-----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, I/vs506XO8UO/FRWEqdO254FJ8P6bo75qU0IZ0z8nI7whJvHMP4EReONHE/lswP4 fqMlej9OgccmDfkOeeQW6w== 0000892569-96-001015.txt : 19960618 0000892569-96-001015.hdr.sgml : 19960618 ACCESSION NUMBER: 0000892569-96-001015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960611 ITEM INFORMATION: Other events FILED AS OF DATE: 19960617 SROS: NONE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23602 FILM NUMBER: 96581928 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 8-K 1 FORM 8-K DATED JUNE 11, 1996 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 1996 THE CERPLEX GROUP, INC. -------------------------------------------------- (Exact name of registrant as specified in charter) DELAWARE 0-23602 33-0411354 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1382 BELL AVENUE, TUSTIN, CALIFORNIA 92680 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (714) 258-5600 - -------------------------------------------------------------------------------- (Registrant's telephone number including area code) NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 2 ITEM 5. OTHER EVENTS. On June 11, 1996 The Cerplex Group, Inc., a Delaware corporation (the "Company"), completed an $8 million private placement of Series B Preferred Stock, bringing the Company back into compliance with the NASD's requirements for continued listing on the Nasdaq National Market. Due to losses in 1995, the Company's net tangible assets had fallen below the NASD's $1 million minimum requirement. The Company had been operating under limited waivers from the NASD. As a result of the sale of Series B Preferred Stock, the April 15, 1996 issuance of warrants to purchase 1,125,000 shares of the Company's Common Stock to the Company's senior and subordinated debt lenders, and the April 1, 1996 sale of the Company's contract manufacturing division, the Company's net tangible assets as computed by the NASD and on a pro forma basis assuming each of such transactions occurred on or prior to March 31, 1996, would have been approximately $3.5 million (or $2.5 million above the minimum requirement as of March 31, 1996). At the request of the NASD, the Company is publicly disclosing a pro forma balance sheet as of March 31, 1996 which gives effect to the foregoing transactions. The pro forma financials do not reflect any of the Company's operations subsequent to March 31, 1996. In addition, while the Company does not believe there will be material changes to the accounting for each of the transactions referenced above, the assumptions used in calculating the pro forma balance sheet are still preliminary and the Company's actual accounting for such transactions may differ from those set forth in the pro forma financials. Attached is the unaudited pro forma balance sheet as of March 31, 1996 as referenced above. 2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: June 17, 1996 THE CERPLEX GROUP, INC. By: /s/ BRUCE D. NYE -------------------------------- Bruce D. Nye Chief Financial Officer 3 4 THE CERPLEX GROUP, INC. PRO FORMA CONSOLIDATED BALANCE SHEET MARCH 31, 1996 (IN THOUSANDS, EXCEPT PER SHARE DATA)
Historical Adjustments Total ---------- ----------- ----------- ASSETS Current assets: Cash and cash equivalents $ 5,422 $ 6,000(a) $ 11,872 450(b) Accounts receivable, net 27,472 27,472 Inventories 28,387 28,387 Net assets of discontinued operations 2,920 2,920 Prepaid expenses and other 2,623 2,623 --------- --------- --------- Total current assets 66,824 6,450 73,274 Property, plant and equipment, net 17,441 17,441 Investment in joint venture 8,005 8,005 Goodwill 6,361 6,361 Other long-term assets 2,793 2,793 --------- --------- --------- Total assets $ 101,424 $ 6,450 $ 107,874 ========= ========= ========= LIABILITIES & STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 20,898 $ 20,898 Accrued liabilities 11,158 11,158 Short-term borrowings 47,700 $ (2,000)(a) 45,367 (333)(c) Current portion of long-term debt 253 253 Income taxes payable 2,349 2,349 --------- --------- --------- Total current liabilities 82,358 (2,333) 80,025 --------- --------- --------- Long-term debt, less current portion 20,567 (2,667)(c) 17,900 Stockholders' Equity: Convertible preferred stock, par value $0.001; 5,000,000 shares authorized, none outstanding 2(a) 2 Common stock, par value $0.001; 30,000,000 shares authorized; 13,279,610 and 13,127,680 issued and outstanding in 1996 and 1995, respectively 13 13 Additional paid-in capital 47,546 7,998(a) 58,544 3,000(c) Notes receivable from stockholders (229) (229) Unearned compensation (125) (125) Accumulated deficit (48,599) 450(b) (48,149) Cumulative translation adjustment (107) (107) --------- --------- --------- Total stockholders' equity (1,501) 11,450 9,949 --------- --------- --------- Total liabilities and stockholders' equity $ 101,424 $ 6,450 $ 107,874 ========= ========= =========
5 THE CERPLEX GROUP, INC. Notes to Pro Forma Consolidated Balance Sheet The pro forma balance sheet has been prepared to reflect the following transactions: (a) The issuance of $8 million of convertible Preferred Stock on June 11, 1996. Twenty-five percent (25%) of the proceeds are required to pay down bank debt, the balance has been reflected as an increase in cash. (b) The sale of the Company's contract manufacturing division effective April 1, 1996 resulted in a net gain of $450,000 which has been reflected as cash and increased equity. (c) When the Company signed an amendment to the credit agreements on April 15, 1996, warrants were issued to the lenders to purchase 1,125,000 shares of Common Stock. The value of the warrants has been reflected as a reduction of bank debt by $333,000 and a reduction of subordinated debt by $2,667,000 and an increase in paid-in capital by $3,000,000. -----END PRIVACY-ENHANCED MESSAGE-----