-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F8GIhxAeEBMVCAVTanV8uT3Vzfi98etiWdROWCEuat8X/9KYe76q6xsGCzyd13uo FRxKFLfRT/B4CfmXT56yeg== 0000896058-96-000122.txt : 19960807 0000896058-96-000122.hdr.sgml : 19960807 ACCESSION NUMBER: 0000896058-96-000122 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19960806 SROS: NASD GROUP MEMBERS: ALPHA ASSURANCES I.A.R.D. MUTUELLE GROUP MEMBERS: ALPHA ASSURANCES VIE MUTUELLE GROUP MEMBERS: AXA GROUP MEMBERS: AXA ASSURANCES I.A.R.D. MUTUELLE GROUP MEMBERS: AXA ASSURANCES VIE MUTUELLE GROUP MEMBERS: CLAUDE BEBEAR, AS AXA VOTING TRUSTEE GROUP MEMBERS: DLJ CAPITAL CORPORATION GROUP MEMBERS: DONALDSON LUFKIN & JENRETTE INC /NY/ GROUP MEMBERS: DONALDSON, LUFKIN & JENRETTE SECURITIES CORP. GROUP MEMBERS: DONALDSON, LUFKIN & JENRETTE, INC. GROUP MEMBERS: FINAXA GROUP MEMBERS: HENRI DE CLERMONT-TONNERRE, AS AXA VOTING TRUSTEE GROUP MEMBERS: PATRICE GARNIER, AS AXA VOTING TRUSTEE GROUP MEMBERS: SPROUT GROWTH II, L.P. GROUP MEMBERS: THE EQUITABLE COMPANIES INCORPORATED GROUP MEMBERS: UNI EUROPE ASSURANCE MUTUELLE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CERPLEX GROUP INC CENTRAL INDEX KEY: 0000915870 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 330411354 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43505 FILM NUMBER: 96604374 BUSINESS ADDRESS: STREET 1: 1382 BELL AVE CITY: TUSTIN STATE: CA ZIP: 92680 BUSINESS PHONE: 7142585600 MAIL ADDRESS: STREET 1: 1382 BELL AVENUE CITY: TUSTIN STATE: CA ZIP: 92680 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DONALDSON LUFKIN & JENRETTE INC /NY/ CENTRAL INDEX KEY: 0000029646 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 131898818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 277 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10172 BUSINESS PHONE: 2128923000 MAIL ADDRESS: STREET 1: 277 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10172 FORMER COMPANY: FORMER CONFORMED NAME: DONALDSON LUFKIN & JENRETTE INC /NY/ DATE OF NAME CHANGE: 19960319 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) THE CERPLEX GROUP, INC. (Name of Issuer) COMMON STOCK $.001 PAR VALUE (Title of Class of Securities) 156913204 (CUSIP Number) Thomas E. Siegler c/o Donaldson, Lufkin & Jenrette, Inc. 277 Park Avenue New York, New York 10172 Tel. No.: (212) 892-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 11, 1996(1) (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ] Check the following box if a fee is being paid with this statement: [ ] - -------------- 1. Pursuant to Rule 13d-3(d)(1)(i)(B), this Date of Event is sixty (60) days prior to the date on which the holders of the Series B Stock (as defined in Item 1) will obtain the right to acquire beneficial ownership of Common Stock (as defined in Item 1) through the conversion of the Series B Stock. See Item 3. Exhibit Index at Page 31 Page 1 of 37 SCHEDULE 13D ================================================================================ CUSIP No. 156913 20 4 Page 2 of 37 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sprout Growth II, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,294,600 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,294,600 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,294,600 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 37 SCHEDULE 13D ================================================================================ CUSIP No. 156913 20 4 Page 3 of 37 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DLJ Capital Corporation - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,480,256 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,480,256 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,480,256 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 37 SCHEDULE 13D ================================================================================ CUSIP No. 156913 20 4 Page 4 of 37 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Donaldson, Lufkin & Jenrette Securities Corporation - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 25 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 25 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 0.1% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* BD, CO ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 37 SCHEDULE 13D ================================================================================ CUSIP No. 156913 20 4 Page 5 of 37 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Donaldson, Lufkin & Jenrette, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,483,448 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,483,448 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,483,448 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO, HC ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 37 SCHEDULE 13D ================================================================================ CUSIP No. 156913 20 4 Page 6 of 37 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Equitable Companies Incorporated - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,483,448 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,483,448 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,483,448 - See Item 5 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO, HC ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 37 SCHEDULE 13D ================================================================================ CUSIP No. 156913 20 4 Page 7 of 37 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,483,448 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,483,448 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,483,448 - See Item 5 (not to be construed as an admission of beneficial ownership) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 37 SCHEDULE 13D ================================================================================ CUSIP No. 156913 20 4 Page 8 of 37 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Finaxa - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,483,448 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,483,448 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,483,448 - See Item 5 (not to be construed as an admission of beneficial ownership) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 37 SCHEDULE 13D ================================================================================ CUSIP No. 156913 20 4 Page 9 of 37 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Assurances I.A.R.D. Mutuelle - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,483,448 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,483,448 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,483,448 - See Item 5 (not to be construed as an admission of beneficial ownership) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IC ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 9 of 37 SCHEDULE 13D ================================================================================ CUSIP No. 156913 20 4 Page 10 of 37 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Assurances Vie Mutuelle - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,483,448 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,483,448 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,483,448 - See Item 5 (not to be construed as an admission of beneficial ownership) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IC ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 10 of 37 SCHEDULE 13D ================================================================================ CUSIP No. 156913 20 4 Page 11 of 37 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Uni Europe Assurance Mutuelle - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,483,448 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,483,448 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,483,448 - See Item 5 (not to be construed as an admission of beneficial ownership) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IC ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 11 of 37 SCHEDULE 13D ================================================================================ CUSIP No. 156913 20 4 Page 12 of 37 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alpha Assurances Vie Mutuelle - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,483,448 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,483,448 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,483,448 - See Item 5 (not to be construed as an admission of beneficial ownership) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IC ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 12 of 37 SCHEDULE 13D ================================================================================ CUSIP No. 156913 20 4 Page 13 of 37 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alpha Assurances I.A.R.D. Mutuelle - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,483,448 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,483,448 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,483,448 - See Item 5 (not to be construed as an admission of beneficial ownership) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IC ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 13 of 37 SCHEDULE 13D ================================================================================ CUSIP No. 156913 20 4 Page 14 of 37 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Claude Bebear, as AXA Voting Trustee - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,483,448 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,483,448 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,483,448 - See Item 5 (not to be construed as an admission of beneficial ownership) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 14 of 37 SCHEDULE 13D ================================================================================ CUSIP No. 156913 20 4 Page 15 of 37 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Patrice Garnier, as AXA Voting Trustee - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,483,448 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,483,448 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,483,448 - See Item 5 (not to be construed as an admission of beneficial ownership) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 15 of 37 SCHEDULE 13D ================================================================================ CUSIP No. 156913 20 4 Page 16 of 37 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Henri de Clermont-Tonnerre, as AXA Voting Trustee - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,483,448 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,483,448 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,483,448 - See Item 5 (not to be construed as an admission of beneficial ownership) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 16 of 37 Pursuant to Item 101(a)(2)(ii) of Regulation S-T promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Act"), this Amendment No. 1 restates the Schedule 13D dated April 15, 1994 filed by Donaldson, Lufkin & Jenrette, Inc., and others (as amended, the "Schedule 13D"). Item 1. Security and Issuer. This Statement relates to the common stock, par value $0.001 per share (the "Common Stock"), of The Cerplex Group, Inc., a Delaware corporation (the "Company"), including the Common Stock issuable upon the conversion of outstanding Series B Preferred Stock (the "Series B Stock") and the Common Stock issuable upon the exercise of outstanding warrants and options beneficially owned by the Reporting Persons (as defined in Item 2 below). In accordance with Rule 13d-3(d)(1)(i) promulgated under the Act, the shares of Common Stock issuable upon the conversion of the Series B Stock and the exercise of the warrants and options have been treated, for the purposes of this filing, as Common Stock beneficially owned by certain of the Reporting Persons (as defined in Item 2 below). The Company's principal executive offices are located at 1382 Bell Avenue, Tustin, CA 92680. The information set forth in the Exhibits hereto is hereby expressly incorporated herein by reference and the responses to each item of this Schedule 13D are qualified in their entirety by the provisions of such Exhibits. Page 17 of 37 Item 2. Identity and Background. This Schedule 13D is being filed jointly on behalf of the following persons (collectively, the "Reporting Persons"): (1) Sprout Growth II, L.P., a Delaware limited partnership ("Growth II"); (2) DLJ Capital Corporation, a Delaware corporation ("DLJCC"); (3) Donaldson, Lufkin & Jenrette Securities Corporation, a Delaware corporation ("DLJSC"); (4) Donaldson, Lufkin & Jenrette, Inc., a Delaware corporation ("DLJ"); (5) The Equitable Companies Incorporated, a Delaware corporation ("Equitable"); (6) AXA, a societe anonyme organized under the laws of France; (7) Finaxa, a societe anonyme organized under the laws of France; (8) AXA Assurances I.A.R.D. Mutuelle, a mutual insurance company organized under the laws of France; (9) AXA Assurances Vie Mutuelle, a mutual insurance company organized under the laws of France; (10) Uni Europe Assurance Mutuelle, a mutual insurance company organized under the laws of France; (11) Alpha Assurances Vie Mutuelle, a mutual insurance company organized under the laws of France; (12) Alpha Assurances I.A.R.D. Mutuelle, a mutual insurance company organized under the laws of France, and (13) Claude Bebear, Patrice Garnier and Henri de Clermont-Tonnerre, trustees (the "AXA Voting Trustees") of a voting trust (the "AXA Voting Trust") established pursuant to a Voting Trust Agreement by and among AXA and the AXA Voting Trustees dated as of May 12, 1992. Growth II is a Delaware limited partnership formed to invest in securities for long-term appreciation. Page 18 of 37 DLJCC is a Delaware corporation formed to make investments in industrial and other companies to participate in the management of venture capital pools. DLJCC is the managing general partner of Growth II and makes all of the investment and voting decisions on the part of Growth II. DLJCC is a wholly owned subsidiary of DLJ. DLJSC is a Delaware corporation and is a registered broker/dealer. DLJSC is also a wholly owned subsidiary of DLJ. DLJ is a publicly-held Delaware corporation. DLJ, acting on its own behalf or through its subsidiaries, is a registered broker/dealer and registered investment adviser engaged in investment banking, institutional trading and research, investment management and financial and correspondent brokerage services. DLJ owns directly all of the capital stock of DLJCC and DLJSC. The address of the principal business and principal office of each of Growth II, DLJCC, DLJSC and DLJ is 277 Park Avenue, New York, NY 10172. Equitable is a Delaware corporation and is a holding company. Equitable owns, directly or indirectly, 80.2% of DLJ. The address of the principal business and principal office of Equitable is 787 Seventh Avenue, New York, NY 10019. AXA is a societe anonyme organized under the laws of France and is a holding company for an international group of insurance and related financial services companies. As of July 1, 1996, approximately 60.7% of the outstanding common stock as well as certain convertible preferred stock of Equitable was beneficially owned by AXA. For insurance regulatory purposes, to Page 19 of 37 insure that certain indirect minority shareholders of AXA will not be able to exercise control over Equitable and certain of its insurance subsidiaries, the voting shares of Equitable capital stock beneficially owned by AXA and its subsidiaries have been deposited into the AXA Voting Trust. For additional information regarding the AXA Voting Trust, reference is made to the Schedule 13D filed by AXA with respect to Equitable. Finaxa is a societe anonyme organized under the laws of France and is a holding company. Finaxa controls approximately 30.3% of the issued shares (representing approximately 39.4% of the voting power) of AXA. Each of AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, Uni Europe Assurance Mutuelle, Alpha Assurances Vie Mutuelle and Alpha Assurances I.A.R.D. Mutuelle (collectively, the "Mutuelles AXA") is a mutual insurance company organized under the laws of France. The Mutuelles AXA are owned by approximately 1.5 million policy holders. The Mutuelles AXA, as a group, control, directly and indirectly, through intermediate holding companies, approximately 38.3% of the issued shares (representing approximately 45.6% of the voting power) of AXA. AXA is indirectly controlled by the Mutuelles AXA, acting as a group. Claude Bebear, Patrice Garnier and Henri de Clermont- Tonnerre, the AXA Voting Trustees, exercise all voting rights with respect to the shares of Equitable capital stock beneficially owned by AXA and its subsidiaries that have been deposited in the AXA Voting Trust. The business Page 20 of 37 address, citizenship and present principal occupation of each of the AXA Voting Trustees are set forth on Schedule K attached hereto. The address of the principal business and principal office of each of AXA, Finaxa and the AXA Voting Trustees is 23, avenue Matignon, 75008 Paris, France; of each of AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle is 21, rue de Chateaudun, 75009 Paris, France; of each of Alpha Assurances I.A.R.D. Mutuelle and Alpha Assurances Vie Mutuelle is Tour Franklin, 100/101 Terrasse Boieldieu, Cedex 11, 92042 Paris La Defense, France; and of Uni Europe Assurance Mutuelle is 24, rue Drouot, 75009 Paris, France. The name, business address, citizenship, present principal occupation or employment and the name and business address of any corporation or organization in which each such employment is conducted, of each executive officer or member, as applicable, of the Board of Directors or the Conseil d'Administration (French analogue of a Board of Directors) of the Reporting Persons are set forth on Schedules A through K, respectively, attached hereto. During the past five (5) years, neither any of the Reporting Persons nor, to the best knowledge of any of the Reporting Persons, any of the other persons listed on Schedules A through K attached hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final Page 21 of 37 judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to United States federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. On November 19, 1993, the Company consummated a private placement (the "Private Placement") of two series of senior subordinated notes and Series A Preferred Stock (the "Series A Stock"). The Series A Stock was automatically converted into Common Stock upon the consummation of the initial public offering described below. The Series A Stock was sold by the Company at a purchase price of $7.50 per share. With funds from working capital, DLJCC purchased 86,268 shares of the Series A Stock. Robert Finzi, a general partner of a general partner of Growth II and an officer of the Sprout Division of DLJCC, received options to purchase 20,000 shares of Common Stock as a director of the Company, the beneficial interest of which is held for DLJCC. DLJSC acted as placement agent in connection with the Private Placement and received a fee from the Company for its services in connection therewith. A portion of the fee was paid in the form of a warrant to purchase 56,993 shares of the Series A Stock at an exercise price of $8.80 per share (the "Placement Agent Warrant"). The Placement Agent Warrant was issued to DLJCC. In January, 1994, DLJCC transferred a portion of the Placement Agent Warrant in respect of 3,135 shares of the Series A Stock (now Common Stock) to DLJSC as custodian for Page 22 of 37 certain employees of DLJSC and its affiliates. Upon consummation of the initial public offering of Common Stock described below, the Placement Agent Warrant automatically became exercisable for the same number of shares of Common Stock. Pursuant to the terms of the Placement Agent Warrant, the number of the shares issuable upon the exercise of the Placement Agent Warrant may be adjusted under certain circumstances. The form of the Placement Agent Warrant is attached hereto as Exhibit 1. Prior to the closing of the Private Placement, the Company offered each of its stockholders and option holders of record the right to exchange a fixed pro rata percentage of their respective shares of Common Stock for shares of Series A Stock. Pursuant to this recapitalization, the Company issued 1,200,000 shares of Series A Stock to those stockholders of the Company who wished to sell shares at the same time as the Private Placement. Of the 1,200,000 shares of Series A Stock sold by such stockholders, 847,065 shares were purchased by Growth II. Growth II's purchase was funded from the takedown of commitments made by the partners of Growth II to make contributions from time to time to fund investments by Growth II. On April 8, 1994, the Company commenced the initial public offering of its Common Stock (the "Offering") through underwriters led by DLJSC. DLJSC is a Delaware corporation and a registered broker/dealer. Since April 8, 1994, DLJSC has made a market in the Common Stock in the ordinary course of its activities as a broker/dealer, and has acquired and disposed of Page 23 of 37 shares of the Common Stock. The funds for DLJSC's purchases were made available from DLJSC's working capital. On October 21, 1994, DLJSC and DLJCC transferred warrants representing 3,135 and 32 shares of Common Stock, respectively, to DLJ First ESC, L.L.C. ("ESC"), a Delaware limited liability company and an "employee securities corporation" as defined in the Investment Company Act of 1940, as amended. As a result, ESC holds 3,167 warrants. The forms of the warrant certificates evidencing the number of warrants beneficially owned by DLJCC and ESC (the "Warrant Certificates") are attached hereto as Exhibit 4. On June 11, 1996, the Company consummated a private placement of 8,000 shares of the Series B Stock to certain accredited investors, including Growth II and DLJCC. Growth II and DLJCC purchased 2,269 and 231 shares of the Series B Stock, respectively, at a price of $1,000 per share. The funds used by Growth II and DLJCC to purchase the Series B Stock came from each respective entity's general investment capital. No funds of any of DLJ, Equitable, AXA, Finaxa, the Mutuelles AXA or the AXA Voting Trustees were used to purchase the Series B Stock. Subject to certain terms and provisions, each share of the Series B Stock will be convertible into shares of Common Stock commencing on September 9, 1996, ninety (90) days after the date of its issuance. Attached hereto as Exhibits 5 and 6, respectively, are the Stock Purchase Agreement, dated as of June 10, 1996, between the Company and the investors listed on Schedule A attached thereto (the "Series B Stock Purchase Agreement") and Page 24 of 37 the Certificate of Designation of Preferences of Series B Preferred Stock of The Cerplex Group, Inc., dated June 7, 1996 (the "Series B Certificate of Designation"). Item 4. Purpose of Transaction. Growth II and DLJCC acquired the Common Stock solely for investment purposes. Depending on market and other conditions, Growth II and DLJCC and DLJSC, in the ordinary course of its market-making activities, may acquire additional shares of Common Stock for investment and/or market-making purposes, as applicable, if such shares become available at prices that are attractive to them, or may dispose of all or a portion of the shares of Common Stock that they currently own or may hereafter acquire. In addition, any of the other Reporting Persons may acquire shares of Common Stock for investment purposes. In connection with the Offering, the representatives of the underwriters invoked the market stand-off provisions contained in the Registration Rights Agreement dated as of November 19, 1993, among the Company and the purchasers of the Series A Stock, as amended (the "Registration Rights Agreement"). As indicated above, the Series A Stock automatically converted into Common Stock upon the consummation of the Offering. Pursuant to such provisions, the purchasers of the Series A Stock (including Growth II and DLJCC) agreed, upon and to the extent requested by the underwriters, not to effect any public sale or distribution of Common Stock or any similar securities of the Company, or any securities convertible into or exchangeable or exercisable for such Page 25 of 37 securities, including a sale pursuant to Rule 144 under the Securities Act of 1933, for one hundred and eighty (180) days from the effective date of the registration statement under which the Common Stock was registered. The Registration Rights Agreement containing this market stand-off agreement, and Amendment Nos. 1 and 2 thereto, are attached hereto as Exhibit 2. Growth II and DLJCC acquired the Series B Stock for investment purposes. All shares of Common Stock acquired by DLJSC were acquired in the ordinary course of its market-making activities in such shares. Item 5. Interest in the Securities of the Issuer. Growth II may be deemed to be the beneficial owner of the 847,065 shares of Common Stock owned directly by it and the 2,269 shares of the Series B Stock owned directly by it. Each share of the Series B Stock is convertible into the number of shares of Common Stock equal to $1,000 divided by the lesser of (i) 80% of the average closing bid price of the Common Stock for the ten (10) trading days ending three (3) days prior to the date of the notice of conversion; or (ii) $5.07 (as adjusted for stock dividends, combinations or splits of Common Stock) (the "Conversion Rate"). Assuming the conversion of the Series B Stock at the rate of $1,000 divided by $5.07 (the "Assumed Conversion Rate"), Growth II may be deemed to beneficially own an aggregate of 1,294,600 shares of Common Stock (the "Growth II Shares"), or approximately 8.6% of the Page 26 of 37 outstanding Common Stock. Growth II has the sole power to vote and the sole power to dispose of the Growth II Shares. DLJCC may be deemed to be the beneficial owner of the 86,268 shares of Common Stock owned directly by it, the 53,826 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock and the 231 shares of the Series B Stock owned directly by it. Assuming the conversion of the Series B Stock at the Assumed Conversion Rate, DLJCC may be deemed to beneficially own directly an aggregate of 185,656 shares of Common Stock. As the managing general partner of Growth II, DLJCC also may be deemed, for the purposes of Rule 13d-3 under the Act, to beneficially own indirectly the Growth II Shares for an aggregate of 1,480,256 shares of Common Stock (the "DLJCC Shares"), or approximately 9.9% of the outstanding Common Stock. DLJCC has the sole power to vote and the sole power to dispose of the DLJCC Shares owned directly by it. DLJSC may be deemed to be the beneficial owner of the 25 shares of Common Stock owned directly by it (the "DLJSC Shares"), or less than 0.1% of the outstanding Common Stock as of the close of business on July 26, 1996. DLJSC has the sole power to vote and the sole power to dispose of the DLJSC Shares owned directly by it. As the sole stockholder of DLJCC and DLJSC, DLJ may be deemed, for the purposes of Rule 13d-3 under the Act, to beneficially own indirectly the DLJCC Shares and the DLJSC Shares. In addition, ESC owns warrants to purchase 3,167 shares of Common Stock (the "ESC Page 27 of 37 Shares"). Because of DLJ's ownership of DLJ LBO Plans Management Corporation, which is the manager of ESC and a wholly-owned indirect subsidiary of DLJ, DLJ may also be deemed, for the purposes of Rule 13d-3 under the Act, to beneficially own indirectly the ESC Shares, for an aggregate of 1,483,448 shares of Common Stock (the "DLJ Shares"), or approximately 9.9% of the outstanding Common Stock. Because of Equitable's ownership interest in DLJ, Equitable may be deemed, for the purposes of Rule 13d-3 under the Act, to beneficially own indirectly the DLJ Shares. Because of AXA's ownership interest in Equitable, and the AXA Voting Trustees' power to vote the Equitable shares placed in the AXA Voting Trust, each of AXA and the AXA Voting Trustees may be deemed, for the purposes of Rule 13d-3 under the Act, to beneficially own indirectly the shares of Common Stock that Equitable may be deemed to beneficially own indirectly. Because of the direct and indirect ownership interest in AXA of Finaxa and the Mutuelles AXA, each of Finaxa and the Mutuelles AXA may be deemed, for the purposes of Rule 13d-3 under the Act, to beneficially own indirectly the shares of Common Stock that AXA may be deemed to beneficially own indirectly. AXA, Finaxa, the Mutuelles AXA and the AXA Voting Trustees disclaim beneficial ownership of any shares of Common Stock. The Reporting Persons, in the aggregate, may be deemed to beneficially own 1,483,448 shares of Common Stock or approximately 9.9% of the outstanding Common Stock. The percentage of outstanding shares of Common Stock reported as beneficially owned by each Page 28 of 37 Reporting Person herein on the date hereof is based upon (a) the 13,397,425 shares of Common Stock outstanding as of June 11, 1996 based upon information furnished on behalf of the Company and (b) the conversion of all of the Company's outstanding Series B Stock, which votes together with the Common Stock on an as-converted basis (based on the Assumed Conversion Rate), or 1,577,909 shares of Common Stock, and assumes the issuance of shares of Common Stock underlying the warrants held by DLJCC and ESC. DLJSC has been a market-maker in the Common Stock, and in the ordinary course of its market-making activities has acquired and disposed of shares at prices ranging from $5.75 to $7.125 per share during the period of May 27, 1996 to July 26, 1996. Except as disclosed above, no transactions in the Common Stock, the Series B Stock or options or warrants to acquire Common Stock have been effected since July 26, 1996 by the Reporting Persons, any other person controlling the Reporting Persons, or any of the persons named in Schedules A through K. In addition, as of July 26, 1996, Robert Finzi holds for the beneficial interest of DLJCC options to purchase 30,000 shares of Common Stock which he received in his capacity as a director of the Company. On August 22, 1996, the Company is expected to grant Mr. Finzi an option to purchase an additional 10,000 shares of Common Stock. Mr. Finzi also owns directly 3,500 shares of Common Stock. Page 29 of 37 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Reference is made to the Registration Rights Agreement, and Amendment Nos. 1 and 2 thereto, which are attached hereto as Exhibit 2. The purchasers of the Series A Stock (including Growth II and DLJCC) agreed to certain restrictions with respect to the transfer of their shares pursuant to market stand-off provisions in the Registration Rights Agreement. See Item 4 above for a description of these market stand-off provisions. The registration Rights Agreement was further amended pursuant to Amendment Nos. 3 and 4 thereto, which are attached hereto as Exhibit 7. Except for the agreements described in this Item 6 and the relationships described in Item 2 above, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons enumerated in Item 2 above, and any other person, with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Page 30 of 37 Item 7. Material to be filed as Exhibits. Exhibit 1*: Form of Placement Agent Warrant (filed in paper form as Exhibit 1 to the Schedule 13D of the Reporting Persons dated April 15, 1994). Exhibit 2*: Registration Rights Agreement, as amended by Amendment Nos. 1 and 2 (filed in paper form as Exhibit 2 to the Schedule 13D of the Reporting Persons dated April 15, 1994). Exhibit 3*: Joint Filing Agreement (filed in paper form as Exhibit 3 to the Schedule 13D of the Reporting Persons dated April 15, 1994). Exhibit 4: Forms of Warrant Certificates, dated November 29, 1994, evidencing 53,826 and 3,167 warrants issued to DLJCC and ESC, respectively. Exhibit 5: The Series B Stock Purchase Agreement. Exhibit 6: The Series B Certificate of Designation. Exhibit 7: Amendment Nos. 3 and 4 to the Registration Rights Agreement. Exhibit 8: Joint Filing Agreement. Exhibit 9: Powers of Attorney. - ------------------- * Incorporated by reference herein pursuant to Rule 102(a) of Regulation S-T promulgated under the Act. Page 31 of 37 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the information set forth in this statement is true, complete and correct. Dated: August 6, 1996 Sprout Growth II, L.P. by: DLJ Capital Corporation its: Managing General Partner /s/ Thomas E. Siegler ____________________________________ Thomas E. Siegler Secretary and Treasurer Page 32 of 37 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the information set forth in this statement is true, complete and correct. Dated: August 6, 1996 DLJ Capital Corporation /s/ Thomas E. Siegler _________________________________ Thomas E. Siegler Secretary and Treasurer Page 33 of 37 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the information set forth in this statement is true, complete and correct. Dated: August 6, 1996 Donaldson, Lufkin & Jenrette Securities Corporation /s/ Thomas E. Siegler ____________________________________ Thomas E. Siegler Senior Vice President Page 34 of 37 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: August 6, 1996 Donaldson, Lufkin & Jenrette, Inc. /s/ Thomas E. Siegler ____________________________________ Thomas E. Siegler Senior Vice President Page 35 of 37 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the information set forth in this statement is true, complete and correct. Dated: August 6, 1996 The Equitable Companies Incorporated /s/ Alvin H. Fenichel ____________________________________ Alvin H. Fenichel Senior Vice President and Controller Page 36 of 37 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the information set forth in this statement is true, complete and correct. Dated: August 6, 1996 AXA Finaxa AXA Assurances I.A.R.D. Mutuelle AXA Assurances Vie Mutuelle Uni Europe Assurance Mutuelle Alpha Assurances I.A.R.D. Mutuelle Alpha Assurances Vie Mutuelle Claude Bebear, as AXA Voting Trustee Patrice Garnier, as AXA Voting Trustee Henri de Clermont-Tonnerre, as AXA Voting Trustee /s/ Richard V. Silver ______________________________ Richard V. Silver Attorney-in-fact Page 37 of 37 SCHEDULE A Executive Officers and Directors of DLJ Capital Corporation The names of the Directors and the names and titles of the Executive Officers of DLJ Capital Corporation ("DLJCC") and their business addresses and principal occupations are set forth below. Each Director's or Executive Officer's business address is that of DLJCC at 277 Park Avenue, New York, NY 10172. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to DLJCC and each individual is a United States citizen. Name, Business Address Present Principal Occupation * Richard E. Kroon President and Chief Executive Officer * Anthony F. Daddino Vice President; Executive Vice President and Chief Financial Officer, Donaldson, Lufkin & Jenrette, Inc. * Thomas E. Siegler Secretary and Treasurer; Senior Vice President and Secretary, Donaldson, Lufkin & Jenrette, Inc. - -------------------------- * Director A-1 SCHEDULE B Executive Officers and Directors of Donaldson, Lufkin & Jenrette Securities Corporation The names of the Directors and the names and titles of the Executive Officers of Donaldson, Lufkin & Jenrette Securities Corporation ("DLJSC") and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of DLJSC at 277 Park Avenue, New York, NY 10172. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to DLJSC and each individual is a United States citizen. Name, Business Address Present Principal Occupation * John S. Chalsty Chairman and Chief Executive Officer; Chairman and Chief Executive Officer, Donaldson, Lufkin & Jenrette, Inc. * Joe L. Roby President and Chief Operating Officer; President and Chief Operating Officer, Donaldson, Lufkin & Jenrette, Inc. * Carl B. Menges Vice Chairman of the Board;Vice Chairman of the Board, Donaldson, Lufkin & Jenrette, Inc. * Hamilton E. James Managing Director; Managing Director, Donaldson, Lufkin & Jenrette, Inc. B-1 * Richard S. Pecther Managing Director; Managing Director, Donaldson, Lufkin & Jenrette, Inc. * Theodore P. Shen Managing Director; Managing Director, Donaldson, Lufkin & Jenrette, Inc. * Anthony F. Daddino Executive Vice President and Chief Financial Officer; Executive Vice President and Chief Financial Officer, Donaldson, Lufkin & Jenrette, Inc. - ------------------- * Director B-2 SCHEDULE C Executive Officers and Directors of Donaldson, Lufkin & Jenrette, Inc. The names of the Directors and the names and titles of the Executive Officers of Donaldson, Lufkin & Jenrette, Inc. ("DLJ") and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of DLJ at 277 Park Avenue, New York, NY 10172. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to DLJ and each individual is a United States citizen. Name, Business Address Present Principal Occupation * John S. Chalsty Chairman and Chief Executive Officer * Joe L. Roby President and Chief Operating Officer * Claude Bebear (1) Chairman and Chief AXA Executive Officer, AXA 23, avenue Matignon 75008 Paris, France * Henri de Castries (1) Executive Vice President AXA Financial Services and 23, avenue Matignon Life Insurance Activities, 75008 Paris, France AXA * Kevin Dolan Executive Vice President, AXA Asset Management AXA Asset Management 40, rue de Collissee 75008 Paris, France * Louis Harris Chairman and Chief LH Research Executive Officer, LH 152 East 38th Street Research (research) New York, New York 10016- 2605 C-1 * Henri G. Hottingeur (2) Chairman and Chief Banque Hottingeur Executive Officer, Banque 38, rue de Provence Hottingeur (banking) 75009 Paris, France * W. Edwin Jarmain (3) President, Jarmain Group Jarmain Group Inc. Inc. (private investment 95 Wellington Street holding company) West Suite 805 Toronto, Canada * Francis Jungers Retired 19880 NW Nestucca Drive Portland, Oregon 97229 * Joseph J. Melone President and Chief The Equitable Companies Executive Officer, The Incorporated Equitable Companies 787 Seventh Avenue Incorporated New York, New York 10019 * W. J. Sanders, III Chairman and Chief Advanced Micro Devices, Executive Officer, Inc. Advanced Micro Devices 901 Thompson Place Sunnyvale, CA 94086 * Jerry M. de St. Paer Executive Vice President The Equitable Companies and Chief Financial Incorporated Officer, The Equitable 787 Seventh Avenue Companies Incorporated New York, New York 10019 * John C. West Retired Bothea, Jordan & Griffin 23B Shelter Cove Hilton Head Island, SC 29928 * Carl B. Menges Vice Chairman of the Board * Hamilton E. James Managing Director * Richard S. Pecther Managing Director * Theodore P. Shen Managing Director * Anthony F. Daddino Executive Vice President and Chief Financial Officer * Robert J. Albano Senior Vice President and Director of Compliance and Regulatory Affairs C-2 Michael M. Bendik Senior Vice President and Chief Accounting Officer Michael A. Boyd Senior Vice President and General Counsel Joseph D. Donnelly Senior Vice President and One Pershing Plaza Associate General Counsel Jersey City, NJ 07599 Stuart S. Flamberg Senior Vice President and Director of Taxes Roy A. Garman Senior Vice President and Controller Charles J. Hendrickson Senior Vice President and Treasurer Gerald B. Rigg Senior Vice President and Director of Human Resources Thomas E. Siegler Senior Vice President and Secretary Lucia D. Swanson Senior Vice President and Associate General Counsel - ---------------------- * Director (1) Citizen of the Republic of France (2) Citizen of Canada (3) Citizen of Switzerland C-3 SCHEDULE D Executive Officers and Directors of The Equitable Companies Incorporated The names of the Directors and the names and titles of the Executive Officers of The Equitable Companies Incorporated ("Equitable") and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of Equitable at 787 Seventh Avenue, New York, NY 10019. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Equitable and each individual is a United States citizen. Name, Business Address Present Principal Occupation * Claude Bebear (1) Chairman of the Board; AXA Chairman and Chief 23, avenue Matignon Executive Officer, AXA 75008 Paris, France * James M. Benson Senior Executive Vice President and Chief Operating Officer; President and Chief Executive Officer, The Equitable Life Assurance Society of the United States * Henri de Castries (1) Vice Chairman of the AXA Board; Executive Vice 23, avenue Matignon President, Financial 75008 Paris, France Services and Life Insurance Activities outside France, AXA D-1 * John S. Chalsty Chairman and Chief Donaldson, Lufkin & Executive Officer, Jenrette, Inc. Donaldson, Lufkin & 277 Park Avenue Jenrette, Inc. New York, NY 10172 Jerry M. de St. Paer Senior Executive Vice President and Chief Financial Officer; Executive Vice President, The Equitable Life Assurance Society of the United States * Joseph L. Dionne Chairman and Chief The McGraw Hill Companies Executive Officer, The 1221 Avenue of the McGraw Hill Companies Americas (publishing) New York, NY 10020 * William T. Esrey Chairman of the Board and Sprint Corporation Chief Executive Officer, P.O. Box 11315 The Sprint Corporation Kansas City, MO 64112 (telecommunications) * Jean-Rene Fourtou (1) Chairman and Chief Rhone-Poulenc S.A. Executive Officer, Rhone- 25 quai Paul Doumer Poulenc S.A. (industry) 92408 Courbevoie, France Robert E. Garber Executive Vice President and General Counsel * Donald J. Greene Partner, LeBoeuf, Lamb, LeBoeuf, Lamb, Greene & Greene & MacRae (law firm) MacRae 125 West 55th Street New York, NY 10019 * Anthony J. Hamilton (2) Group Chairman, Fox-Pitt, 35 Wilson Street Kelton Limited (Finance) London, England EC2M 2SJ * John T. Hartley Retired Chairman and Chief Harris Corporation Executive Officer, Harris 1025 Nasa Boulevard Corporation (manufacturer Melbourne, FL 32919 of electronic, telephone and copying systems) D-2 * John H. F. Haskell, Jr. Director and Managing Dillon, Read & Co., Inc. Director, Dillon, Read & 535 Madison Avenue Co., Inc. (investment New York, NY 10028 banking firm) * W. Edwin Jarmain (3) President, Jarmain Group Jarmain Group Inc. Inc. (private investment 95 Wellington St. West holding company) Suite 805 Toronto, Ontario M5J 2N7 Canada * Winthrop Knowlton Chairman, Knowlton Knowlton Brothers, Inc. Brothers, Inc. (private 530 Fifth Avenue investment firm); New York, NY 10036 President and Chief Executive Officer, Knowlton Associates, Inc. (consulting firm) * Arthur L. Liman Partner, Paul, Weiss, Paul, Weiss, Rifkind, Rifkind, Wharton & Wharton & Garrison Garrison (law firm) 1285 Avenue of the Americas New York, NY 10019 William T. McCaffrey Executive Vice President and Chief Administrative Officer; Senior Executive Vice President and Chief Operating Officer, The Equitable Life Assurance Society of the United States * Joseph J. Melone Chief Executive Officer and President; Chairman of the Board, The Equitable Life Assurance Society of the United States Peter D. Noris Executive Vice President and Chief Investment Officer; Executive Vice President and Chief Investment Officer, The Equitable Life Assurance Society of the United States D-3 * Didier Pineau-Valencienne Chairman and Chief 64-70, avenue Jean Executive Officer, Baptiste Clement Schneider S.A. (electric 92646 Boulogne Cedex, equipment) France * George J. Sella, Jr. Retired Chairman, American Cyanamid Company President and Chief P.O. Box 3017 Executive Officer, Newton, NJ 07860 American Cyanamid Company (manufacturer pharmaceutical products and agricultural products) Jose Suquet Executive Vice President; Executive Vice President and Chief Agency Officer; The Equitable Life Assurance Society of the United States Stanley B. Tulin Executive Vice President; Senior Executive Vice President and Chief Financial Officer, The Equitable Life Assurance Society of the United States * Dave H. Williams Chairman and Chief Alliance Capital Executive Officer, Management Corporation Alliance Capital 1345 Avenue of the Management Corp. Americas (investment company) New York, NY 10105 - -------------------------- * Director (1) Citizen of the Republic of France (2) Citizen of United Kingdom (3) Citizen of Canada D-4 SCHEDULE E Executive Officers and Members of Conseil d'Administration of AXA The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of AXA and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of AXA at 23, avenue Matignon, 75008 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation * Claude Bebear Chairman and Chief Executive Officer * Antoine Bernheim Chairman, Assicurazioni Piazza Duca Degli Abruzzi Generali S.p.A. 2 (insurance) 34132 Trieste, Italy Henri de Castries Executive Vice President, Financial Services and Life Insurance Activities outside France Francoise Colloc'h Executive Vice President, Human Resources and Public Relations * Henri de Clermont-Tonnerre Chairman, Societe 90, rue de Miromesnil d'Armement et de 75008 Paris, France Navigation Charles Schiaffino (transportation) E-1 * David Dautresme General Partner, Lazard 121, Boulevard Haussman Freres et Cie (investment 75008 Paris, France banking) * Jean-Rene Fourtou Chairman and Chief 25, quai Paul Doumer Executive Officer, Rhone- 92408 Courbevoie, France Poulenc S.A. (industry) * Michel Francois-Poncet Chairman of the 3, rue d'Autin Supervisory Board of 75002 Paris, France Compagnie Financiere Paribas and Banque Paribas (financial services and banking) * Patrice Garnier Retired * Gianfranco Gutty (1) Director and Executive Piazza Duca Degli Abruzzi Officer, Assicurazioni 2 Generali S.p.A. 34132 Trieste, Italy (insurance) * Anthony J. Hamilton (2) Group Chairman, Fox-Pitt, 35 Wilson Street Kelton Limited (Finance) London, England EC2M 2SJ * Henri Hottinguer (3) Chairman and Chief 38, rue de Provence Executive Officer, Banque 75009 Paris, France Hottinguer (banking) * Richard H. Jenrette (4) Retired Chairman, The 787 Seventh Avenue Equitable Companies New York, NY 10019 Incorporated * Henri Lachmann Chairman and Chief 56, rue Jean Giraudoux Executive Officer, Strafor 67000 Strasbourg, France Facom (office furniture) Gerard de la Martiniere Executive Vice President, Chief Financial Officer * Didier Pineau-Valencienne Chairman and Chief 64-70, avenue Jean Executive Officer, Baptiste Clement Schneider S.A. (electric 92646 Boulogne Cedex, equipment) France E-2 Claude Tendil Executive Vice President, French Insurance Activities and Non-Life and Composite Insurance Activities outside France - ------------------------- * Member, Conseil d'Administration (1) Citizen of Italy (2) Citizen of the United Kingdom (3) Citizen of Switzerland (4) Citizen of the United States of America E-3 SCHEDULE F Executive Officers and Members of Conseil d'Administration of FINAXA The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of Finaxa and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of Finaxa at 23, avenue Matignon, 75008 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Finaxa and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation * Claude Bebear Chairman and Chief Executive Officer; Chairman and Chief Executive Officer, AXA * Henri de Castries Executive Vice President, Financial Services and Life Insurance Activities outside France, AXA * Henri de Clermont-Tonnerre Chairman, Societe 90, rue de Miromesnil d'Armement et de 75008 Paris, France Navigation Charles Schiaffino (transportation) * Jean-Rene Fourtou Chairman and Chief 25, quai Paul Doumer Executive Officer, Rhone- 92408 Courbevoie, France Poulenc S.A. (industry) * Patrice Garnier Retired * Henri Hottinguer (1) Chairman and Chief 38, rue de Provence Executive Officer, Banque 75009 Paris, France Hottinguer (banking) F-1 * Paul Hottinguer (1) Assistant Chairman and 38, rue de Provence Chief Executive Officer, 75009 Paris, France Banque Hottinguer (banking) * Henri Lachmann Chairman and Chief 56, rue Jean Giraudoux Executive Officer, Strafor 67000 Strasbourg, France Facom (office furniture) Gerard de la Martiniere Chief Executive Officer; Executive Vice President, Chief Financial Officer, AXA * Georges Rousseau Chairman, Apave Normandies 2, rue des Mouettes (consulting) 76130 Mont Saint Aignan, France - ------------------------------------------ * Member, Conseil d'Administration (1) Citizen of Switzerland F-2 SCHEDULE G Executive Officers and Members of Conseil d'Administration of AXA ASSURANCES I.A.R.D. MUTUELLE The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of AXA Assurances I.A.R.D. Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of AXA Assurances I.A.R.D. Mutuelle at 21, rue de Chateaudun, 75009 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA Assurances I.A.R.D. Mutuelle and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation * Claude Bebear Chairman and Chief Executive 23, avenue Matignon Officer; Chairman and Chief 75008 Paris, France Executive Officer, AXA Jean-Luc Bertozzi Assistant Chief Executive Officer * Henri de Castries Executive Vice President, 23, avenue Matignon Financial Services and Life 75008 Paris, France Insurance Activities outside France, AXA * Jean-Pierre Chaffin Manager, Federation de la 5, rue la Bruyere Metallurgie (industry) 75009 Paris, France * Gerard Coutelle Retired * Jean-Rene Fourtou Chairman and Chief Executive 25, quai Paul Doumer Officer, Rhone-Poulenc S.A. 92408 Courbevoie, France (industry) * Patrice Garnier Retired G-1 * Henri Lachmann Chairman and Chief Executive 56, rue Jean Giraudoux Officer, Strafor Facom 67000 Strasbourg, France (office furniture) * Francois Richer Retired * Georges Rousseau Chairman, Apave Normandies 2, rue des Mouettes (consulting) 76130 Mont Saint Aignan, France * Claude Tendil Chief Executive Officer; 21, rue de Chateaudun Executive Vice President, 75009 Paris, France French Insurance Activities and Non-Life and Composite Insurance Activities outside France, AXA * Nicolas Thiery Chairman and Chief Executive 6 Cite de la Chapelle Officer, Etablissements 75018 Paris, France Jaillard (management consulting) * Francis Vaudour Chief Executive Officer, 14, boulevard Industriel Segafredo Zanetti France 76301 Sotteville les S.A. (coffee importing and Rouen, France processing) - ------------------------------------- * Member, Conseil d'Administration G-2 SCHEDULE H Executive Officers and Members of Conseil d'Administration of AXA ASSURANCES VIE MUTUELLE The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of AXA Assurances Vie Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of AXA Assurances Vie Mutuelle at 21, rue de Chateaudun, 75009 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA Assurances Vie Mutuelle and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation * Claude Bebear Chairman and Chief Executive 23, avenue Matignon Officer; Chairman and Chief 75008 Paris, France Executive Officer, AXA Jean-Luc Bertozzi Assistant Chief Executive Officer * Henri de Castries Executive Vice President, 23, avenue Matignon Financial Services and Life 75008 Paris, France Insurance Activities outside France, AXA * Jean-Pierre Chaffin Manager, Federation de la 5, rue la Bruyere Metallurgie (industry) 75009 Paris, France * Henri de Clermont-Tonnerre Chairman, Societe d'Armement 90, rue de Miromesnil et de Navigation Charles 75008 Paris, France Schiaffino (transportation) * Gerard Coutelle Retired * Jean-Rene Fourtou Chairman and Chief Executive 25, quai Paul Doumer Officer, Rhone-Poulenc S.A. 92408 Courbevoie, France (industry) H-1 * Henri Lachmann Chairman and Chief Executive 56, rue Jean Giraudoux Officer, Strafor Facom 67000 Strasbourg, France (office furniture) * Francois Richer Retired * Georges Rousseau Chairman, Apave Normandies 2, rue des Mouettes (consulting) 76130 Mont Saint Aignan, France * Claude Tendil Chief Executive Officer; 21, rue de Chateaudun Executive Vice President, 75009 Paris, France French Insurance Activities and Non-Life and Composite Insurance Activities outside France, AXA * Nicolas Thiery Chairman and Chief Executive 6 Cite de la Chapelle Officer, Etablissements 75018 Paris, France Jaillard (management consulting) * Francis Vaudour Chief Executive Officer, 14, boulevard Industriel Segafredo Zanetti France 76301 Sotteville les S.A. (coffee importing Rouen, France and processing) - ------------------------------------- * Member, Conseil d'Administration H-2 SCHEDULE I Executive Officers and Members of Conseil d'Administration of UNI EUROPE ASSURANCE MUTUELLE The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of Uni Europe Assurance Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of Uni Europe Assurance Mutuelle at 24, rue Drouot, 75009 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Uni Europe Assurance Mutuelle and each individual is a citizen of the Republic of France. Name, Business Address Present Principle Occupation * Claude Bebear Chairman and Chief Executive 23, avenue Matignon Officer; Chairman and Chief 75008 Paris, France Executive Officer, AXA * Henri de Castries Executive Vice President, 23, avenue Matignon Financial Services and Life 75008 Paris, France Insurance Activities outside France, AXA * Francis Cordier Chairman and Chief Executive rue Nicephone Niepce BP Officer, Group Demay Lesieur 232 76304 Sotteville Les (food industry) Rouen, France * Gerard Coutelle Retired * Jean-Rene Fourtou Chairman and Chief Executive 25, quai Paul Doumer Officer, Rhone-Poulenc S.A. 92408 Courbevoie, France (industry) * Patrice Garnier Retired * Henri Lachmann Chairman and Chief Executive 56, rue Jean Giraudoux Officer, Strafor Facom 67000 Strasbourg, France (office furniture) I-1 * Francis Magnan Chairman and Chief Executive 50, boulevard des Dames Officer, Groupe Daher (air 13002 Marseille, France and sea transportation) * Jean de Ribes Chief Executive Officer, 13, rue Notre Dame des Banque Rivaud (banking) Victoires 75008 Paris, France * Georges Rousseau Chairman, Apave Normandies 2, rue des Mouettes (consulting) 76130 Mont Saint Aignan, France * Jean-Paul Saillard Corporate Secretary, AXA 23, avenue Matignon 75008 Paris, France * Claude Tendil Chief Executive Officer; 21, rue de Chateaudun Executive Vice President, 75009 Paris, France French Insurance Activities and Non-Life and Composite Insurance Activities outside France, AXA - -------------------------------------- * Member, Conseil d'Administration I-2 SCHEDULE J Executive Officers and Members of Conseil d'Administration of ALPHA ASSURANCES VIE MUTUELLE The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of Alpha Assurances Vie Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of Alpha Assurances Vie Mutuelle at Tour Franklin, 100/101 Terrasse Boieldieu, Cedex 11, 92042 Paris La Defense, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Alpha Assurances Vie Mutuelle and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation * Claude Bebear Chairman and Chief Executive 23, avenue Matignon Officer; Chairman and Chief 75008 Paris, France Executive Officer, AXA * Henri de Castries Executive Vice President, 23, avenue Matignon Financial Services and Life 75008 Paris, France Insurance Activities outside France, AXA * Henri de Clermont-Tonnerre Chairman, Societe d'Armement 90, rue de Miromesnil et de Navigation Charles 75008 Paris, France Schiaffino (transportation) * Claude Fath Manager * Jean-Rene Fourtou Chairman and Chief Executive 25, quai Paul Doumer Officer, Rhone-Poulenc S.A. 92408 Courbevoie, France (industry) * Patrice Garnier Retired * Henri Lachmann Chairman and Chief Executive 56, rue Jean Giraudoux Officer, Strafor Facom 67000 Strasbourg, France (office furniture) J-1 * Georges Rousseau Chairman, Apave Normandies 2, rue des Mouettes (consulting) 76130 Mont Saint Aignan, France * Claude Tendil Chief Executive Officer; 21, rue de Chateaudun Executive Vice President, 75009 Paris, France French Insurance Activities and Non-Life and Composite Insurance Activities outside France, AXA * Francis Vaudour Chief Executive Officer, 14, boulevard Industriel Segafredo Zanetti France 76301 Sotteville les Rouen S.A. (coffee importing France and processing) - ------------------------------------- * Member, Conseil d'Administration J-2 SCHEDULE K Executive Officers and Members of Conseil d'Administration of ALPHA ASSURANCES I.A.R.D. MUTUELLE The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of Alpha Assurances I.A.R.D. Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of Alpha Assurances I.A.R.D. Mutuelle at Tour Franklin, 100/101 Terrasse Boieldieu, Cedex 11, 92042 Paris La Defense, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Alpha Assurances I.A.R.D. Mutuelle and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation * Claude Bebear Chairman and Chief Executive 23, avenue Matignon Officer; Chairman and Chief 75008 Paris, France Executive Officer, AXA * Henri Brischoux Manager, AXA 21, rue de Chateaudun 75009 Paris, France * Henri de Castries Executive Vice President, 23, avenue Matignon Financial Services and Life 75008 Paris, France Insurance Activities outside France, AXA * Henri de Clermont-Tonnerre Chairman, Societe d'Armement 90, rue de Miromesnil et de Navigation Charles 75008 Paris, France Schiaffino (transportation) * Bernard Cornille Audit Manager, AXA 21, rue de Chateaudun 75009 Paris, France * Claude Fath Manager K-1 * Patrice Garnier Retired * Henri Lachmann Chairman and Chief Executive 56, rue Jean Giraudoux Officer, Strafor Facom 67000 Strasbourg, France (office furniture) * Claude Peter Retired * Georges Rousseau Chairman, Apave Normandies 2, rue des Mouettes (consulting) 76130 Mont Saint Aignan, France * Claude Tendil Chief Executive Officer; 21, rue de Chateaudun Executive Vice President, 75009 Paris, France French Insurance Activities and Non-Life and Composite Insurance Activities outside France, AXA -------------------------------------- * Member, Conseil d'Administration K-2 EX-99.4 2 WARRANT CERTIFICATE EXHIBIT 4 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN ANY TRANSACTION UNLESS FIRST REGISTERED UNDER SUCH LAWS OR UNLESS SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. WARRANT CERTIFICATE THE CERPLEX GROUP, INC. No. WR-SA05 53,826 Warrants Date: November 29, 1994 This WARRANT CERTIFICATE certifies that DLJ Capital Corporation ("Agent") or registered assigns, is the registered holder of Fifty-Three Thousand Eight Hundred Twenty-Six (53,826) Warrants. Each Warrant entitles the owner thereof to purchase, at any time on or after the Closing Date (as such term is defined in the Warrant Agreement referred to below) and prior to 5:00 p.m. (Los Angeles, California time) on the Termination Date (as such term is defined in the Warrant Agreement referred to below), one fully paid and nonassessable share of Common Stock (as such term is defined in the Warrant Agreement referred to below) of THE CERPLEX GROUP, INC., a Delaware corporation (the "Company"), at an initial purchase price of Eight Dollars and Eight Cents ($8.08) per share of Common Stock (the "Purchase Price") upon (i) presentation and surrender of this Warrant Certificate with a form of election to purchase duly executed and (ii) satisfaction of the Purchase Price in the manner set forth in the Warrant Agreement. The number of shares of Common Stock that may be purchased upon exercise of each Warrant, and the Purchase Price, are the number and the Purchase Price as of the date hereof and are subject to adjustment under certain circumstances as provided in the Warrant Agreement referred to below. The Warrants are issued pursuant to the Placement Agent Warrant Purchase Agreement, dated as of November 19, 1993 (as amended from time to time, the "Warrant Agreement"), between the Company and Agent, and are subject to all of the terms, provisions and conditions thereof, which Warrant Agreement is hereby incorporated herein by reference and made a part hereof and to which Warrant Agreement reference is hereby made for a full description of the rights, obligations, duties and immunities of the Company and the holders of the Warrant Certificates. Capitalized terms used, but not defined, herein have the meanings assigned to them in the Warrant Agreement. 4-1 This Warrant Certificate shall be exercisable, at the election of the holder, either as an entirety or in part from time to time. If this Warrant Certificate shall be exercised in part, the holder shall be entitled to receive, upon surrender hereof, another Warrant Certificate or Warrant Certificates for the number of Warrants not exercised. This Warrant Certificate, with or without other Warrant Certificates, upon surrender at the office of the Company referred to in Section 1.2(b) of the Warrant Agreement, may be exchanged for another Warrant Certificate or Warrant Certificates of like tenor evidencing Warrants entitling the holder to purchase a like aggregate number of shares of Common Stock as the Warrants evidenced by the Warrant Certificate or Warrant Certificates surrendered shall have entitled such holder to purchase. Except as expressly set forth in the Warrant Agreement, no holder of this Warrant Certificate shall be entitled to any right to vote or receive dividends or be deemed for any purpose the holder of shares of Common Stock or of any other Securities of the Company that may at any time be issued upon the exercise hereof, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a holder of a share of Common Stock in the Company or any right to vote upon any matter submitted to holders of shares of Common Stock at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of Securities, change of par value, consolidation, merger, conveyance, or otherwise) or, except as provided in the Warrant Agreement, to receive notice of meetings, or to receive dividends or subscription rights, or otherwise, until the Warrant or Warrants evidenced by this Warrant Certificate shall have been exercised as provided in the Warrant Agreement. THIS WARRANT CERTIFICATE AND THE WARRANT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, INTERNAL NEW YORK LAW. WITNESS the signature of a proper officer of the Company as of the date first above written. THE CERPLEX GROUP, INC. By__________________________________ Bruce Nye, Chief Financial Officer ATTEST: ___________________________________ Frederic A. Randall, Jr., Secretary 4-2 EXHIBIT 4 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN ANY TRANSACTION UNLESS FIRST REGISTERED UNDER SUCH LAWS OR UNLESS SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. WARRANT CERTIFICATE THE CERPLEX GROUP, INC. No. WR-SA04 3,167 Warrants Date: November 29, 1994 This WARRANT CERTIFICATE certifies that DLJ First ESC L.L.C. ("Holder") or registered assigns, is the registered holder of Three Thousand One Hundred Sixty-Seven (3,167) Warrants. Each Warrant entitles the owner thereof to purchase, at any time on or after the Closing Date (as such term is defined in the Warrant Agreement referred to below) and prior to 5:00 p.m. (Los Angeles, California time) on the Termination Date (as such term is defined in the Warrant Agreement referred to below), one fully paid and nonassessable share of Common Stock (as such term is defined in the Warrant Agreement referred to below) of THE CERPLEX GROUP, INC., a Delaware corporation (the "Company"), at an initial purchase price of Eight Dollars and Eight Cents ($8.08) per share of Common Stock (the "Purchase Price") upon (i) presentation and surrender of this Warrant Certificate with a form of election to purchase duly executed and (ii) satisfaction of the Purchase Price in the manner set forth in the Warrant Agreement. The number of shares of Common Stock that may be purchased upon exercise of each Warrant, and the Purchase Price, are the number and the Purchase Price as of the date hereof and are subject to adjustment under certain circumstances as provided in the Warrant Agreement referred to below. The Warrants are issued pursuant to the Placement Agent Warrant Purchase Agreement, dated as of November 19, 1993 (as amended from time to time, the "Warrant Agreement"), between the Company and DLJ Capital Corporation, and are subject to all of the terms, provisions and conditions thereof, which Warrant Agreement is hereby incorporated herein by reference and made a part hereof and to which Warrant Agreement reference is hereby made for a full description of the rights, obligations, duties and immunities of the Company and the holders of the Warrant Certificates. Capitalized terms used, but not defined, herein have the meanings assigned to them in the Warrant Agreement. This Warrant Certificate shall be exercisable, at the election of the holder, either as an entirety or in part from time to time. If this Warrant Certificate shall be exercised in 4-3 part, the holder shall be entitled to receive, upon surrender hereof, another Warrant Certificate or Warrant Certificates for the number of Warrants not exercised. This Warrant Certificate, with or without other Warrant Certificates, upon surrender at the office of the Company referred to in Section 1.2(b) of the Warrant Agreement, may be exchanged for another Warrant Certificate or Warrant Certificates or like tenor evidencing Warrants entitling the holder to purchase a like aggregate number of shares of Common Stock as the Warrants evidenced by the Warrant Certificate or Warrant Certificates surrendered shall have entitled such holder to purchase. Except as expressly set forth in the Warrant Agreement, no holder of this Warrant Certificate shall be entitled to any right to vote or receive dividends or be deemed for any purpose the holder of shares of Common Stock or of any other Securities of the Company that may at any time be issued upon the exercise hereof, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a holder of a share of Common Stock in the Company or any right to vote upon any matter submitted to holders of shares of Common Stock at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of Securities, change of par value, consolidation, merger, conveyance, or otherwise) or, except as provided in the Warrant Agreement, to receive notice of meetings, or to receive dividends or subscription rights, or otherwise, until the Warrant or Warrants evidenced by this Warrant Certificate shall have been exercised as provided in the Warrant Agreement. THIS WARRANT CERTIFICATE AND THE WARRANT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, INTERNAL NEW YORK LAW. WITNESS the signature of a proper officer of the Company as of the date first above written. THE CERPLEX GROUP, INC. By__________________________________ Bruce Nye, Chief Financial Officer ATTEST: ___________________________________ Frederic A. Randall, Jr., Secretary 4-4 EX-99.5 3 STOCK PURCHASE AGREEMENT EXHIBIT 5 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made and entered into as of this 10th day of June, 1996 between The Cerplex Group, Inc., a Delaware corporation (the "Company") and the investors listed on Schedule A attached hereto (individually an "Investor" and collectively the "Investors"). WHEREAS, the Company intends to sell to the Investors, and the Investors desire to purchase from the Company, shares of Series B Preferred Stock convertible into Common Stock; and WHEREAS, concurrently with the execution of this Agreement, the Company and the Investors have entered into an agreement in the form attached hereto as Exhibit A granting certain registration rights to the Investors (the "Registration Rights Agreement"), such agreement being entered into by the parties hereto and concurrently herewith. NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions set forth below, and in reliance on the representations and warranties herein provided, the parties intending to be legally bound agree as follows: 1. Purchase and Sale. (a) The Purchase. Subject to the terms and conditions of this Agreement, each Investor agrees, severally, to purchase at the Closing, and the Company agrees to sell and issue to each Investor at the Closing, at a price per share of $1,000.00, that number of shares of the Company's Series B Preferred Stock (the "Preferred Stock"), set forth opposite each Investor's name on Schedule A hereto for the aggregate purchase price set forth therein. The Company intends to sell a maximum of 8,000 shares of the Preferred Stock for an aggregate maximum purchase price equal to $8,000,000. (b) The Closing. The purchase and sale of the Preferred Stock shall take place at the offices of Stradling, Yocca, Carlson & Rauth, 660 Newport Center Drive, Suite 1600, Newport Beach, California, at 11:00 a.m. on June 10, 1996, or at such other time and place as the Company and Investors acquiring in the aggregate more than half the shares of the Preferred Stock sold pursuant hereto mutually agree upon orally or in writing (which time and place are designated as the "Closing"). At the Closing, the Company shall deliver to each Investor a certificate registered in such Investor's name, representing the Preferred Stock which such Investor is purchasing against delivery to the Company by such Investor of a check or wire transfer in the amount of the purchase price therefor payable to the Company's order. 5-1 2. Conditions to Obligations. (a) Conditions to the Investors' Obligations. The obligation of the Investors to purchase and pay for the Preferred Stock contemplated by Section 1 at the Closing shall be subject to the satisfaction of each of the following conditions precedent, the waiver of which shall not be effective against any Investor who does not consent in writing thereto: (i) Representations and Warranties. Each of the representations and warranties of the Company set forth in Section 3 shall be true and correct as if made at the Closing. (ii) Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing. (iii) Certificate of Designation of Preferences. The Certificate of Designation of Preferences of Series B Preferred Stock substantially in the form of Exhibit B attached hereto (the "Certificate of Designation") shall have been duly adopted by the Board of Directors of the Company and filed with the Delaware Secretary of State. (iv) Compliance Certificate. The Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of the Company shall deliver to each Investor at the Closing a certificate certifying that the conditions specified in subsections (i) and (ii) of this section 2(a) have been fulfilled. (v) Opinion of Counsel to the Company. Each Investor shall have received from Brobeck, Phleger & Harrison, counsel for the Company, an opinion dated as of the Closing, substantially in the form set forth in Exhibit C attached hereto. (vi) Qualifications. All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Preferred Stock to the Investors pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing, except for any post-sale filings that may be required under federal and state securities laws. (vii) Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Investor and the Investors' counsel, and they shall have received all such counterpart original and certified or other copies of such documents as they may reasonably request. 5-2 (viii) Registration Rights Agreement. The Company and each Investor shall have entered into a Registration Rights Agreement in the form attached hereto as Exhibit A and all third party consents to the execution and delivery of the Registration Rights Agreement shall have been obtained. (ix) Irrevocable Proxies/Voting Agreements. The Investors shall have received from stockholders holding more than fifty percent (50%) of the outstanding voting capital stock of the Company Irrevocable Proxies/Voting Agreements substantially in the form of Exhibit D attached hereto with respect to the proposal to be considered to authorize the issuance of Preferred Stock as provided in Section 5(f) below. (b) Conditions to the Company's Obligations. The obligations of the Company to each Investor under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions by that Investor, any one or more of which may be waived by the Company: (i) Representations and Warranties. Each of the representations and warranties of the Investor set forth in Section 4 shall be true and correct as if made at the Closing. (ii) Payment of Purchase Price. The Investor shall have delivered payment of the aggregate purchase price of the Preferred Stock to be purchased by such Investor. (iii) Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Company and the Company's counsel, and they shall have received all such counterpart original and certified or other copies of such documents as they may reasonably request. (iv) Performance. The Investor shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing. (v) Qualifications. All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Preferred Stock to the Investors pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing, except for any post-sale filings that may be required under federal and state securities laws. 3. Representations and Warranties of the Company. Except as set forth on the Schedule of Exceptions attached hereto as Schedule B, specifically identifying the relevant subparagraph hereof, which exceptions shall be deemed to be representations and warranties as if made hereunder, the 5-3 Company hereby represents and warrants to each Investor that: (a) Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business as a foreign corporation in each jurisdiction where failure to qualify would have a materially adverse effect on the financial condition, assets, liabilities, prospects, business or properties of the Company (a "Material Adverse Effect"). The Company has full power and authority to own its properties, to carry on its business as presently conducted and to carry out the transactions contemplated hereby. (b) Authorization. The Company has full power to execute, deliver and perform this Agreement and the Registration Rights Agreement, and this Agreement and the Registration Rights Agreement have been duly executed and delivered by the Company and are the legal, valid and, assuming due execution by the other parties hereto, binding obligations of the Company, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally, and to general equitable principles. The execution, delivery and performance of this Agreement and the Registration Rights Agreement, including the sale, issuance and delivery of the Preferred Stock, have been duly authorized by all necessary corporate actions of the Company and its stockholders. (c) Valid Issuance of Preferred and Common Stock. The shares of Preferred Stock being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with the registration and qualification requirements of all applicable federal and state securities laws and such shares of Preferred Stock will be fully paid and non-assessable. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company's Certificate of Designation, attached hereto as Exhibit B. The shares of Common Stock issuable upon conversion of the Preferred Stock purchased under this Agreement have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of Designation, shall be duly and validly issued, fully paid and nonassessable, and issued in compliance with the registration and qualification requirements of all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Preferred Stock hereunder. (d) Governmental Approvals. Based in part on the representations made by the Investors in Section 4, no authorization, consent, approval, license, exemption of or filing or registration with any court or 5-4 governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any applicable laws, rules or regulations presently in effect, is or will be necessary for, or in connection with, the offer, issuance, sale, execution and delivery by the Company of the Preferred Stock or for the performance by the Company of its obligations under this Agreement, except for filings under applicable securities laws which will be made by the Company within the prescribed periods. (e) Litigation. There is no litigation or governmental proceeding or investigation pending or, to the best knowledge of the Company, threatened against the Company which would have a Material Adverse Effect or which would materially and adversely affect the execution and delivery of this Agreement or the performance by the Company of its obligations hereunder. (f) Subsidiaries; Charter Documents. Except as set forth in the Schedule of Exceptions, the Company has no active subsidiaries and does not otherwise directly or indirectly control any other business entity. The Company has furnished the Investors with copies of its Certificate of Incorporation and Bylaws, as currently in effect, together with any amendments or Certificates of Designation thereto as of the date hereof. The documents so furnished are true, correct and complete copies of the existing original documents, and contain all modifications, amendments, deletions and revocations. (g) Financial Statements. The Company has delivered to the Investors copies of the Company's Quarterly Reports on Form 10-Q for the quarter ended March 31, 1996 and the Annual Report on Form 10-K for the year ended December 31, 1995, containing audited consolidated balance sheets, statements of income and changes in financial position for the Company for the fiscal year ended December 31, 1995 (the "Financial Statements"). The Financial Statements are complete and correct in all material respects, have been prepared in accordance with generally accepted accounting principles, consistently applied, and fairly present the financial position of the Company as of each such date and the results of operations for each such periods then ended. (h) Absence of Certain Developments. Since March 31, 1996, there has been no (i) material adverse change in the condition, financial or otherwise, of the Company or its assets, liabilities, properties, business, operations or prospects generally, (ii) declaration, setting aside or payment of any dividend or other distribution with respect to the capital stock of the Company, (iii) loss, destruction or damage to any property of the Company, whether or not insured, or the occurrence of any other event, which has or is likely to have a Material Adverse Effect, (iv) material change in the compensation to officers or directors, (v) any material transactions with any insiders or affiliates of the Company or (vi) the entering into or termination 5-5 of any material agreements by the Company. The Company has not failed to disclose to the Investors any material facts, or omitted to state any material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. (i) Absence of Undisclosed Liabilities. Except for liabilities arising in the ordinary course of its business, since March 31, 1996 the Company has no material accrued or contingent liability which is reasonably likely to occur arising out of any transaction or state of facts existing prior to the date hereof. (j) Business. The Company has all necessary franchises, permits, governmental licenses and other governmental rights and privileges necessary to permit it to own its properties and to conduct its present business, except where the failure to do so would not have a Material Adverse Effect. The Company is not in violation of any law, regulation, authorization or order of any public authority relevant to the ownership of its properties or the carrying on of its present business, except where such violation would not have a Material Adverse Effect. (k) Non-Contravention. The execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement does not and will not (i) contravene or conflict with the Certificate of Incorporation, as amended, or Bylaws of the Company, or (ii) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, or (iii) any contract, agreement or instrument to which the Company is a party or by which any of its properties or assets is subject, in any manner which would materially and adversely affect the Investors' rights or their ability to realize the intended benefits under this Agreement or the Registration Rights Agreement, or which would have a Material Adverse Effect. (l) Filings. The Company has filed all reports required to be filed with the Commission under the Securities Exchange Act of 1934 (the "1934 Act"), including (i) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, (ii) its Quarterly Reports on Form 10-Q for its fiscal quarters ending March 31, 1995, June 30, 1995, September 30, 1995 and March 31, 1996, and (iii) all of its other reports (including without limitation reports on Form 8-K, statements, schedules and registration statements filed with the Commission since December 31, 1994). As of its filing date, no such report or statement filed pursuant to the 1934 Act contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 5-6 (m) Registration Rights Agreement. The Company has entered into the Registration Rights Agreement with each Investor as provided in Section 2(a)(ix), and, other than the registration rights described in the Schedule of Exceptions, no other registration rights currently exist. (n) Indemnification. The Company maintains provisions in its Certificate of Incorporation or Bylaws, as amended, for the indemnification of its officers and directors to the fullest extent permitted by law. (o) Insurance. The Company has in full force and effect fire and casualty insurance policies, with extended coverage, sufficient in amount (subject to reasonable deductibles) to allow it to replace any of its properties that might be damaged or destroyed. The Company has in full force and effect products liability insurance in amounts customary for companies similarly situated. (p) Tax Returns, Payments and Elections. The Company has filed all tax returns and reports as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith which are listed in the Schedule of Exceptions. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended ("Code"), to be treated as a collapsible corporation pursuant to Section 341(f) or Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which relate solely to methods of accounting, depreciation or amortization) which would have a Material Adverse Effect. (q) Environmental and Safety Laws. The Company is not in violation of any applicable statute, law, or regulation relating to the environment or occupational health and safety, which could have a Material Adverse Effect and, based on the Company's business as currently conducted, no material expenditures are or will be required in order to comply with any such existing statute, law, or regulation. (r) Patents and Trademarks. To the best of its knowledge, the Company has sufficient title and ownership of, or has obtained licenses on terms which will not result in any Material Adverse Effect, all patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes necessary for its business as now conducted without any conflict with or infringement of the rights of others. There are no outstanding material options, licenses, or agreements of any kind relating to the foregoing other than in the ordinary course of business, nor is the Company bound by or a party to any material options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and 5-7 processes of any other person or entity other than in the ordinary course of business. All material agreements pursuant to which the Company is either the licensor or licensee of any patent, patent application, copyright, trademark, service mark, trade secret or other intellectual property are identified on the Schedule of Exceptions. All third party licenses referred to above are in full force and effect and neither the Company nor any other party thereto are in material breach or default under any provisions of any such license. The Company has not received any communications alleging that the Company has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity, the infringement or violation of which would have a Material Adverse Effect. The Company is not aware that any of its employees are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of their respective best efforts to promote the interests of the Company or that would conflict with the Company's business as proposed to be conducted. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company. (s) Capitalization. The authorized, issued and outstanding Capital Stock of the Company is as set forth on the Schedule of Exceptions. Except as set forth on the Schedule of Exceptions, there are no outstanding rights of first refusal, preemptive rights, or other rights, options, warrants, conversion rights, or other agreements either directly or indirectly for the purchase or acquisition from the Company of any shares of its Capital Stock. (t) Employee Benefit Plans. The Schedule of Exceptions contains a true and complete list of all of the defined benefit plans of the Company. Each defined benefit plan of the Company is in compliance with the applicable provisions of the Employee Retirement Income Security Act ("ERISA"), except where the noncompliance would not have a Material Adverse Effect. Each of the Company defined benefit plans which is intended to constitute a qualified plan within the meaning of Section 401 of the Internal Revenue Code of 1986, as amended, is so qualified and has been determined by the Internal Revenue Service to be so qualified. All contributions due and payable to or under the Company's defined benefit plans have been made. (u) Labor Relations. None of the employees of the Company is represented by a labor union and no petition has been filed or proceedings instituted by any employee or group of employees with any labor relations board seeking recognition of a bargaining representative. There are no controversies or disputes pending between the Company and its employees, except for controversies and disputes with individual employees arising in the ordinary 5-8 course of business which have not had and will not have, individually or in the aggregate a Material Adverse Effect. (v) Material Contracts and Agreements. Except as set forth in the Schedule of Exceptions, the Company does not have any material contract, agreement, lease or other commitment, written or oral, absolute or contingent. All material contracts, agreements and instruments to which the Company is a party are valid, binding and in full force and effect in all material respects without any material breach by any party thereto. 4. Representations, Warranties and Covenants of the Investor. Each Investor hereby represents, warrants and covenants to the Company as follows: (a) Investment Experience. The Investor is an "accredited investor" within the meaning of Rule 501 under the Securities Act of 1933, as amended (the "1933 Act"), and, in the case of any Investor which is a partnership or other legal entity, was not organized for the specific purpose of acquiring the Preferred Stock. Such Investor has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof. (b) Purchase for Own Account. The Investor is acquiring the Preferred Stock for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof. Such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. Such Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participations to such person or to any third person, with respect to any of the Preferred Stock. The Investor understands that the shares of Preferred Stock have not been registered under the 1933 Act by reason of an exemption from the registration provisions of the 1933 Act which depends upon, among other things, the bona fide nature of its investment intent as expressed herein. (c) Restricted Securities. The Investor understands that the Preferred Stock, and any Common Stock issuable upon conversion thereof, may not be sold, transferred, or otherwise disposed of without registration under the 1933 Act, or an exemption therefrom, and that in the absence of an effective registration statement covering the Preferred Stock, and Common Stock issuable upon conversion thereof, or an available exemption from registration under the 1933 Act, the Preferred Stock, and any Common Stock issuable upon conversion thereof, must be held indefinitely. In the absence of an effective registration statement covering the Preferred Stock or any Common Stock issuable upon conversion thereof, the Investor will sell, transfer, or 5-9 otherwise dispose of the Preferred Stock, and any Common Stock issuable upon conversion thereof, only in a manner consistent with its representations and agreements set forth herein. (d) Information. The Investor believes it has received all of the information it considers necessary or appropriate for deciding whether to purchase the Preferred Stock. The Investor further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Preferred Stock. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 3 of this Agreement or the right of the Investor to rely thereon. (e) Legend. It is understood that the certificates evidencing the Preferred Stock, and any Common Stock issued upon conversion thereof, may bear substantially the following legends: (i) THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. (ii) Any legend required by the laws of the State of California or any other applicable jurisdiction. (f) Voting. The Investor hereby agrees to vote his, her or its voting capital stock of the Company for any proposal to authorize the issuance and authorization of the Preferred Stock and the conversion thereof into shares of Common Stock. 5. Covenants of the Company. Without limiting any other covenants and provisions hereof, the Company covenants and agrees that: (a) The Company will provide each Investor with copies of the Company's Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Annual Reports to Stockholders within twenty (20) days of the filing of such documents with the Commission; provided, however, that such obligation shall terminate as to any Investor upon the earlier of (i) the sale, disposition or conversion into Common Stock of all of such Investor's Preferred Stock or (ii) such time as such Investor holds less than 500 shares of Preferred Stock and/or an equivalent number of shares of Common Stock which are issuable upon conversion of 500 shares of Preferred Stock. 5-10 (b) The Company will permit each Investor who holds at least 500 shares of Preferred Stock and/or an equivalent number of shares of Common Stock which are issuable upon conversion of 500 shares of Preferred Stock, at such Investor's expense, to visit and inspect the Company's properties, to examine its books, accounts and records and to discuss the Company's affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Investor; provided, however, that the Company shall not be obligated pursuant to this Section 5(b) to provide access to any information which it reasonably considers to be a trade secret or similar confidential information and, provided further, that all obligations under this Section 5(b) shall terminate as to any Investor upon the earlier of (i) the sale, disposition or conversion into Common Stock of all of such Investor's Preferred Stock or (ii) such time as such Investor holds less than 500 shares of Preferred Stock. (c) The Company will maintain provisions in its Certificate of Incorporation or Bylaws for the indemnification of its officers and directors to the fullest extent permitted by law for so long as any representative of any of the Investors serves on the Company's Board of Directors. (d) The Company will use its best efforts to obtain and keep directors' and officers' liability insurance in the amount of at least $3,000,000 if such coverage is available at commercially reasonable rates. Such coverage will be kept in place for so long as any representative of any of the Investors serves on the Company's Board of Directors. (e) The Company will use the proceeds from the sale of the Preferred Stock for repayment of existing indebtedness in the approximate amount of twenty-five percent (25%) of the proceeds, and the remainder for general corporate purposes. (f) The Company shall include in its proxy materials for its next scheduled annual meeting of stockholders, a proposal to authorize the issuance of the Preferred Stock, and the conversion thereof into shares of Common Stock to satisfy the requirements of the Bylaws of the National Association of Securities Dealers, Inc. 6. Miscellaneous. (a) No Waiver; Cumulative Remedies. No failure or delay on the part of the Investors or the Company in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. 5-11 (b) Amendments, Waivers and Consents. Except as otherwise expressly provided in this Agreement, changes in or additions to this Agreement may be made, and compliance with any covenant or provision herein or therein set forth may be omitted or waived (either generally or in a particular instance and either retroactively or prospectively), so long as the Company and the holders of at least a majority of the then outstanding shares of Preferred Stock issued hereunder and/or an equivalent number of then outstanding shares of Common Stock which have been issued upon conversion of shares of Preferred Stock which are held by the Investors and/or transferees of an Investor other than pursuant to a public sale, so agree in writing. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each Investor and their transferees. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only to the extent expressly set forth therein. (c) Addresses for Notices. All notices, requests, demands and other communications provided for hereunder to be sent to the Investors shall be in writing (including telegraphic communication) and mailed, telecopied or delivered to the applicable party at the addresses indicated on Schedule A hereto. Any such notices, requests, demands or other communications to the Company shall be sent to: The Cerplex Group, Inc. 1382 Bell Avenue Tustin, California 92680 Attention: Bruce D. Nye with a copy to: Brobeck, Phleger & Harrison 4675 MacArthur Court, Suite 1000 Newport Beach, California 92660-1836 Attention: Frederic A. Randall, Jr., Esq. Any party to this Agreement may change its address by written notice to the other party complying as to delivery with the terms of this Section. All such notices, requests, demands and other communications shall, when delivered by courier, mailed or telecopied, respectively, be effective when delivered to the courier, deposited in the mails or sent on the telecopier, respectively, addressed as aforesaid. (d) Fees, Costs and Expenses. Irrespective of whether the Closing is effected, the Company shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Agreement. If the Closing is effected, the Company shall, at the Closing, reimburse the reasonable fees of Stradling, Yocca, Carlson & Rauth, special counsel for the Investors, not to exceed an aggregate of $25,000, and shall upon receipt of a bill therefor, reimburse the out of pocket expenses 5-12 of such counsel. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement or the Certificate of Designation, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. (e) Binding Effect, Assignment. Except as otherwise specifically provided for herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any of the shares sold hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. (f) Survival of Representations and Warranties. All representations and warranties made in this Agreement shall survive the execution and delivery hereof, the Closing hereunder, and any examination made by the Investors for a period of eighteen (18) months following the Closing. (g) Prior Agreements. This Agreement constitutes the entire agreement between the parties and supersedes any prior understandings or agreements concerning the subject matter hereof. (h) Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. (i) Public Disclosure. The Company shall consult with the holders of a majority of the outstanding Preferred Stock prior to making the initial public disclosure concerning the transactions contemplated hereby. (j) Governing Law. This Agreement shall be governed by and construed in accordance with, the laws of the State of California without giving effect to principles of conflict of laws. (k) Headings. Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. (l) Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and either of the parties hereto may execute this Agreement by signing any such counterpart. 5-13 IN WITNESS WHEREOF, the Company and the Investors have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. THE CERPLEX GROUP, INC. By: ____________________ Title: _________________ SPROUT GROWTH II, L.P. By: DLJ Capital Corporation Its: General Managing Partner By: _______________________ Robert Finzi, Attorney-in-Fact DLJ CAPITAL CORPORATION By: _______________________ SCORPION OFFSHORE INVESTMENT FUND By: _______________________ Title: ____________________ THE & TRUST By: _______________________ Title: ____________________ 5-14 CHESTNUT PACIFIC LTD. PARTNERS By: _______________________ Title: ____________________ STANDARD GLOBAL EQUITY PARTNERS L.P. By: _______________________ Title: ____________________ STANDARD PACIFIC CAPITAL OFFSHORE FUND LTD. By: _______________________ Title: ____________________ COMMON FUND EQUITY FUND By: _______________________ Title: ____________________ ___________________________ MALCOLM FAIRBAIRN ___________________________ EMILY FAIRBAIRN ___________________________ WILLIAM MARTIN ____________________________ NITIN T. MEHTA 5-15 PEAK INVESTMENT LIMITED PARTNERSHIP PLEIADES INVESTMENT PARTNERS By: ______________________ By: _______________________ Title: ____________________ Title: ____________________ WHITMAN CAPITAL, INC. By: _______________________ Title: ____________________ PEAK INVESTMENT LIMITED PARTNERSHIP By: _______________________ Title: ____________________ PLEIADES INVESTMENT PARTNERS By: _______________________ Title: ____________________ WHITMAN PARTNERS, L.P. By: _______________________ Title: ____________________ MAHUMA N.V. By: _______________________ Title: ____________________ 5-16 EX-99.6 4 CERTIFICATE OF DESIGNATION EXHIBIT 6 CERTIFICATE OF DESIGNATION OF PREFERENCES OF SERIES B PREFERRED STOCK OF THE CERPLEX GROUP, INC. a Delaware Corporation The undersigned, James T. Schraith and Frederic A. Randall, Jr., hereby certify that: (a) They are the duly elected and acting President and Secretary, respectively, of The Cerplex Group, Inc., a Delaware corporation (the "Corporation"). (b) Pursuant to the authority conferred upon the Board of Directors of the Corporation by paragraph B of Article IV of the Corporation's Certificate of Incorporation (the "Certificate"), the Board of Directors of the Corporation on June 7, 1996 adopted the following resolutions creating a series of preferred stock designated as Series B Preferred Stock; WHEREAS, the Certificate provides for a class of shares known as Preferred Stock, issuable from time to time in one or more series; and WHEREAS, the Board of Directors of the Corporation is authorized by the Certificate to determine the powers, rights, preferences, qualifications, limitations and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock, to fix the number of shares constituting any such series, and to determine the designation thereof, or any of them; WHEREAS, the Board of Directors of the Corporation desires, pursuant to its authority as aforesaid, to determine and fix the powers, rights, preferences, qualifications, limitations and restrictions relating to Series B Preferred Stock and the number of shares constituting, and the designation of, such series: NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority vested in the Board of Directors of the Corporation in accordance with the provisions of the Certificate, the series of Preferred Stock is hereby created, and the Board of Directors hereby fixes and determines the designation of, the number of shares constituting, and the rights, preferences, privileges and restrictions relating to, such series of Preferred Stock as follows: 1. Designation. The series of Preferred Stock of the Corporation shall be designated as "Series B Preferred Stock," $0.001 par value. 6-1 2. Authorized-Number. The number of shares constituting the Series B Preferred Stock shall be Eight Thousand (8,000) shares. The Board of Directors is authorized to decrease the number of shares of any series of preferred stock prior or subsequent to the issue of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series. 3. Dividend Rights. Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of the Series B Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, out of any assets of the Corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors. The Board of Directors shall not pay any dividend to the holders of the Common Stock unless and until it has paid an equivalent dividend, based upon the number of shares of Common Stock into which each share of Series B Preferred Stock is convertible as of the record date for the payment of the dividend, to the holders of the Series B Preferred Stock. In addition to the foregoing, in the event the Corporation should fail to register the shares of Common Stock into which the Series B Preferred Stock are convertible under the Securities Act of 1933, as amended, within one hundred fifty (150) days following the closing of that certain Stock Purchase Agreement dated June 10, 1996 by and between the Corporation and the holders of Series B Preferred Stock (the "Original Issue Date"), as provided in that certain Fourth Amendment to Registration Rights Agreement between the Corporation, the holders of Series B Preferred Stock and certain other securityholders of the Corporation entered into on the Original Issue Date, the holders of Series B Preferred Stock shall be entitled to receive a dividend at the rate of $0.83 1/3 per share (as adjusted for any stock dividends, combinations or splits with respect to such shares) per day for each day after one hundred fifty (150) days following the Original Issue Date during which the shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock are not so registered, which dividends shall accrue beginning one hundred fifty (150) days following the Original Issue Date until such shares of Common Stock are so registered. Such dividend shall be payable quarterly on the first day of each calendar quarter commencing with the first calendar quarter ending after one hundred fifty (150) days following the Original Issue Date. The foregoing notwithstanding, (i) such dividends shall not be payable if the failure to register the shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock is a direct result of the actions of the holders of Series B Preferred Stock, and (ii) the aggregate amount of dividends payable on each share of Series B Preferred Stock pursuant to the foregoing shall not 6-2 exceed $500 per share (as adjusted for any stock dividends, combinations or splits with respect to such shares). 4. Liquidation Preference. (A) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, subject to the rights of any series of Preferred Stock which may from time to time come into existence, the holders of the Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of the Common Stock by reason of their ownership thereof, the amount of $2,000 per share (as adjusted for any stock dividends, combinations or splits with respect to such shares) plus all accrued or declared but unpaid dividends on such share (the "Liquidation Preference") for each share of Series B Preferred Stock then held by such holder. If upon the occurrence of any such event, the assets and funds thus distributed among the holders of Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of any series of Preferred Stock which may from time to time come into existence, entire assets and funds of the Corporation legally available for distribution shall be distributed ratably upon the holders of Series B Preferred Stock in proportion to the product of the Liquidation Preference of each such share and the number of such shares owned by each such holder. (B) After the distributions described in Section 4(A) above have been paid, subject to the rights of any series of Preferred Stock which may from time to time come into existence, the remaining assets of the Corporation available for distribution to stockholders shall be distributed among the holders of Common Stock pro rata based upon the number of shares of Common Stock held by each stockholder. (C) For purposes of this Section 4, (i) any acquisition of the Corporation by means of merger or other form of corporate reorganization in which outstanding shares of the Corporation are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring corporation or its subsidiary (other than a mere reincorporation transaction) in which in excess of 50% of the Corporation's voting power is transferred to a person or persons different from those who held such prior to such transaction or (ii) a sale of all or substantially all of the assets of the Corporation or (iii) any other transaction or series of related transactions by the Corporation in which in excess of 50% of the Corporation's voting power is transferred to a person or persons different from those who held such securities prior to such transaction, shall be treated as a liquidation, dissolution or winding up of the Corporation and shall entitle the holders of Series B Preferred Stock to receive at the closing in cash, securities of other 6-3 property (valued as provided in Section 4(D) below) the Liquidation Preference. (D) Whenever the distribution provided for in this Section 4 shall be payable in securities or property other than cash, the value of such distribution shall be as follows: (i) Securities not subject to investment letters or other similar restrictions on free marketability; (A) If traded on a securities exchange (which shall include the Nasdaq National Market), the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 30- day trading period ending three (3) days prior to the closing, (B) If traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever are applicable) over the 30-day trading period ending three (3) days prior to the closing as reported in pink sheets or other publications reasonably selected by the Board of Directors; and (C) If there is no public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Corporation. (ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (i)(A), (B) or (C) to reflect the approximate fair market value thereof, as determined in good faith by the Board of Directors of the Corporation. 5. Redemption. Except as provided in Section 6(C) below, the Series B Preferred Stock is not redeemable. 6. Conversion. The holders of Series B Preferred Stock shall have conversion rights as follows (the "Conversion Rights"): (A) Right to Convert. Each share of Series B Preferred Stock shall be convertible into shares of Common Stock at any time commencing ninety (90) days after the Original Issue Date subject to the following terms and provisions: 6-4 (i) The Series B Preferred Stock shall be convertible in minimum amounts of at least twenty-five (25) preferred shares. (ii) Each share of Series B Preferred Stock shall be convertible into the number of shares of Common Stock equal to $1,000.00 (the "Original Issue Price") divided by the Conversion Price (as defined below). The Conversion Price shall be the lower of: (1) 80% of the average closing bid price of the Common Stock for the ten (10) trading days ending three (3) days prior to the date of the notice of conversion delivered as provided in Section 6(D) below; or (2) $5.07 (as adjusted for any stock dividends, combinations or splits with respect to such shares of Common Stock). (B) Automatic Conversion. Each share of Series B Preferred Stock shall automatically be converted into the number of shares of Common Stock, determined as provided in Section 6(A) above, upon the earlier to occur of (i) five (5) years following the Original Issue Date, or (ii) five (5) days after written notification to the holders of the Series B Preferred Stock by the Corporation that the price of the Common Stock for thirty (30) consecutive trading days has exceeded $19.13 per share, as adjusted for stock dividends, combinations or splits. Such price shall be calculated as follows: (i) If traded on a securities exchange (which shall include the Nasdaq National Market), the value shall be deemed to be the closing sales price of the securities on such exchange for each trading day during the applicable 30- day trading period; and (ii) If traded over-the-counter, the value shall be deemed to be the closing bid or sales price (whichever are applicable) for each trading day during over the applicable 30-day trading period. (C) Limitation on Conversion; Redemption. (i) Anything hereunder to the contrary notwithstanding, the Corporation shall not be required to issue upon conversion of the Series B Preferred Stock more than an aggregate of 2,679,484 shares of Common Stock (the "Nasdaq Cap"), if the issuance of a larger number of shares would constitute a breach of the Corporation's obligations under its agreements with the National Association of Securities Dealers, Inc. (the "NASD") or the Bylaws of the NASD. Subject to the obligation of the Corporation to effect certain redemptions and the exception as provided below, if further issuances of shares of Common Stock upon the conversion of shares of Series B Preferred Stock would constiute a 6-5 breach of the Corporation's obligations under any applicable agreement with the NASD or the NASD Bylaws because all of the shares permitted to be issued under the Nasdaq Cap shall have been previously issued, and so long thereafter as such limitation shall continue to be applicable, and any shares of Series B Preferred Stock are submitted for conversion, such shares shall receive an amount equal to the Liquidation Preference for such shares as provided in Section 4(A) above in lieu of the shares of Common Stock which would otherwise be issued upon such conversion. Payment of such cash amounts shall be made within five (5) business days following the date of the notice of conversion as provided in Section 6(D) below. In the event the Corporation for any reason should fail to make any such payment within such five (5) day period, the unpaid amount shall bear interest at the rate of 1/10 of one percent (0.1%) per day, or the maximum rate permitted by law, whichever is lower. The amount of shares of Common Stock subject to the Nasdaq Cap shall be adjusted for stock dividends, combinations or splits. In the event the Nasdaq Cap should continue to be applicable to the issuance of shares of Common Stock upon conversion of the shares of Series B Preferred Stock ninety (90) days following the Original Issue Date, the Corporation shall redeem the minimum number of shares of Series B Preferred Stock such that the Corporation's agreements with the NASD or the Bylaws of the NASD regarding the Nasdaq Cap will not be breached upon the conversion of the remaining shares of Series B Preferred Stock outstanding following such redemption. In such event, the redemption price to be paid by the Corporation shall be equal to the Liquidation Preference as provided in Section 4(a) above. Any redemption effected pursuant to the preceding provisions shall require no more than ten (10) days notice and the redemption dates shall be on or before one hundred five (105) days following the Original Issue Date. Any such redemption shall be effected pro rata among the holders of Series B Preferred Stock. If the funds of the Corporation legally available for redemption of Series B Preferred Stock are insufficient to redeem the number of shares to be so redeemed as provided above, those funds which are legally available will be used to redeem the maximum possible number of such shares ratably among the holders of such shares to be redeemed. At any time thereafter when additional funds of the Corporation are legally available for the redemption of shares of Series B Preferred Stock, such funds will immediately be used to redeem the balance of the shares which the Corporation has become obligated to redeem as provided above but which have not been redeemed. If for any reason any shares of Series B Preferred Stock are not redeemed on the date when such shares were to have been so redeemed, as provided above, the unpaid redemption price which should have been paid shall bear interest until fully paid at the rate of 1/10 of one percent (0.1%) per day, or the maximum rate permissible by law, whichever is lower. (ii) Notwithstanding anything to the contrary in Section 6(C)(ii) above, if the redemption of any of the shares of Series B Preferred Stock, or the payment of any Liquidation Preference in lieu of the 6-6 delivery of shares of Common Stock as provided above, would violate covenants of any agreement of the Company with its secured lenders existing as of the Original Issue Date, the shares of Series B Preferred Stock will not be redeemed unless the lenders consent to the redemption or payment of the Liquidation Preference. If for any reason the Corporation (A) (i) fails to issue and deliver shares of Common Stock upon conversion, or (ii) fails to pay the Liquidation Preference in lieu of issuing and delivering shares of Common Stock upon conversion; or (B) fails to redeem shares of Series B Preferred Stock as a result of the Nasdaq Cap remaining in effect one hundred five (105) days after the Original Issue Date as provided above, then in either such event, anything herein to the contrary notwithstanding, the Corporation shall issue and deliver shares of Common Stock upon conversion of Series B Preferred Stock. The shares of Series B Preferred Stock not redeemed shall remain outstanding and entitled to all the rights and preferences provided herein. (D) Mechanics of Conversion. Before any holder of Series B Preferred Stock shall be entitled to convert the same into shares of Common Stock, he shall give written notice (which may be by mail, postage prepaid or by facsimile transmission) to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the number of shares to be converted and the name or names in which the certificate or certificates for shares of Common Stock are to be issued. Promptly thereafter the holder shall by messenger or overnight delivery surrender the certificate or certificates representing the shares to be converted, duly endorsed, at the office of the Corporation or of any transfer agent for such shares, or at such other place designated by the Corporation. The Corporation shall, as soon as practicable after receipt of such notice, issue and deliver to or upon the order of such holder of the Series B Preferred Stock, or to the nominee or nominees of such holder, against delivery of the certificates representing the shares which have been converted, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. The Corporation shall use its best efforts to effect such issuance within 48 hours of the receipt of the certificates representing the shares to be converted and shall transmit the certificates by messenger or overnight delivery service to the address designated by such holder. Such conversion shall be deemed to have been made immediately prior to the close of business on the date such notice of conversion is given, or in the case of automatic conversion pursuant to Section 6(B), the effective date of automatic conversion as provided in Section 6(B), and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. 6-7 (E) Adjustments to Conversion Ratio for Stock Dividends and for Combinations or Subdivisions of Common Stock. In the event that the Corporation at any time or from time to time after the purchase date of the Series B Preferred shall declare or pay, without consideration, any dividend on the Common Stock payable in Common Stock or in any right to acquire Common Stock for no consideration, or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by stock split, reclassification or otherwise than by payment of a dividend in Common Stock or in any right to acquire Common Stock), or in the event the outstanding shares of Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Common Stock, then the number of shares of Common Stock into which the Series B Preferred Stock can be converted shall be proportionately decreased or increased, as appropriate. In the event that the Corporation shall declare or pay, without consideration, any dividend on the Common Stock payable in any right to acquire Common Stock for no consideration then the Corporation shall be deemed to have made a dividend payable in Common Stock in an amount of shares equal to the maximum number of shares issuable upon exercise of such rights to acquire Common Stock. (F) Adjustments for Reclassification and Reorganization. If the Common Stock issuable upon conversion of the Series B Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for in Section 6(E) above or a merger or other reorganization referred to in Section 4(C) above), the number of shares of such other class or classes of stock into which the Series B Preferred Stock shall be convertible shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted so that the Series B Preferred Stock shall be convertible into, in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equivalent to the number of shares of Common Stock that would have been subject to receipt by the holders upon conversion of the Series B Preferred Stock immediately before that change. (G) Rights Offerings. In the event the Corporation shall issue and distribute to all holders of Common Stock in any manner on or after the date of the filing of this Certificate of Designation any rights to subscribe for, or any rights or options to purchase, Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, which rights or options 6-8 do not result in any adjustment to the number of shares of Common or other classes of stock into which the Series B Preferred Stock can be converted under either Section 6(E) or Section 6(F) above, then the Corporation shall issue and distribute such rights or options to the holders of Series B Preferred Stock to the same extent as though they were holders, at the time of such distribution, of that number of shares of Common Stock into which the shares of Series B Preferred Stock held by each holder could be then be converted as of the record date for the issuance of such Convertible Securities. (H) No Impairment. This Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 6 and in the taking of all such actions as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series B Preferred Stock against impairment. (I) No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon conversion of the Series B Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series B Preferred Stock the holder is then converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion. (ii) Upon the occurrence of each adjustment or readjustment of the number of shares of Common Stock into which the Series B Preferred Stock can be converted pursuant to this Section 6, the Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Series B Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Series B Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the conversion ratio at the time in effect, and (C) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of the Series B Preferred Stock. 6-9 (J) Notices of Record Date. In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Corporation shall mail to each holder of Series B Preferred Stock, at least twenty (20) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right. (K) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the Series B Preferred Stock such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all the then outstanding Series B Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. (L) Notices. Any notice required by the provisions of this Section 6 to be given to the holders of Series B Preferred Stock shall be deemed given at the time deposited in the United States mail, postage prepaid, and addressed to each holder of record at his address appearing on the books of the Corporation. Any notice to be given to the Corporation by a holder of Series B Preferred Stock shall be given as provided in Section 6(D) above. 7. Voting Rights. (A) Except as otherwise provided by law, each holder of shares of Series B Preferred Stock shall be entitled to vote with the holders of Common Stock on an as-converted basis (assuming for the purpose of this Section 7(A) that the Conversion Price is determined according to Section 6(A)(ii)(2) above) as a single class on all matters presented for stockholder vote, and shall be, entitled to notice of any stockholders' meeting in accordance with the Bylaws of the Corporation. Fractional votes, as determined on an aggregate conversion basis for each holder, shall not, however, be permitted and any fractional voting rights resulting from the conversion of Series B Preferred Stock into Common Stock shall be rounded to the nearest whole number (with one-half being rounded upward). 6-10 8. Protective Provisions. Notwithstanding anything to the contrary in the foregoing provisions and for so long as at least 800 shares of Series B Preferred Stock remain issued and outstanding, the Corporation shall not without first obtaining the approval (by vote or written consent) of the holders of at least a majority of the voting power of the then outstanding shares Series B Preferred Stock, voting together as one class: (A) alter or change the rights, preferences or privileges of the shares of Series B Preferred Stock; (B) create (by new authorization reclassification, recapitalization, designation or otherwise) or issue any class or series of stock or any other securities convertible into equity securities of the Corporation having a preference over the Series B Preferred Stock with respect to voting, dividends or upon liquidation; (C) increase the authorized number of shares of the Series B Preferred Stock; or, (D) amend this Section 8. 9. Status of Converted Stock. In the event any Series B Preferred Stock shall be converted pursuant to Section 6 hereof, the shares so converted shall be promptly cancelled after the conversion thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein. RESOLVED FURTHER, that the Chairman of the Board, the Chief Executive Officer, the President or any Vice President, and the Secretary, the Chief Financial Officer, the Treasurer, or any Assistant Secretary or Assistant Treasurer of this Corporation are each authorized to execute, verify, and file a Certificate of Designation of Preferences in accordance with Delaware law. 6-11 IN WITNESS WHEREOF, the undersigned have executed this certificate and do affirm the foregoing as true under penalty of perjury this 7th day of on June, 1996. ____________________________ James T. Schraith, President ____________________________ Frederic A. Randall, Jr., Secretary 6-12 EX-99.7A 5 THIRD AMENDMENT EXHIBIT 7 THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") is made as of the 15th day of April, 1996, by and among The Cerplex Group, Inc., a Delaware corporation (the "Company"), the investors listed on Schedule A hereto, each of which is herein referred to as an "Investor" and collectively as the "Investors," the security holders of the Company listed on Schedule B hereto, each of which is herein referred to as a "Stockholder" and collectively as the "Stockholders," and the banks listed on Schedule C hereto, each of which is herein referred to as a "Bank Holder" and collectively as the "Bank Holders." RECITALS: A. The Company, the Investors, the Stockholders, and certain other Investors and stockholders entered into a Registration Rights Agreement dated November 19, 1993 (as in effect prior to the effectiveness of this Amendment, the "Existing Registration Rights Agreement"). B. Pursuant to a Waiver and Amendment Agreement (the "Warrantholders' Waiver and Amendment Agreement") dated as of April 15, 1996 among The Northwestern Mutual Life Insurance Company, John Hancock Mutual Life Insurance Company and North Atlantic Smaller Companies Investment Trust PLC (individually, a "Warrant Investor" and collectively, the "Warrant Investors") and the Company, and a Warrant Agreement dated as of April 15, 1996 among the Warrant Investors and the Company, the Company is issuing one million (1,000,000) warrants (the "1996 Warrants") to purchase Common Stock (as such term is defined in the Existing Registration Rights Agreement) to the Warrant Investors. C. The Warrant Investors have requested, as additional consideration for their entering into the aforesaid Waiver and Amendment Agreement, that the Existing Registration Rights Agreement be amended, as more particularly provided herein, to include the 1996 Warrants. D. Pursuant to a First Amendment to Credit Agreement and Limited Waiver (the "Bank Amendment and Waiver Agreement") dated as of April 15, 1996 among the Company, Wells Fargo Bank, National Association, as administrative agent, and the Bank Holders and a Warrant Agreement (the "Bank Warrant Agreement") dated as of April 15, 1996 among the Company and the Bank Holders, the Company is issuing one hundred twenty-five thousand (125,000) 7-1 warrants (the Company is issuing one hundred twenty-five thousand (125,000)(as such term is defined in the Existing Registration Rights Agreement) to the Bank Holders; the number of such Bank Warrants is subject to reduction, as more particularly provided for in the Bank Warrant Agreement. E. The Company has requested that the Existing Registration Rights Agreement be amended to include the Bank Holders and the Bank Warrants, as more particularly provided herein. F. The Company, the Investors and the Stockholders have agreed to amend the Existing Registration Rights Agreement as set forth herein and each of the Bank Holders have agreed to join the Existing Registration Rights Agreement, as amended hereby, as parties thereto. AGREEMENT: NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Section 1. Defined Terms. As used in this Amendment, the following terms have the respective meanings specified below: "Amendment, this" -- means this Third Amendment to Registration Rights Agreement. "Bank Amendment and Waiver Agreement" -- Recital D. "Bank Holders" -- the introductory sentence. "Bank Warrant Agreement -- Recital D. "Bank Warrants" -- Recital D. "Company" -- the introductory sentence. "Existing Registration Rights Agreement" -- Recital A. "Investors" -- the introductory sentence. "1996 Warrants" -- Recital B. "Stockholders" -- the introductory sentence. "Warrantholders' Waiver and Amendment Agreement" -- Recital B. "Warrant Investors" -- Recital B. 7-2 Section 2. Amendments. 2.1 Amendments to Section 1.1 of the Existing Registration Rights Agreement. (a) Section 1.1 of the Existing Registration Rights Agreement is hereby amended by amending and restating the following definitions, in their entirety, as set forth below: (d) The term "Hancock Group Holders" means (a) John Hancock Mutual Life Insurance Company for so long as it holds any Warrants issued on November 19, 1993 or on April 15, 1996 (collectively, the "Original JH Warrants") or any Common Stock issued pursuant to the exercise of such Warrants and (b) any successors thereto or direct or successive transferees thereof; it being the intention of the parties hereto that any successive holder of a Warrant, or the Common Stock issued upon the exercise of such Warrant, which Warrant derived from an Original JH Warrant, shall be included in this definition, provided that any holder of shares of Common Stock issued upon the exercise of any Original JH Warrant or any Warrant that derived from such Original JH Warrant which shares have been, or derive from shares that have been, publicly sold pursuant to a registration statement filed under the Act or pursuant to Rule 144 shall, to the extent of its holdings of such shares, be excluded from this definition. Any decisions to be made by the Hancock Group Holders shall be made upon a vote of a majority in interest of holders of the aforesaid Warrants and the aforesaid Common Stock on the basis of the number of shares of Common Stock issuable pursuant to such Warrants and the number of shares of such Common Stock then held. Rights under this Agreement of successors, assigns and transferees of Hancock Group Holders are subject to compliance with the requirements of Section 1.13. (i) The term "Northwestern Group Holders" means (a) The Northwestern Mutual Life Insurance Company for so long as it holds any Warrants issued on November 19, 1993 or on April 15, 1996 (collectively, the "Original NW Warrants") or any Common Stock issued pursuant to the exercise of such Warrants and (b) any successors thereto or direct or successive transferees thereof; it being the intention of the parties hereto that any successive holder of a Warrant, or the Common Stock issued upon the exercise of such Warrant, which Warrant derived from an Original NW Warrant, shall be included in this definition, provided that any holder of shares of Common Stock issued upon the exercise of any Original NW Warrant or any Warrant that derived from such Original NW Warrant which shares have been, or derive from shares that have been, publicly sold pursuant to a registration statement filed under the Act or pursuant to Rule 144 shall, to the extent of its holdings of such shares, be excluded from this 7-3 definition. Any decisions to be made by the Northwestern Group Holders shall be made upon a vote of a majority in interest of holders of the aforesaid Warrants and the aforesaid Common Stock on the basis of the number of shares of Common Stock issuable pursuant to such Warrants and the number of shares of such Common Stock then held. Rights of successors, assigns and transferees of Northwestern Group Holders are subject to compliance with the requirements of Section 1.13. (q) The term "Registrable Securities" means (i) the Common Stock currently issued to the Investors and the Stockholders, (ii) all Common Stock issued or issuable to the Investors, the Stockholders and the Bank Holders upon exercise or conversion, as the case may be, of the Warrants, the Bank Warrants, other warrants, the options or the Series A Preferred Stock held by them, and (iii) all Common Stock issued (or issuable upon the exercise of any Warrant, any Bank Warrant, any other warrant, any right or any other security, which Warrant, Bank Warrant, other warrant, right or other security is itself issued) as a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares of Common Stock referenced in (i) and (ii) above, excluding in all cases, however, any Registrable Securities sold by a person in a transaction in which his rights under this Section 1 are not assigned. (w) The term "Warrants" means the collective reference to (a) those certain warrants issued by the Company to each of The Northwestern Mutual Life Insurance Company, John Hancock Mutual Life Insurance Company and North Atlantic Smaller Companies Trust PLC on November 19, 1993 pursuant to that certain Warrant Agreement dated as of November 19, 1993 and all warrants exchanged therefor or otherwise subsequently issued in respect thereof under said Warrant Agreement and (b) those certain warrants issued by the Company to each of The Northwestern Mutual Life Insurance Company, John Hancock Mutual Life Insurance Company and North Atlantic Smaller Companies Trust PLC on April 15, 1996 pursuant to that certain Warrant Agreement dated as of April 15, 1996 and all warrants exchanged therefor or otherwise subsequently issued in respect thereof under said Warrant Agreement. (x) The term "Warrant Group Holders" means (a) John Hancock Mutual Life Insurance Company, The Northwestern Mutual Life Insurance Company and North Atlantic Smaller Companies Trust PLC for so long as such persons hold any warrants issued on November 19, 1993 or on April 15, 1996 (collectively, the "Original Warrants") or any Common Stock 7-4 issued pursuant to the exercise of such Warrants and (b) any successors thereto or direct or successive transferees thereof; it being the intention of the parties hereto that any successive holder of a Warrant, or the Common Stock issued upon the exercise of such Warrant, which Warrant derived from an Original Warrant, shall be included in this definition, provided that any holder of shares of Common Stock issued upon the exercise of any Original Warrant (or any Warrant that derived from such Original Warrant) which shares have been, or derive from shares that have been, publicly sold pursuant to a registration statement filed under the Act or pursuant to Rule 144 shall, to the extent of its holdings of such shares, be excluded from this definition. Any decisions to be made by the Warrant Group Holders (including, without limitation, the decision to make a request under Section 1.2(a) and Section 1.12(a)) shall be made upon a vote of sixty-seven percent (67%) in interest of holders of the aforesaid Warrants and the aforesaid Common Stock on the basis of the number of shares of Common Stock issuable pursuant to such Warrants and the number of shares of such Common Stock then held. Rights under this Agreement of successors, assigns and transferees of Warrant Group Holders are subject to compliance with the requirements of Section 1.13. (b) The following definitions are hereby added to Section 1.1 of the Existing Registration Rights Agreement so as to preserve the alphabetical ordering of the definitions set forth therein: The term "Bank Holders" means (a) each of the banks set forth on Schedule C hereto for so long as they holder any Bank Warrants issued on April 15, 1996 (the "Original Bank Warrants") or any Common Stock issued pursuant to the exercise of such Bank Warrants and (b) any successors thereto or direct or successive transferees thereof; it being the intention of the parties hereto that any successive holder of a Bank Warrant, or the Common Stock issued upon the exercise of such Bank Warrant, which Bank Warrant derived from an Original Bank Warrant, shall be included in this definition, provided that any holder of shares of Common Stock issued upon the exercise of any Original Bank Warrant or any Bank Warrant that derived from such Original Bank Warrant which shares have been, or derive from shares that have been, publicly sold pursuant to a registration statement filed under the Act or pursuant to Rule 144 shall, to the extent of its holdings of such shares, be excluded from this definition. Any decisions to be made by the Bank Holders shall be made upon a vote of a majority in interest of holders of the aforesaid Bank Warrants and the aforesaid Common Stock on the basis of the number of shares of Common Stock issuable pursuant to such Bank Warrants and the number of shares of such Common Stock then held. Rights of successors, assigns and transferees of Bank 7-5 Holders are subject to compliance with the requirements of Section 1.13. The term "Bank Warrants" means those certain warrants issued by the Company to each of the banks set forth on Schedule C hereto on April 15, 1996 pursuant to that certain Warrant Agreement dated as of April 15, 1996 and all warrants exchanged therefor or otherwise subsequently issued in respect thereof under said Warrant Agreement, provided that, if the conditions set forth in said Warrant Agreement for the 50% reduction of such warrants shall have been satisfied, then "Bank Warrants" shall mean such warrants as so reduced. 2.2 Amendment to Section 1.2(b)(i) of the Existing Registration Rights Agreement. Clause (i) of Section 1.2(b) of the Existing Registration Rights Agreement is hereby amended and restated in its entirety as follows: (i) half of all Holders who are Stockholders (or who derived their ownership of Registrable Securities after the date hereof from Stockholders) or who are Bank Holders (or who derived their ownership of Registrable Securities after the date hereof from Bank Holders), provided, however, if the registration is the IPO, in no event shall Klein be allocated more than 430,000 shares of the Primary Stockholders other than Klein be allocated more than 285,000 shares (in each case adjusted for stock splits, stock dividends, combinations and other recapitalizations) and 2.3 Amendment to Section 1.8 of the Existing Registration Rights Agreement Clause (i) of Section 1.8 of the Existing Registration Rights Agreement is hereby amended and restated in its entirety as follows: (i) half of such piggyback securities are allocated to all Holders who are Stockholders (or who derived their ownership of Registrable Securities after the date hereof from Stockholders) or who are Bank Holders (or who derived their ownership of Registrable Securities after the date hereof from Bank Holders) 2.4 Amendment to Section 1.12(f) of the Existing Registration Rights Agreement Clause (i) of Section 1.12(f) of the Existing Registration Rights Agreement is hereby amended and restated in its entirety as follows: 7-6 (i) half to all Holders who are Stockholders (or who derived their ownership of Registrable Securities after the date hereof from Stockholders) or who are Bank Holders (or who derived their ownership of Registrable Securities after the date hereof from Bank Holders), provided, however, that in no event shall Klein be allocated more than 430,000 shares or the Primary Stockholders other than Klein be allocated more than 285,000 shares (in each case adjusted for stock splits, stock dividends, combinations and other recapitalizations) and 2.5 Amendment to Section 2.7 of the Existing Registration Rights Agreement The following sentences are hereby added at the end of Section 2.7 of the Existing Registration Rights Agreement: No amendment or waiver hereof that would adversely affect any right in respect of the Bank Holders in a manner different from the other Holders may be effected without the consent of the Bank Holders. Except as set forth in the immediately preceding sentence, no Bank Holder shall be entitled to any vote under this Section 2.7. 2.6 Addition of Schedule C to Existing Registration Rights Agreement Schedule C hereto is hereby added to the Existing Registration Rights Agreement as Schedule C. Section 3. Miscellaneous. 3.1 Bank Holders to Become Parties Each Bank Holder by executing this Amendment shall become a party to, and shall be obligated and bound by the provisions of the Existing Registration Rights Agreement, as amended by this Amendment. For purposes of the avoidance of doubt, each Bank Holder acknowledges that (a) it has no rights as an "Initiating Demand Holder" (as such term is defined in the Existing Registration Rights Agreement) under Section 1.2 of the Existing Registration Rights Agreement, as amended hereby. (b) it has no rights as a "Requesting Holder" (as such term is defined in the Existing Registration Rights Agreement) under Section 1.12 of the Existing Registration Rights Agreement, as amended hereby. 7-7 (c) the Bank Warrants are separate and distinct from the "Warrants" (as such term is defined in the Existing Registration Rights Agreement) and the 1996 Warrants, and (d) the Bank Holders are not "Investors" (as such term is defined in the Existing Registration Rights Agreement) and are not entitled to any of the rights of the Investors under the Existing Registration Rights Agreement, as amended hereby, and are not "Warrant Group Holders" (as such term is defined in the Existing Registration Rights Agreement) and are not entitled to any of the rights of Warrant Group Holders under the Existing Registration Rights Agreement, as amended hereby. 3.2 Governing Law This Amendment shall be governed by and construed under the laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York. 3.3 Duplicate Originals Two or more duplicate originals of this Amendment may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument. This Amendment may be executed in one or more counterparts and shall be effective when at least one counterpart shall have been executed by each party hereto, and each set of counterparts which, collectively, show execution by each party hereto shall constitute one duplicate original. 3.4 Effect of this Amendment Except as specifically provided in this Amendment, no terms or provisions of the Existing Registration Rights Agreement have been modified or changed by this Amendment and the terms and provisions of the Existing Registration Rights Agreement, as amended hereby, shall continue in full force and effect. This Amendment and the amendments contained herein shall have and be in effect on and after the date hereof upon the execution and delivery hereof by each of the Investors, Stockholders, Bank Holders and the Company. 3.5 Section Headings The titles of the sections hereof appear as a matter of convenience only, do not constitute a part of this Amendment and shall not affect the construction hereof. Section 4. Undertaking of the Company. If this Amendment shall be determined to be unenforceable for any reason or if the participation of the 1996 Warrants in any registration 7-8 of Registrable Securities (as such term is defined in the Existing Registration Rights Agreement) shall be enjoined or objected to by any party to the Existing Registration Rights Agreement, the Company hereby covenants and agrees to enter into a registration rights agreement with the holders of the 1996 Warrants pursuant to which such holders shall be afforded rights and benefits with respect to the 1996 Warrants substantially similar to those included in the Existing Registration Rights Agreement. [Remainder of Page Intentionally Blank. Next Page is Signature Page.] 7-9 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on their behalf by a duly authorized officer or agent thereof, as the case may be, as of the date first above written. THE CERPLEX GROUP, INC. By _______________________ Name: Title: THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By _________________________ Name: Title: JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY By _________________________ Name: Title: NORTH ATLANTIC SMALLER COMPANIES INVESTMENT TRUST PLC By _________________________ Name: Title: 7-10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on their behalf by a duly authorized officer or agent thereof, as the case may be, as of the date first above written. THE CERPLEX GROUP, INC. By: ____________________________ James T. Schraith, President Address: 1382 Bell Avenue Tustin, California 92680 STOCKHOLDERS: _________________________________ William A. Klein Address: 1382 Bell Avenue Tustin, California 92680 _________________________________ Richard C. Davis Address: 1382 Bell Avenue Tustin, California 92680 __________________________________ Myron Kunin Address: Regis Corporation 7201 Metro Boulevard Minneapolis, MN 55439 7-11 INVESTORS: SPROUT GROWTH II, L.P. By: DLJ Capital Corporation, Managing General Partner By: ______________________________ Robert Finzi, Attorney-in-Fact DLJ CAPITAL CORPORATION By: ______________________________ Robert Finzi, Attorney-in-Fact CANAAN VENTURE LIMITED PARTNERSHIP By: Canaan Management Limited Partnership, General Partner By: Canaan Venture Partners L.P., General Partner By: _______________________________ General Partner CANAAN VENTURE OFFSHORE LIMITED PARTNERSHIP C.V. By: Canaan Management Limited Partnership, General Partner By: Canaan Venture Partners L.P., General Partner By: ________________________________ General Partner 7-12 BESSEMER VENTURE PARTNERS III L.P. By: Deer III & Co., General Partner By: ________________________________ Robert H. Buescher, General Partner By: _________________________________ Robert H. Buescher, Attorney-in-Fact 7-13 Each of the undersigned Bank Holders agrees to be bound by the terms and conditions of the Existing Registration Rights Agreement, as amended by this Third Amendment to Registration Rights Agreement WELLS FARGO BANK, NATIONAL ASSOCIATION By_______________________________ Name: Title: SUMITOMO BANK OF CALIFORNIA By_______________________________ Name: Title: BHF - BANK AKTIENGESELLSCHAFT By_______________________________ Name: Title: COMERICA BANK - CALIFORNIA By_______________________________ Name: Title: 7-14 Schedule A Schedule of Investors Warrant Investors The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, Wisconsin 53202 John Hancock Mutual Life Insurance Company John Hancock Place 200 Clarendon Street Boston, Massachusetts 02117 North Atlantic Smaller Companies Trust PLC c/o J.O. Hambro & Co., Ltd. 30 Queen Anne's Gate London, England SW1H9AL Independent Equity Group Number of Shares of Preferred Name Stock Held Sprout Growth II, L.P. 847,065 DLJ Capital Corp. 86,268 Canaan Venture Limited Partnership 116,821 Canaan Venture Offshore Limited 279,179 Partnership Deepak Kamra 4,000 Bessemer Venture Partners II L.P. 431,478 Neil H. Brownstein 3,333 Robert H. Buescher 1,000 C. Samantha Chen 300 Rodney A. Cohen 200 Richard R. Davis 1,000 Adam P. Godfrey 200 Barbara M. Henagan 667 Robert D. Lindsay 667 7-15 Bradford Mills 2,000 Thomas F. Ruhm 266 Ward W. Woods, Jr. 3,333 Leo & Nicole Arnaboldi, JTWROS 2,000 Perry H. Braun 800 Norman H. Brown, Jr. 2,000 John G. Danhakl 1,067 Hoyt L. Davidson 3,000 Thompson Dean 1,000 Peter K. Deeks 3,000 Ralph L. DeGroff, Jr. 1,000 Anthony M. DeLuise 2,667 David L. Dennis 2,667 Thomas S. DePre 2,000 Robert E. Diemar 1,500 Robert Finzi 3,500 Daniel K. Flatley 1,700 Mark K. Gormley 3,000 Joyce I. Greenberg 2,200 Thomas G. Greig, III 5,000 James D. Hann & Bonnie J. Hann, JTWROS 3,000 Douglas M. Hayes 1,800 Stephen J. Ketchum 10,000 Richard E. Kroon 5,200 Frederick C. Lane 3,200 Mark Lanigan 2,133 Steven E. Lebow 2,667 Brian McLoughlin 1,300 Kenneth David Moelis 2,667 & Julie Lynn Moelis Trustees Under The Moelis Family Trust John Joseph Navin, III 4,000 Michael R. Nicolais 3,400 7-16 Peter J. Nolan 2,667 Steven G. Puccinelli 1,000 Larry E. Reeder 5,200 Elan Adiel Schultz 500 James T. Sington 1,600 Jon R. Stone 2,121 Steven F. Strandberg 1,000 Kenneth A. Tucker 3,000 R. Scott Turricchi 2,667 Warren Woo 1,067 Kirk B. Wortman 600 TOTAL 1,876,667 shares of preferred stock outstanding 7-17 Schedule B Schedule of Stockholders Catherine Bartholomew Frank Cameron Tom Cherry Roberta Claborn David O. Creasman Raymond Cruz Richard C. Davis Randle Dewees Edward Diaz Susan Eaton Harry Edmiston Dennis Fandrich Jon Gill Jacqueline Gillett Gary Graff Nelson Guillory Peggy Hams Jerome Jacobson James Jones Roberta Kean Jennifer Klein Melissa Klein William A. Klein Myron Kunin Pollianna Lewis Van Nguyen Richard Ollech Thomas D. Pipkin Juanita Pitts Keith Rathbone Richard Richardson Vincent E. Simpson Grover Smith Joyce Valdez Earnest Vernon Alan Weaver Theodore J. Wisniewski 7-18 Schedule C Schedule of Bank Holders Wells Fargo Bank, National Association Sumitomo Bank of California BHF - Bank Aktiengesellschaft Comerica Bank - California 7-19 EX-99.7B 6 FOURTH AMENDMENT EXHIBIT 7 FOURTH AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT THIS FOURTH AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT (this "Amendment") is made effective as of the 10th day of June, 1996, by and among The Cerplex Group, Inc., a Delaware corporation (the "Company"), the investors listed on Schedule A hereto, each of which is herein referred to as an "Investor" and collectively as the "Investors," the security holders of the Company listed on Schedule B hereto, each of which is herein referred to as a "Stockholder" and collectively as the "Stockholders," the banks listed on Schedule C hereto, each of which is herein referred to as a "Bank Holder" and collectively as the "Bank Holders" and each of the parties listed on Schedule D hereto, each of which is herein referred to as a "Series B Preferred Holder" and collectively as the "Series B Preferred Holders." RECITALS: A. The Company, the Investors, the Stockholders, and certain other investors and stockholders entered into a Registration Rights Agreement dated November 19, 1993 (as in effect prior to the effectiveness of this Amendment, the "Existing Registration Rights Agreement"). B. Pursuant to a Waiver and Amendment Agreement, dated as of April 15, 1996, among The Northwestern Mutual Life Insurance Company, John Hancock Mutual Life Insurance Company and North Atlantic Smaller Companies Investment Trust PLC (each individually, a "Warrant Group Holder" and collectively, the "Warrant Group Holders") and the Company, and a Warrant Agreement dated as of April 15, 1996, among the Warrant Group Holders and the Company, the Company issued one million (1,000,000) warrants (the "1996 Warrants") to purchase Common Stock (as such term is defined in the Existing Registration Rights Agreement) to the Warrant Group Holders. C. Pursuant to a First Amendment to Credit Agreement and Limited Waiver (the "Bank Amendment and Waiver Agreement"), dated as of April 15, 1996, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and the Bank Holders and a Warrant Agreement (the "Bank Warrant Agreement"), dated as of April 15, 1996, among the Company and the Bank Holders, the Company issued one hundred twenty-five thousand (125,000) warrants (the "Bank Warrants") to purchase Common Stock (as such term is defined in the Existing Registration Rights Agreement) to the Bank Holders. 7-20 D. Pursuant to the Third Amendment to the Existing Registration Rights Agreement, dated as of April 15, 1996, by and among the Company, the Investors, the Stockholders and the Bank Holders, the shares of Common Stock issuable upon exercise of the Bank Warrants and the 1996 Warrants have been made subject to the Existing Registration Rights Agreement. E. The Company and the Series B Preferred Holders (as defined herein) are parties to the Stock Purchase Agreement of even date herewith (the "Series B Agreement") pursuant to which Series B Preferred Holders have purchased an aggregate of 8,000 shares of the Company's Series B Preferred Stock; and in order to induce the Company and the Series B Preferred Holders to enter into the Series B Agreement, the Series B Preferred Holders and the Company hereby agree that the Existing Registration Rights Agreement as hereby amended shall govern the rights of the Series B Preferred Holders to cause the Company to register shares of Common Stock issuable to the Series B Preferred Holders upon the conversion of the Series B Preferred Stock and certain other matters set forth herein. F. The parties to the Existing Registration Rights Agreement wish to amend the terms thereof to (i) permit the Bank Holders certain additional rights hereunder and (ii) permit the Series B Preferred Holders certain rights. AGREEMENT: NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. DEFINED TERMS Terms used herein without definition shall have the meaning given such terms in the Existing Registration Rights Agreement. The terms specified below are hereby incorporated, as applicable, into the Existing Registration Rights Agreement. As used in this Amendment, the following terms have the respective meanings specified below: "Additional Shares" -- has the meaning given such term in Section 1.2(b) of the Existing Registration Rights Agreement, as amended hereby "Amendment, this" -- means this Fourth Amendment to the Existing Registration Rights Agreement "Deficiency" -- has the meaning given such term in Section 1.2(f) of the Existing Registration Rights Agreement, as 7-21 amended hereby "Effectiveness Period" -- has the meaning given such term in Section 1.19(a) of the Existing Registration Rights Agreement, as amended hereby "Excess Shares" -- has the meaning given such term in Section 1.2(f) of the Existing Registration Rights Agreement, as amended hereby "Existing Registration Rights Agreement" -- Recital A "NASD" means the National Association of Securities Dealers, Inc. "Non-Initiating Holder" -- has the meaning given such term in Section 1.2(b) of the Existing Registration Rights Agreement, as amended hereby "Non-Requesting Holder" -- has the meaning given such term in Section 1.12(f) of the Existing Registration Rights Agreement, as amended hereby "Selling Group" -- shall have the meaning given such term in Section 1.6 "Series B Agreement" -- Recital E "Shelf Registration" -- has the meaning given such term in Section 1.19(a) of the Existing Registration Rights Agreement, as amended hereby "Shortage" -- shall have the meaning given such term in Section 1.2(b) of the Existing Registration Rights Agreement, as amended hereby "Shortfall" has the meaning given such term in Section 1.2(b) of the Existing Registration Rights Agreement, as amended hereby "Sprout" -- means (a) (x) The Sprout Group, and any affiliates thereof, Sprout Growth II, L.P., or (y) DLJ Capital Corporation or any subsidiaries or affiliates thereof, as the case may be, for so long as it holds any warrants on the date hereof issued pursuant to the Existing Registration Rights Agreement (the "Original Sprout Warrants") or any Common Stock issued pursuant to the exercise of such Warrants and (b) any successors thereto or direct or successive transferees thereof; it being the intention of the parties hereto that any successive holder of a warrant, or the Common Stock issued upon the exercise of such warrant, which warrant derived from an Original Sprout Warrant, shall be included in this definition, provided that any holder of shares of Common Stock issued upon the exercise of any Original Sprout Warrant or any 7-22 warrant that derived from such Original Sprout Warrant which shares have been, or derive from shares that have been, publicly sold pursuant to a registration statement filed under the Act or pursuant to Rule 144 shall, to the extent of its holdings of such shares, be excluded from this definition. Rights under this Agreement of successors, assigns and transferees of Sprout Holders are subject to compliance with the requirements of Section 1.13 of the Existing Registration Rights Agreement. SECTION 2. AMENDMENTS 2.1 Amendments to Section 1.1 of the Existing Registration Rights Agreement (a) Section 1.1 of the Existing Registration Rights Agreement is hereby amended by amending and restating the following definition, in its entirety, as set forth below: (q) The term "Registrable Securities" means (i) the Common Stock currently issued to the Investors and the Stockholders, (ii) all Common Stock issued or issuable to the Investors, the Stockholders, the Bank Holders and the Series B Preferred Holders upon exercise or conversion, as the case may be, of the Warrants, the Bank Warrants, other warrants, options or the Series B Preferred Stock held by them, and (iii) all Common Stock issued (or issuable upon the exercise or conversion, as the case may be, of any Warrant, any Bank Warrant, any other warrant, option or the Series B Preferred Stock, any right or any other security, which Warrant, Bank Warrant, Series B Preferred Stock, other warrant, right, any other security or option is itself issued) as a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares of Common Stock referenced in (i) and (ii) above, excluding in all cases, however, any Registrable Securities sold by a person in a transaction in which his rights under this Section 1 are not assigned. (b) The following definitions are hereby added to Section 1.1 of the Existing Registration Rights Agreement so as to preserve the alphabetical ordering of the definitions set forth therein. The term "Series B Preferred Holders" means (a) each of the entities, or persons, as the case may be, set forth on 7-23 Schedule D hereto, for so long as they hold any shares of Series B Preferred Stock or any Common Stock issued pursuant to the conversion of such shares and (b) any successors thereto or direct or successive transferees thereof; it being the intention of the parties hereto that any successive holder of Series B Preferred Stock, or the Common Stock issued upon the conversion of such Series B Preferred Stock, shall be included in this definition, provided that any Holder of shares of Common Stock issued upon the conversion of any share of Series B Preferred Stock that has been, or derives from any share that has been, publicly sold pursuant to a registration statement filed under the Act or pursuant to Rule 144 shall, to the extent of its holdings of such shares, be excluded from this definition. Any decisions to be made by the Series B Preferred Holders shall be made upon a vote of a majority in interest of Series B Preferred Holders on the basis of the number of shares of Common Stock issuable upon conversion of Series B Preferred Stock and the number of shares of such Common Stock then held. Rights of successors, assigns and transferees of Series B Preferred Holders are subject to compliance with the requirements of Section 1.13. The term "Series B Preferred Stock" means that certain series of Preferred Stock designated Series B, having par value of $0.001 per share, enjoying the rights and privileges set forth in that Certificate of Designation of the Company as in effect on the date hereof. 2.2 Amendments to Section 1.2 (a) Section 1.2(a) of the Existing Registration Rights Agreement is hereby amended by deleting the word "and" at the end of clause (ii), by deleting the period at the end of clause (iii) and replacing it with a semi-colon, and by adding the following clauses after clause (iii): (iv) the Bank Holders may request one (1) registration under this Section 1.2; and (v) the Series B Preferred Holders may request one (1) registration under this Section 1.2. (b) Section 1.2(b) of the Existing Registration Rights Agreement is hereby amended to delete the first full paragraph and such paragraph is restated in its entirety as follows: If the Initiating Demand Holder in respect of any registration requested under this Section 1.2 intends to distribute the Registrable Securities covered by its 7-24 request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a)(A). The underwriter will be one or more underwriting firms of recognized national standing selected, after consultation with the Initiating Demand Holder, by the Company and shall be acceptable to the Initiating Demand Holder, which shall not unreasonably withhold its acceptance of such underwriters, provided that any Original Warrantholder, Independent Equity Group Holder or Series B Preferred Holder that constitutes, in whole or part, the Initiating Demand Holder may require the managing underwriter so selected above to invite not more than one (1) underwriter selected by such Original Warrantholder, Independent Equity Group Holder or Series B Preferred Holder to join the selling syndicate in respect of such registration. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and inclusion in the underwriting of the Registrable Securities of such Holder in such registration (unless otherwise mutually agreed by the Initiating Demand Holder and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting, all as contemplated by subsection 1.4(e). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Demand Holder that the number of securities requested to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to the Initiating Demand Holder (such advice to state the basis of such opinion and the approximate number of shares of Registrable Securities that may be included in such offering without such effect), then the Initiating Demand Holder shall so advise all Holders of Registrable Securities which would otherwise be included in such registration pursuant hereto, and the number of shares of Registrable Securities that may be so included shall be allocated as follows: (i) All of the Registrable Securities of the Initiating Demand Holder and each member (or who derived their ownership of Registrable Securities after the date hereof from such Holder) of the applicable group (as set forth in Section 1.2(a)(i) through and including 1.2(a)(v) (a "group") to which 7-25 such Holder belongs, shall first be included in such registration; provided, however, in the event the number of Registrable Securities requested to be included in such Registration by the Holders in such group exceeds the number of shares which may be included in such registration, such allocation shall be made among the Holders of such group pro rata based upon the number of Registrable Securities owned by each such Holder. For the purposes of determining to which group Sprout belongs any Original Sprout Warrant received, or the Common Stock received upon the exercise thereof, shall, if applicable, be included in the Independent Equity Group and any shares of Series B Preferred Stock, or Common Stock received upon the conversion thereof, shall be included, if applicable, with those of the Series B Preferred Holders; and (ii) in the event that the number of Registrable Securities includable in such registration exceeds the number of Registrable Securities includable therein pursuant to the foregoing clause (i) (such securities "Additional Shares"), then in such case, such Additional Shares shall be allocated to the Holders of Registrable Securities which are not members of the group to which the Initiating Demand Holder belongs but which have requested inclusion in the registration (the "Non-Initiating Holders") on a pro rata basis (as nearly as practicable) based on the number of Registrable Securities held by each. In the event this clause (ii) is applicable, and for purposes of effecting the calculations provided for herein, the number of Registrable Securities owned by all of the Primary Stockholders as a group shall be deemed to be equal to the number of Registrable Securities owned by the Investors as a group (not counting for this purpose any Investor that is a member of the group to which the Initiating Demand Holder belongs and any Common Stock issued, or issuable, upon conversion of the Series B Preferred Stock owned by Sprout). As such, each Primary Stockholder who is a Non-Initiating Holder shall be deemed for the purposes of the computations in this paragraph to own a proportionately smaller number of shares. In addition, to the extent the Registrable Securities in respect of the 1996 Warrants result in an allocation of Additional Shares to the Independent Equity Group under this clause (ii) that is less than it would have been if there had been no issuance of 1996 Warrants (such deficiency is referred to herein as the "Shortfall"), the Primary Stockholders will be 7-26 deemed, for purposes of this clause (ii), to have assigned to the Independent Equity Group a number of Additional Shares that would have otherwise been allocated to such Primary Stockholders equal to 50% of such Shortfall. The number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities (including, without limitation, any securities of the Company or any other person then included in such registration, as contemplated by the immediately succeeding sentence) are first entirely excluded from the underwriting. The Company will not register securities for sale for the account of any person other than Holders of Registrable Securities participating in such registration and the Company in connection with any registration pursuant to this Section 1.2 unless it shall have obtained the prior written consent of the Initiating Demand Holder or unless the requirements of Section 1.14 have been fully satisfied in respect of such other securities. Upon receipt of such consent, the Company will notify each Holder of Registrable Securities requesting participation in such registration of such consent. (c) Section 1.2(d) of the Existing Registration Rights Agreement is hereby amended so that clause "(ii)" shall be renumbered as clause "(iii)" and the following clause shall be added as clause "(ii)": A registration statement effected pursuant to Section 1.19 shall not preclude a request or a demand under Section 1.2 or a registration, public offering or distribution in respect thereof. The Holders acknowledge and agree that upon the receipt from a Holder of a request under Section 1.2, no other request under this Section 1.2 or Section 1.12 need be honored by the Company pending the discharge or withdrawal of such request, and the first such request under this Section 1.2 or Section 1.12, as the case may be, shall preempt all other such requests until such time as the procedures and processes that commence upon the receipt of such request shall have been completed in a manner consistent with the intent hereof or such request is withdrawn. 2.3 Amendment to Section 1.3 of the Existing Registration Rights Agreement Section 1.3 of the Existing Registration Rights Agreement is hereby amended to add "(i)" before the word "If" in the first sentence of Section 1.3 and to add the following paragraph as Section 1.3(b): 7-27 (b) In the event that the Company has filed, or files, a registration statement within thirty (30) days of receipt of a notice under Section 1.2 or 1.12, pursuant to this Section 1.3, then the Company shall not be required to honor any demand under Section 1.2 or 1.12 until the earlier of (i) one hundred twenty days following the date of such notice or (ii) such date as the Company is no longer using its best efforts to effect such offering (including, without limitation, the date the Company withdraws such registration statement). 2.4 Amendment to Section 1.4(e) of the Existing Registration Rights Agreement Section 1.4(e) of the Existing Registration Rights Agreement is hereby amended to add ", Bank Holders or Series B Preferred Holders" after the word "Investors" but before the word "shall" in the last sentence of Section 1.4(e). 2.5 Amendment to Section 1.6 of the Existing Registration Rights Agreement Section 1.6 of the Existing Registration Rights Agreement is hereby amended so that all of the words from "All expenses" up to, but not including "provided, however," are deleted and replaced with the following: All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 1.2, Section 1.12 and Section 1.19, including (without limitation) all registration, filing and qualification fees of the Act and any other securities or Blue Sky laws, printers and accounting fees, fees and disbursements of counsel for the Company and the Stockholders and the reasonable and customary fees and disbursements of one counsel for the selling Investors, Bank Holders and Series B Preferred Holders (collectively, the "Selling Group") (excluding, however, any fees and disbursements for special counsel for the Holders other than such one counsel for the Selling Group; the Selling Group shall appoint its counsel by a two-thirds vote of the Registrable Securities of those Holders who are members of the Selling Group then participating in such registration) shall be borne and paid by the Company (which right in favor of the Holders is assignable by the Holders as provided in Section 1.13); 7-28 2.6 Amendment to Section 1.7 of the Existing Registration Rights Agreement Section 1.7 of the Existing Registration Rights Agreement is hereby amended so that the words "selling Investors" are deleted and replaced with the words "Selling Group" and the words "such Investors" are replaced with "members of the Selling Group." 2.7 Amendment to Section 1.8 of the Existing Registration Rights Agreement Section 1.8 of the Existing Registration Rights Agreement shall be deleted and restated in its entirety as follows: 1.8 Underwriting Requirements. (a) In connection with any offering involving an underwriting of securities of the Company referred to in Section 1.3, the Company shall not be required under said Section 1.3 to include any of the Holders' Registrable Securities in such underwriting unless such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as such underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities (other than securities to have been originally offered under such offering by the Company for its own account or for the account of persons other than the Holders) requested by holders of such securities (including Registrable Securities requested by the Holders) to be included in such offering (with respect to any such offering, the "piggyback securities") exceeds the amount of securities that the underwriters determine in their sole discretion can be sold without jeopardizing the success of the sale of such originally offered securities, then the Company shall be required to include in such offering only that number of such piggyback securities, including Registrable Securities, which the underwriters reasonably determine in their sole discretion will not jeopardize the success of the sale of said originally offered securities (the piggyback securities to be so included in such offering to be apportioned among the Holders (or who derived their ownership of Registrable Securities after the date hereof from Holders) on a pro rata basis, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each such Holder to the piggyback securities, provided, however, that for purposes of such determination, the number of Registrable Securities owned by all of the Primary Stockholders as a group 7-29 shall be deemed to be equal to the number of Registrable Securities owned by the Investors as a group (not counting for this purpose any Series B Preferred Stock, or Common Stock issued or issuable upon the conversion thereof, owned by Sprout). As such, each Primary Stockholder shall be deemed for the purposes of such calculations to own a proportionately smaller number of shares. In addition, to the extent the Registrable Securities in respect of the 1996 Warrants result in an allocation of piggyback securities to the Independent Equity Group under this Section 1.8 that is less than it would have been if there had been no issuance of 1996 Warrants (such deficiency is referred to herein as the "Shortage"), the Primary Stockholders will be deemed, for purposes of this Section 1.8, to have assigned to the Independent Equity Group a number of piggyback securities that would have otherwise been allocated to such Primary Stockholders equal to 50% of such Shortage. 2.8 Amendment to Section 1.10(a) of the Existing Registration Rights Agreement Section 1.10(a) of the Existing Registration Rights Agreement is amended so that the phrase ", Bank Holders or Series B Preferred Holders" is included in the first parenthetical after the word "Investors" and before the comma which follows the word "Investors." 2.9 Amendment to Section 1.12 of the Existing Registration Rights Agreement (a) Section 1.12(a) of the Existing Registration Rights Agreement is hereby amended and restated in its entirety as follows: 1.12 Form S-3 Registration. (a) One or more Holders (such Holders are, with respect to each request made by them under this Section 1.12, referred to collectively as a "Requesting Holder") may make written requests of the Company to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Requesting Holder, provided that such Requesting Holder belongs to one or more of the following: the Northwestern Group Holders, the Hancock Group Holders, the Independent Equity Group Holders, the Primary Stockholders, Bank Holders or Series B Preferred Holders. (b) Section 1.12 of the Existing Registration Rights Agreement is hereby amended to include the following as "Section 1.12(g)": A registration statement effected pursuant to Section 1.19 shall not preclude a request or a demand 7-30 under Section 1.12 or a registration, public offering or distribution, in respect thereof. The Holders acknowledge and agree that upon the receipt from a Holder of a request under Section 1.12, no other request under this Section 1.12 or Section 1.2 need be honored by the Company pending discharge or withdrawal of such request, and the first such request under this Section 1.12 or Section 1.2, as the case may be, shall preempt all other such requests until such time as the procedures and processes that commence upon the receipt of such request shall have been completed in a manner consistent with the intent hereof or such request is withdrawn. (c) Section 1.12(b)(ii)(D) of the Existing Registration Rights Agreement is amended to add the following language after "Section 1.12" and before the ";": provided, however, that in no event shall a registration effected pursuant to Section 1.12(a) be counted for the purposes of this Section 1.12(b)(ii)(D) if such firmly underwritten registration statement on Form S-3 was initiated by a Bank Holder or a Series B Preferred Holder as a "Requesting Holder" under Section 1.12. (d) Section 1.12(b)(ii)(E) of the Existing Registration Rights Agreement is hereby amended so that "five (5)" is deleted and replaced with "seven (7)." (e) Section 1.12(b)(ii)(F) of the Existing Registration Rights Agreement shall be amended: (F) if the Company has, within the 90-day period preceding the date of such request, already effected an underwritten registration statement. (f) Section 1.12(f)(i) and (ii) are hereby amended and restated in their entirety as follows: (i) All of the Registrable Securities of the Requesting Holder and each member (or who derived their ownership of Registrable Securities after the date hereof from such Holder) of the applicable group (as set forth in Section 1.12(a) (a "group")) to which such Holder belongs, shall first be included in such registration; provided, however, in the event the number of Registrable Securities requested to be included in such Registration by the Holders in such group exceeds the number of shares which may be included in such registration, such allocation shall be made among the Holders of such group pro rata based upon the number of Registrable Securities owned by each such Holder. For the purposes of 7-31 determining to which group Sprout belongs any Original Sprout Warrant received, or the Common Stock received upon the exercise thereof, shall, if applicable, be included in Independent Equity Group and any shares of Series B Preferred Stock, or Common Stock received upon the conversion thereof, shall be included, if applicable, with those of the Series B Preferred Holders; and (ii) in the event that the number of Registrable Securities includable in such registration exceeds the number of Registrable Securities includable therein pursuant to the foregoing clause (i) (such securities "Excess Shares"), then in such case, such Excess Shares shall be allocated to the Holders of Registrable Securities which are not members of the group to which the Requesting Holder belongs but which have requested inclusion in the registration (the "Non-Requesting Holders") on a pro rata basis (as nearly as practicable) based on the number of Registrable Securities held by each. In the event this clause (ii) is applicable, and for purposes of effecting the calculations provided for herein, the number of Registrable Securities owned by all of the Primary Stockholders as a group shall be deemed to be equal to the number of Registrable Securities owned by the Investors as a group (not counting for this purpose any Investor that is a member of the group to which the Requesting Holder belongs and any Common Stock issued, or issuable, upon conversion of the Series B Preferred owned by Sprout). As such, each Primary Stockholder who is a Non-Requesting Holder shall be deemed for the purposes of the computations in this paragraph to own a proportionately smaller number of shares. In addition, to the extent the Registrable Securities in respect of the 1996 Warrants result in an allocation of Excess Shares to the Independent Equity Group under this clause (ii) that is less than it would have been if there had been no issuance of 1996 Warrants (such deficiency is referred to herein as the "Deficiency"), the Primary Stockholders will be deemed, for purposes of this clause (ii), to have assigned to the Independent Equity Group a number of Excess Shares that would have otherwise been allocated to such Primary Stockholders equal to 50% of such Deficiency. 2.10 Amendment to Section 1.14 of the Existing Registration Rights Agreement Section 1.14 of the Existing Registration Rights Agreement is hereby amended so that the phrase "without the prior written consent of the Investors holding two-thirds of the Registrable Securities held by Investors," is replaced with the phrase "without the prior written consent of the Investors and Series B Preferred Holders collectively holding two-thirds of the 7-32 aggregate Registrable Securities held by the Investors and the Series B Preferred Holders." 2.11 Modification of Section 1.15 of the Existing Registration Rights Agreement Section 1.15 is hereby modified to delete the phrase "in the case of a nonunderwritten offering." 2.12 Addition of Section 1.19 to Existing Registration Rights Agreement The following paragraphs are hereby added to the Existing Registration Rights Agreement: 1.19 Shelf Registration. (a) (i) The Company shall file, not later than one hundred fifty (150) days after the date hereof, a "shelf" registration statement (the "Shelf Registration") covering the securities then constituting Registrable Securities (other than shares held by Holders who are permitted, as of June 10, 1996, to sell all their shares during a three (3)-month period under Rule 144 of the Act and the Registrable Securities of Holders who have decided not to participate in a registration under this Section 1.19) on any appropriate form, which shall state that the subject Registrable Securities are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Act. The Company shall use its reasonable best efforts to have the Shelf Registration declared effective as soon as practicable after its filing and to keep the Shelf Registration continuously effective and current for a period of three (3) years following the date hereof or, if earlier, until all Registrable Securities included therein have been sold or can be sold within three months under Rule 144 of the Act. If necessary, the Company shall cause to be filed, and shall use its reasonable best efforts to have declared effective as soon as practicable following filing, additional "shelf" registration statements or amendments as necessary to maintain such effectiveness for such period. It is understood, however, that the Shelf Registration may be required to be amended or suspended for reasonable periods of time from time to time due to a variety of matters, including corporate developments undertaken by the Company in good faith and for valid business reasons such as the acquisition of third parties or the divestiture of assets which developments may require notice to the holders pursuant to Section 1.19(vii). The Holders acknowledge that during these periods they may not 7-33 be entitled to sell under the registration statement filed pursuant to this Section 1.19. (ii) Within ten (10) days of the filing of a registration statement pursuant to this Section 1.19, the Company shall give written notice of such fact to all Holders (and shall deliver a copy of such registration statement to all Holders). Within ten (10) days of the receipt thereof, each Holder which desires its Registrable Securities to be included in such registration statement shall provide notice of such desire to the Company, and shall indicate the number of Registrable Securities it holds that it wishes to be included in such registration statement. (b) The Holders acknowledge that the procedures section in the subsequent subparagraph (c) of this Section 1.19 (the "Procedures") shall be applicable only to the shelf registration described in the foregoing Subsection (a) and that to the extent that any other provisions of this Agreement conflict with the Procedures by reason of the application of this Section 1.19, the Procedures shall govern such Shelf Registration. (c) The Company, in connection with its obligation under Section 1.19, shall: (i) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and current for the period specified in Section 1.19(a) and comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement in accordance with the Holders intended method of disposition set forth in such registration statement for such period. (ii) Make every reasonable effort to obtain the withdrawal of any order or other action suspending the effectiveness of any such registration statement or suspending the qualification or registration (or exemption therefrom) of the Registrable Securities for sale in any jurisdiction. (iii) As soon as practicable after public disclosure of any matters described in subsection (a) of this Section 1.19 and in accordance with the Company's obligations under the 1934 Act, the Act or the rules of the NASD or otherwise, or as soon as practicable after the happening of any other event that makes any statement made in such 7-34 registration statements or registration statements or in any related prospectus, prospectus supplement, amendment or document incorporated therein by reference untrue in any material respect or that requires the making of any changes in such registration statement or registration statements or in any such prospectus, supplement, amendment or other such document so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus in the light of the circumstances under which they were made) not misleading, prepare a supplement or post-effective amendment to such registration statement or to the related prospectus or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading. (iv) Furnish to each Holder of Registrable Securities covered by such registration statement such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder. (v) Promptly notify each Holder of Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered. (vi) Use its best efforts to (i) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions in the United States as any Holder of Registrable Securities covered by such registration statement shall reasonably request and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and to do any and all other acts and things that may be reasonably necessary or advisable to enable such Holder to 7-35 consummate the disposition of the Registrable Securities owned by such Holder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (vi), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction. (vii) Promptly notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Act, of the occurrence of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly make available to each such Holder any such supplement or amendment. (viii) Use its best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed, if any. (ix) The Company may require each Holder of Registrable Securities included in such registration statement to promptly furnish in writing to the Company such information regarding distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such. (d) The following provisions of the Existing Registration Rights Agreement shall be deemed deleted and inapplicable to a registration statement effected under this Section 1.19: Section 1.4(i), Section 1.4(k), Section 1.4(m) and Section 1.10. In addition, in such event, the words "such drafts" in Section 1.4 shall be deemed deleted in such event, with respect to any Shelf Registration. 2.13 Addition of Section 1.20 to the Existing Registration Rights Agreement 7-36 The following paragraph is hereby added as Section 1.20 of the Existing Registration Rights Agreement: The Company agrees not to utilize its rights under any of Sections 1.2(c) or 1.12(b)(ii)(C) based upon a registration and/or public sale or distribution of Registrable Securities effected under Section 1.12 or Section 1.19, in the case of Section 1.2, or Section 1.2 or Section 1.19 in the case of Section 1.12. 2.14 Amendment to Section 2.7 of the Existing Registration Rights Agreement Section 2.7 of the Existing Registration Rights Agreement is hereby amended so that the phrase "the Series B Preferred Holders" is added to the third sentence of Section 2.7 after each occurrence of the phrase "the Independent Equity Group Holders." 2.15 Addition of Schedule D to Existing Registration Rights Agreement Schedule D hereto is hereby added to the Existing Registration Rights Agreement as Schedule D. SECTION 3. MISCELLANEOUS 3.1 Series B Preferred Holders to Become Parties Each Series B Preferred Holder by executing this Amendment shall become a party to, and shall be obligated and bound by the provisions of, the Existing Registration Rights Agreement, as amended by this Amendment. 3.2 Governing Law. This Amendment shall be governed by and construed under the laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York. 3.3 Duplicate Originals. Two or more duplicate originals of this Amendment may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument. This Amendment may be executed in one or more counterparts and shall be effective when at least one counterpart shall have been executed by each party hereto, and each set of counterparts which, collectively, show execution by each party hereto shall constitute one duplicate original. 3.4 Effect of this Amendment. 7-37 Except as specifically provided in this Amendment, no terms or provisions of the Existing Registration Rights Agreement have been modified or changed by this Amendment and the terms and provisions of the Existing Registration Rights Agreement, as amended hereby, shall continue in full force and effect. This Amendment and the amendments contained herein shall have and be in effect on and after the date hereof upon the execution by the Company and the required number of each of the Investors, Stockholders, Bank Holders and Series B Preferred Holders. 3.5 Section Headings. The titles of the section hereof appear as a matter of convenience only, do not constitute a part of this Amendment and shall not affect the construction thereof. 7-38 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on their behalf by a duly authorized officer or agent thereof, as the case may be, as of the date first above written. THE CERPLEX GROUP, INC. By:____________________________ James T. Schraith, President Address: 1382 Bell Avenue Tustin, California 92680 STOCKHOLDERS: ____________________________ William A. Klein Address: 1382 Bell Avenue Tustin, California 92680 __________________________ Richard C. Davis Address: 1382 Bell Avenue Tustin, California 92680 __________________________ Myron Kunin Address: Regis Corporation 7201 Metro Boulevard Minneapolis, MN 55439 __________________________ Theodore J. Wisniewski Address: 1382 Bell Avenue Tustin, California 92680 [Signature Page to the FOURTH AMENDMENT TO REGISTRATION REIGHTS AGREEMENT among THE CERPLEX GROUP, INC. and the Investors, Stockholders, Banks and Series B Preferred Holders listed therein.] 7-39 INVESTORS: SPROUT GROWTH II, L.P. By: DLJ Capital Corporation, Managing General Partner By: ___________________________ Robert Finzi, Attorney-in-Fact DLJ CAPITAL CORPORATION By: ___________________________ Robert Finzi, Attorney-in-Fact CANAAN VENTURE LIMITED PARTNERSHIP By: Canaan Management Limited Partnership, General Partner By: Canaan Venture Partners L.P., General Partner By: ___________________________ General Partner CANAAN VENTURE OFFSHORE LIMITED PARTNERSHIP C.V. By: Canaan Management Limited Partnership, General Partner By: Canaan Venture Partners L.P., General Partner By: ___________________________ General Partner [Signature Page to the FOURTH AMENDMENT TO REGISTRATION REIGHTS AGREEMENT among THE CERPLEX GROUP, INC. and the Investors, Stockholders, Banks and Series B Preferred Holders listed therein.] 7-40 BESSEMER VENTURE PARTNERS III L.P. By: Deer III & Co., General Partner By: ____________________________ Robert H. Buescher, General Partner By: ____________________________ Robert H. Buescher, Attorney- in-Fact BANK HOLDERS: WELLS FARGO BANK, NATIONAL ASSOCIATION By: ____________________________ Name: Title: SUMITOMO BANK OF CALIFORNIA By: ____________________________ Name: Title: BHF -- BANK AKTIENGESELLSCHAFT By: ____________________________ Name: Title: COMERICA BANK -- CALIFORNIA By: ____________________________ Name: Title: [Signature Page to the FOURTH AMENDMENT TO REGISTRATION REIGHTS AGREEMENT among THE CERPLEX GROUP, INC. and the Investors, Stockholders, Banks and Series B Preferred Holders listed therein.] 7-41 WARRANT GROUP HOLDERS: THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: ____________________________ Name: Title: JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY By: ____________________________ Name: Title: NORTH ATLANTIC SMALLER COMPANIES TRUST PLC By: ____________________________ Name: Title: [Signature Page to the FOURTH AMENDMENT TO REGISTRATION REIGHTS AGREEMENT among THE CERPLEX GROUP, INC. and the Investors, Stockholders, Banks and Series B Preferred Holders listed therein.] 7-42 THE CERPLEX GROUP, INC. By: ____________________________ Title:___________________________ SPROUT GROWTH II, L.P. By: DLJ Capital Corporation Its: General Managing Partner By: ____________________________ Robert Finzi, Attorney- in-Fact DLJ CAPITAL CORPORATION By: ____________________________ Robert Finzi, Attorney-in-Fact SCORPION OFFSHORE INVESTMENT FUND By: ____________________________ Title:___________________________ THE & TRUST By: ____________________________ Title:___________________________ [Signature Page to the FOURTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT among THE CERPLEX GROUP, INC. and the Investors and Stockholders listed therein.] 7-43 CHESTNUT PACIFIC LTD. PARTNERS By: ____________________________ Title:___________________________ STANDARD GLOBAL EQUITY PARTNERS L.P. By: ____________________________ Title:___________________________ STANDARD PACIFIC CAPITAL OFFSHORE FUND LTD. By: ____________________________ Title:___________________________ COMMON FUND EQUITY FUND By: ____________________________ Title:___________________________ _________________________________ MALCOLM FAIRBAIRN _________________________________ EMILY FAIRBAIRN _________________________________ WILLIAM MARTIN _________________________________ NITIN T. MEHTA [Signature Page to the FOURTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT among THE CERPLEX GROUP, INC. and the Investors and Stockholders listed therein.] 7-44 PLEIADES INVESTMENT PARTNERS PEAK INVESTMENTS LIMITED PARTNERSHIP By: _________________________ By: ____________________________ Title:_______________________ Title:___________________________ WHITMAN CAPITAL, INC. By: ____________________________ Title:___________________________ [Signature Page to the FOURTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT among THE CERPLEX GROUP, INC. and the Investors and Stockholders listed therein.] 7-45 PEAK INVESTMENTS LIMITED PARTNERSHIP By: ____________________________ Title:___________________________ WHITMAN PARTNERS, L.P. By: ____________________________ Title:___________________________ MAHUMA N.V. By: ____________________________ Title:___________________________ [Signature Page to the FOURTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT among THE CERPLEX GROUP, INC. and the Investors and Stockholders listed therein.] 7-46 EX-99.8 7 JOINT FILING AGREEMENT EXHIBIT 8 Joint Filing Agreement In accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share, of The Cerplex Group, Inc. and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Rule 13d-1(f)(1)(ii) under the Act, no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. Date: August 6, 1996 Sprout Growth II, L.P. By: DLJ Capital Corporation its: Managing General Partner By: /s/ Thomas E. Siegler ______________________________ Thomas E. Siegler Secretary and Treasurer DLJ Capital Corporation By: /s/ Thomas E. Siegler ______________________________ Thomas E. Siegler Secretary and Treasurer 8-1 Donaldson, Lufkin & Jenrette Securities Corporation By: /s/ Thomas E. Siegler ____________________________ Thomas E. Siegler Senior Vice President Donaldson, Lufkin & Jenrette, Inc. By: /s/ Thomas E. Siegler ____________________________ Thomas E. Siegler Senior Vice President The Equitable Companies Incorporated By: /s/ Alvin H. Fenichel ____________________________ Alvin H. Fenichel Senior Vice President and Controller AXA Finaxa AXA Assurances I.A.R.D. Mutuelle AXA Assurances Vie Mutuelle Uni Europe Assurance Mutuelle Alpha Assurances Vie Mutuelle Alpha Assurances I.A.R.D. Mutuelle Claude Bebear, as AXA Voting Trustee Patrice Garnier, as AXA Voting Trustee Henri de Clermont-Tonnerre, as AXA Voting Trustee Signed on behalf of each of the above By: /s/ Richard V. Silver ___________________________ Richard V. Silver Attorney-in-fact 8-2 EX-99.9 8 POWERS OF ATTORNEY EXHIBIT 9 Power of Attorney AXA, a societe anonyme organized under the laws of the Republic of France (the "Corporation"), hereby constitutes and appoints each of Richard V. Silver, Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky, acting singly, as the true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the Corporation and in the name, place and stead of the Corporation, in any and all capacities, to execute for and on behalf of the Corporation, all Schedules 13D and Schedules 13G as required by the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually, each a "Filing"); provided, however, that unless specifically instructed in writing by the Corporation, this Power of Attorney does not authorize any of the above-listed attorneys-in-fact and agents of the Corporation (or any person substituted or resubstituted therefor) to execute or file for or on behalf of the Corporation any Filing with respect to (i) the Common Stock, par value $.01 per share, of The Equitable Companies Incorporated, a Delaware corporation, or (ii) the Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests in Alliance Capital Management L.P., a Delaware limited partnership. The Corporation hereby grants to such attorneys-in-fact and agents of the Corporation full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the Corporation might or could, and hereby ratifies and confirms all that said attorneys-in-fact and agents of the Corporation or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact and agents of the Corporation, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 13(d) of the Securities Exchange Act of 1934. The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of Attorney has been received by the said attorneys-in-fact and agents of the Corporation. 9-1 IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power of Attorney this 26 day of June, 1996. AXA By: /s/ Claude Bebear _______________________ Name: Claude Bebear Title: Chairman and Chief Executive Officer 9-2 EXHIBIT 9 Power of Attorney Finaxa, a societe anonyme organized under the laws of the Repulic of France (the "Corporation"), hereby constitutes and appoints each of Richard V. Silver, Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky, acting singly, as the true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the Corporation and in the name, place and stead of the Corporation, in any and all capacities, to execute for and on behalf of the Corporation, all Schedules 13D and Schedules 13G as required by the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually, each a "Filing"); provided, however, that unless specifically instructed in writing by the Corporation, this Power of Attorney does not authorize any of the above-listed attorneys-in-fact and agents of the Corporation (or any person substituted or resubstituted therefor) to execute or file for or on behalf of the Corporation any Filing with respect to (i) the Common Stock, par value $.01 per share, of The Equitable Companies Incorporated, a Delaware corporation, or (ii) the Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests in Alliance Capital Management L.P., a Delaware limited partnership. The Corporation hereby grants to such attorneys-in-fact and agents of the Corporation full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the Corporation might or could, and hereby ratifies and confirms all that said attorneys-in-fact and agents of the Corporation or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact and agents of the Corporation, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 13(d) of the Securities Exchange Act of 1934. The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of Attorney has been received by the said attorneys-in-fact and agents of the Corporation. 9-3 IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power of Attorney this 26 day of June, 1996. FINAXA By: /s/ Claude Bebear _________________________ Name: Claude Bebear Title: Chairman and Chief Executive Officer 9-4 EXHIBIT 9 Power of Attorney AXA Assurances I.A.R.D. Mutuelle, a mutual insurance company organized under the laws of the Republic of France (the "Corporation"), hereby constitutes and appoints each of Richard V. Silver, Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky, acting singly, as the true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the Corporation and in the name, place and stead of the Corporation, in any and all capacities, to execute for and on behalf of the Corporation, all Schedules 13D and Schedules 13G as required by the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually, each a "Filing"); provided, however, that unless specifically instructed in writing by the Corporation, this Power of Attorney does not authorize any of the above-listed attorneys-in-fact and agents of the Corporation (or any person substituted or resubstituted therefor) to execute or file for or on behalf of the Corporation any Filing with respect to (i) the Common Stock, par value $.01 per share, of The Equitable Companies Incorporated, a Delaware corporation, or (ii) the Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests in Alliance Capital Management L.P., a Delaware limited partnership. The Corporation hereby grants to such attorneys-in-fact and agents of the Corporation full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the Corporation might or could, and hereby ratifies and confirms all that said attorneys-in-fact and agents of the Corporation or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact and agents of the Corporation, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 13(d) of the Securities Exchange Act of 1934. The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of Attorney has been received by the said attorneys-in-fact and agents of the Corporation. 9-5 IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power of Attorney this 26 day of June, 1996. AXA ASSURANCES I.A.R.D. MUTUELLE By: /s/ Claude Tendil _______________________ Name: Claude Tendil Title: Chief Executive Officer 9-6 EXHIBIT 9 Power of Attorney AXA Assurances Vie Mutuelle, a mutual insurance company organized under the laws of the Republic of France (the "Corporation"), hereby constitutes and appoints each of Richard V. Silver, Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky, acting singly, as the true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the Corporation and in the name, place and stead of the Corporation, in any and all capacities, to execute for and on behalf of the Corporation, all Schedules 13D and Schedules 13G as required by the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually, each a "Filing"); provided, however, that unless specifically instructed in writing by the Corporation, this Power of Attorney does not authorize any of the above-listed attorneys-in-fact and agents of the Corporation (or any person substituted or resubstituted therefor) to execute or file for or on behalf of the Corporation any Filing with respect to (i) the Common Stock, par value $.01 per share, of The Equitable Companies Incorporated, a Delaware corporation, or (ii) the Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests in Alliance Capital Management L.P., a Delaware limited partnership. The Corporation hereby grants to such attorneys-in-fact and agents of the Corporation full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the Corporation might or could, and hereby ratifies and confirms all that said attorneys-in-fact and agents of the Corporation or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact and agents of the Corporation, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 13(d) of the Securities Exchange Act of 1934. The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of Attorney has been received by the said attorneys-in-fact and agents of the Corporation. 9-7 IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power of Attorney this 26 day of June, 1996. AXA ASSURANCES VIE MUTUELLE By: /s/ Claude Tendil _______________________ Name: Claude Tendil Title: Chief Executive Officer 9-8 EXHIBIT 9 Power of Attorney Uni Europe Assurance Mutuelle, a mutual insurance company organized under the laws of the Republic of France (the "Corporation"), hereby constitutes and appoints each of Richard V. Silver, Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky, acting singly, as the true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the Corporation and in the name, place and stead of the Corporation, in any and all capacities, to execute for and on behalf of the Corporation, all Schedules 13D and Schedules 13G as required by the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually, each a "Filing"); provided, however, that unless specifically instructed in writing by the Corporation, this Power of Attorney does not authorize any of the above-listed attorneys-in-fact and agents of the Corporation (or any person substituted or resubstituted therefor) to execute or file for or on behalf of the Corporation any Filing with respect to (i) the Common Stock, par value $.01 per share, of The Equitable Companies Incorporated, a Delaware corporation, or (ii) the Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests in Alliance Capital Management L.P., a Delaware limited partnership. The Corporation hereby grants to such attorneys-in-fact and agents of the Corporation full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the Corporation might or could, and hereby ratifies and confirms all that said attorneys-in-fact and agents of the Corporation or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact and agents of the Corporation, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 13(d) of the Securities Exchange Act of 1934. The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of Attorney has been received by the said attorneys-in-fact and agents of the Corporation. 9-9 IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power of Attorney this 26 day of June, 1996. UNI EUROPOE ASSURANCE MUTUELLE By: /s/ Claude Tendil _______________________ Name: Claude Tendil Title: Chief Executive Officer 9-10 EXHIBIT 9 Power of Attorney Alpha Assurances I.A.R.D. Mutuelle, a mutual insurance company organized under the laws of the Republic of France (the "Corporation"), hereby constitutes and appoints each of Richard V. Silver, Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky, acting singly, as the true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the Corporation and in the name, place and stead of the Corporation, in any and all capacities, to execute for and on behalf of the Corporation, all Schedules 13D and Schedules 13G as required by the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually, each a "Filing"); provided, however, that unless specifically instructed in writing by the Corporation, this Power of Attorney does not authorize any of the above-listed attorneys-in-fact and agents of the Corporation (or any person substituted or resubstituted therefor) to execute or file for or on behalf of the Corporation any Filing with respect to (i) the Common Stock, par value $.01 per share, of The Equitable Companies Incorporated, a Delaware corporation, or (ii) the Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests in Alliance Capital Management L.P., a Delaware limited partnership. The Corporation hereby grants to such attorneys-in-fact and agents of the Corporation full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the Corporation might or could, and hereby ratifies and confirms all that said attorneys-in-fact and agents of the Corporation or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact and agents of the Corporation, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 13(d) of the Securities Exchange Act of 1934. The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of Attorney has been received by the said attorneys-in-fact and agents of the Corporation. 9-11 IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power of Attorney this 26 day of June, 1996. ALPHA ASSURANCES I.A.R.D. MUTUELLE By: /s/ Claude Tendil _____________________________ Name: Claude Tendil Title: Chief Executive Officer 9-12 EXHIBIT 9 Power of Attorney Alpha Assurances Vie Mutuelle, a mutual insurance company organized under the laws of the Republic of France (the "Corporation"), hereby constitutes and appoints each of Richard V. Silver, Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky, acting singly, as the true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the Corporation and in the name, place and stead of the Corporation, in any and all capacities, to execute for and on behalf of the Corporation, all Schedules 13D and Schedules 13G as required by the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually, each a "Filing"); provided, however, that unless specifically instructed in writing by the Corporation, this Power of Attorney does not authorize any of the above-listed attorneys-in-fact and agents of the Corporation (or any person substituted or resubstituted therefor) to execute or file for or on behalf of the Corporation any Filing with respect to (i) the Common Stock, par value $.01 per share, of The Equitable Companies Incorporated, a Delaware corporation, or (ii) the Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests in Alliance Capital Management L.P., a Delaware limited partnership. The Corporation hereby grants to such attorneys-in-fact and agents of the Corporation full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the Corporation might or could, and hereby ratifies and confirms all that said attorneys-in-fact and agents of the Corporation or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact and agents of the Corporation, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 13(d) of the Securities Exchange Act of 1934. The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of Attorney has been received by the said attorneys-in-fact and agents of the Corporation. 9-13 IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power of Attorney this 26 day of June, 1996. ALPHA ASSURANCES VIE MUTUELLE By: /s/ Claude Tendil _____________________________ Name: Claude Tendil Title: Chief Executive Officer 9-14 EXHIBIT 9 Power of Attorney Claude Bebear, as a Voting Trustee (the "Trustee"), pursuant to a Voting Trust Agreement dated as of May 12, 1992, by and among AXA, a societe anonyme organized under the laws of Republic of France, and the Voting Trustees identified therein, hereby constitutes and appoints each of Richard V. Silver, Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky, acting singly, as the true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the Trustee and in the name, place and stead of the Trustee, in any and all capacities, to execute for and on behalf of the Trustee, all Schedules 13D and Schedules 13G as required by the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually, each a "Filing"); provided, however, that unless specifically instructed in writing by the Trustee, this Power of Attorney does not authorize any of the above-listed attorneys-in-fact and agents of the Trustee (or any person substituted or resubstituted therefor) to execute or file for or on behalf of the Trustee any Filing with respect to (i) the Common Stock, par value $.01 per share, of The Equitable Companies Incorporated, a Delaware corporation, or (ii) the Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests in Alliance Capital Management L.P., a Delaware limited partnership. The Trustee hereby grants to such attorneys-in-fact and agents of the Trustee full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the Trustee might or could, and hereby ratifies and confirms all that said attorneys-in-fact and agents of the Trustee or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact and agents of the Trustee, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 13(d) of the Securities Exchange Act of 1934. The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of Attorney has been received by the said attorneys-in-fact and agents of the Trustee. 9-15 IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power of Attorney this 26 day of June, 1996. By: /s/ Claude Bebear ______________________________ Name: Claude Bebear Title: Voting Trustee 9-16 EXHIBIT 9 Power of Attorney Patrice Garnier, as a Voting Trustee (the "Trustee"), pursuant to a Voting Trust Agreement dated as of May 12, 1992, by and among AXA, a societe anonyme organized under the laws of Republic of France, and the Voting Trustees identified therein, hereby constitutes and appoints each of Richard V. Silver, Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky, acting singly, as the true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the Trustee and in the name, place and stead of the Trustee, in any and all capacities, to execute for and on behalf of the Trustee, all Schedules 13D and Schedules 13G as required by the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually, each a "Filing"); provided, however, that unless specifically instructed in writing by the Trustee, this Power of Attorney does not authorize any of the above-listed attorneys-in-fact and agents of the Trustee (or any person substituted or resubstituted therefor) to execute or file for or on behalf of the Trustee any Filing with respect to (i) the Common Stock, par value $.01 per share, of The Equitable Companies Incorporated, a Delaware corporation, or (ii) the Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests in Alliance Capital Management L.P., a Delaware limited partnership. The Trustee hereby grants to such attorneys-in-fact and agents of the Trustee full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the Trustee might or could, and hereby ratifies and confirms all that said attorneys-in-fact and agents of the Trustee or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact and agents of the Trustee, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 13(d) of the Securities Exchange Act of 1934. The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of Attorney has been received by the said attorneys-in-fact and agents of the Trustee. 9-17 IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power of Attorney this 26 day of June, 1996. By: /s/ Patrice Garnier _____________________________ Name: Patrice Garnier Title: Voting Trustee 9-18 EXHIBIT 9 Power of Attorney Henri de Clermont-Tonnerre, as a Voting Trustee (the "Trustee"), pursuant to a Voting Trust Agreement dated as of May 12, 1992, by and among AXA, a societe anonyme organized under the laws of Republic of France, and the Voting Trustees identified therein, hereby constitutes and appoints each of Richard V. Silver, Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky, acting singly, as the true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the Trustee and in the name, place and stead of the Trustee, in any and all capacities, to execute for and on behalf of the Trustee, all Schedules 13D and Schedules 13G as required by the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually, each a "Filing"); provided, however, that unless specifically instructed in writing by the Trustee, this Power of Attorney does not authorize any of the above-listed attorneys-in-fact and agents of the Trustee (or any person substituted or resubstituted therefor) to execute or file for or on behalf of the Trustee any Filing with respect to (i) the Common Stock, par value $.01 per share, of The Equitable Companies Incorporated, a Delaware corporation, or (ii) the Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests in Alliance Capital Management L.P., a Delaware limited partnership. The Trustee hereby grants to such attorneys-in-fact and agents of the Trustee full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the Trustee might or could, and hereby ratifies and confirms all that said attorneys-in-fact and agents of the Trustee or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact and agents of the Trustee, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 13(d) of the Securities Exchange Act of 1934. The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of Attorney has been received by the said attorneys-in-fact and agents of the Trustee. 9-19 IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power of Attorney this 26 day of June, 1996. By: /s/ Henri de Clermont-Tonnere _____________________________ Name: Henri de Clermont-Tonnerre Title: Voting Trustee 9-20 -----END PRIVACY-ENHANCED MESSAGE-----