information should not be considered in isolation, superior to, or as a substitute for, ~~caused~~GAAP measures. A copy of the press release is furnished with this report as an exhibit pursuant to be"Item ~~signed~~12. onResults ~~its~~of ~~behalf~~Operations byand ~~the~~Financial ~~undersigned~~Condition" ~~hereunto~~of ~~duly~~Form 8-K in accordance with SEC Release ~~authorized~~Nos. 33-8216 and 34-47583.

		MANUFACTURERS’ SERVICES LIMITED
		(Registrant)
Date:	October 17, 2003	By:	/s/ Alan R. Cormier
			Name: Alan R. Cormier
			Title: Vice President and General Counsel

The information in this Current Report on Form 8-K and the Exhibit attached hereto is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

4 SIGNATURE

~~EXHIBIT~~ Pursuant ~~INDEX~~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:

Exhibit No.	Description
	MANUFACTURERS' SERVICES LIMITED (Registrant
2.1	Agreement and Plan of Merger, dated as of October 14, 2003, by and among Celestica Inc., MSL Acquisition Sub Inc. and Manufacturers’ Services Limited.
	Date: October 27, 2003
99.1	Stockholders Agreement dated October 14, 2003 among Celestica Inc., MSL Acquisition Sub Inc., DLJ Merchant Banking Partners, LP, DLJ International Partners, CV, DLJ Offshore Partners, CV, DLJ Merchant Banking Funding, Inc., DLJ First ESC LP, DLJ ESC, II LP and CSFB LLC as nominee for 2001 Plan Investors.
	By:	/s/ ALBERT A. NOTINI Albert A. Notini Executive Vice President and Chief Financial Officer

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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

SIGNATURE

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