-----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, Gc2GMQTWZAxchWuAscxD7TXIDoT2G5Gh5Rmed4OUKWAMv67Bnf2h6TiVKkM3aGoh JrCDiiKH6cTrsz+M5/fZhw== 0000892569-97-001001.txt : 19970415 0000892569-97-001001.hdr.sgml : 19970415 ACCESSION NUMBER: 0000892569-97-001001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970414 SROS: NASD GROUP MEMBERS: CAROLYN KLEIN GROUP MEMBERS: KLEIN 1994 CHARITABLE REMAINDER UNITRUST GROUP MEMBERS: KLEIN INVESTMENTS FAMILY LIMITED PARTNERSHIP GROUP MEMBERS: KLEIN WILLIAM A GROUP MEMBERS: WILLIAM A. KLEIN 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-43505 FILM NUMBER: 97579905 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: KLEIN WILLIAM A CENTRAL INDEX KEY: 0001037532 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1382 BELL AVENUE CITY: TUSTIN STATE: CA ZIP: 92780 BUSINESS PHONE: 7142585601 MAIL ADDRESS: STREET 1: 1382 BELL AVENUE CITY: TUSTIN STATE: CA ZIP: 91780 SC 13D 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 THE CERPLEX GROUP, INC. (Name of Issuer) COMMON STOCK $.001 PAR VALUE (Title of Class of Securities) 156913204 (CUSIP Number) William A. Klein c/o The Cerplex Group, Inc. 1382 Bell Avenue Tustin, California 92680 Tel. No.: (714) 258-5600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 4, 1997 (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: [ ] - --------------- The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Exhibit Index at Page 12 Page 1 of 13 2 SCHEDULE 13D ================================================================================ CUSIP No. 156913 20 4 Page 2 of 13 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William A. Klein - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 8,654,281 shares SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 8,654,281 shares ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,654,281 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.5% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 13 3 SCHEDULE 13D ================================================================================ CUSIP No. 156913 20 4 Page 3 of 13 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Carolyn Klein - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 8,654,281 shares SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 8,654,281 shares ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,654,281 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.5% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 13 4 SCHEDULE 13D ================================================================================ CUSIP No. 156913 20 4 Page 4 of 13 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Klein Investments Family Limited Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 2,442,599 shares SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 2,442,599 shares ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,442,599 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 13 5 SCHEDULE 13D ================================================================================ CUSIP No. 156913 20 4 Page 5 of 13 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Klein 1994 Charitable Remainder Unitrust - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,271,299 shares SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,271,299 shares ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,271,299 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 13 6 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 shares of Common Stock issued or issuable upon conversion of Series B Preferred Stock (the "Series B Stock"), which are 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, these shares of Common Stock have been treated, for the purposes of this filing, as Common Stock beneficially owned by 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 6 of 13 7 Item 2. Identity and Background. This Schedule 13D is being filed jointly on behalf of the following persons (collectively, the "Reporting Persons"): (1) William A. Klein, a natural person, (2) Carolyn Klein, a natural person (hereinafter collectively called "Klein"), (3) William A. Klein and Carolyn Klein as General Partners of the Klein Investments Family Limited Partnership, a California limited partnership ("Klein Partnership"); and (4) William A. Klein and Carolyn Klein, as Trustees of the Klein 1994 Charitable Remainder Unitrust, a California trust ("Klein Trust"). This Schedule 13D is filed on behalf of the Klein Trust, the Klein Partnership and the Klein Foundation, a California trust ("Klein Foundation") to the extent that such filings may be required. William A. Klein is a natural person and a citizen of the United States. Klein's business address is 1382 Bell Avenue, Tustin, CA 92680. Mr. Klein's principal occupation or employment is as the Chairman of the Board of Directors of the Company. The principal business of the Company is providing computer programming, data processing and similar services. The principal business address of the Company is 1382 Bell Avenue, Tustin, California 92680. Carolyn Klein is a natural person and a citizen of the United States. Klein's business address is c/o William A. Klein, 1382 Bell Avenue, Tustin, CA 92680. Mrs. Klein's principal occupation is as an attorney, presently in an inactive status. The Klein Partnership is a California limited partnership formed to make investments. Klein is the general partner of the Klein Partnership and makes all of the investment and voting decisions on the part of Klein Partnership. The address of the principal business and principal office of Klein Partnership is c/o William A. Klein, 1382 Bell Avenue, Tustin, California 92680. The Klein Trust is a California trust formed for purposes of estate planning for Klein and for charitable purposes. Klein is a trustee of the Klein Trust and exercises all voting rights and dispositive powers with respect to the shares of stock beneficially owned by Klein Trust. The address of the principal business and principal office of Klein Trust is c/o William A. Klein, 1382 Bell Avenue, Tustin, California 92680. The Klein Foundation is a California trust formed for purposes of charitable giving. Klein, as trustees of the Klein Foundation, each exercises all voting rights and dispositive powers with respect to the shares of stock beneficially owned by Klein Trust. The address of the principal business and principal office of Klein Foundation is c/o William A. Klein, 1382 Bell Avenue, Tustin, California 92680. During the past five (5) years none of the Reporting Persons 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 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. Page 7 of 13 8 Item 3. Source and Amount of Funds or Other Consideration. On April 4, 1997, the Klein Trust and the Klein Partnership consummated a private purchase of an aggregate of 750 shares of outstanding Series B Preferred Stock (the "Series B Stock"). The Series B Stock was converted into Common Stock upon the consummation of the purchase described above. The Series B Preferred Stock was convertible on the terms of 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"). The Series B Stock was sold by the purchasers at a purchase price of $1000.00 per share. With personal funds, Klein Trust purchased 250 shares of the Series B Stock from Whitman Partners, LP, and Klein Partnership purchased 427 shares from Scorpion Offshore Investment Fund, 32 shares from Common Fund Equity Fund, 25 shares from Chestnut Pacific Ltd. Partners, and 16 shares from The & Trust. Each such share of the Series B Stock was converted into shares of Common Stock as follows: the Klein Trust, which prior to the transaction already held 50,000 shares was issued an additional 1,221,299 shares of Common Stock and the Klein Partnership was issued an 2,442,599 shares of Common Stock. The conversion price ($0.2047) was determined at 80% of a ten-day average closing bid price for the Common Stock on the over-the-counter market for the period ended 3 days prior to the conversion of the Series B Preferred Stock. Attached hereto as Exhibit 99.1 is the Agreement for Purchase and Sale of Stock dated as of April 1, 1997, between The Klein Trust and Whitman Partners, LP. Attached hereto as Exhibit 99.2 is the Agreement for Purchase and Sale of Stock dated as of April 1, 1997, between The Klein Partnership and Scorpion Offshore Investment Fund. The Klein Partnership also entered into agreements of substantially identical tenor (except the number of shares) with, respectively, The Common Fund Equity Fund, Chestnut Pacific Ltd. Partners, and The & Trust. The amounts purchased from each such fund are set forth in Item 3. Page 8 of 13 9 Item 4. Purpose of Transaction. The Klein Partnership and Klein Trust acquired 750 shares of Series B Preferred Stock and converted all of it into shares of Common Stock. The Series B Preferred Stock purchased by each of them and the Common Stock received upon conversion of the Series B Preferred Stock were purchased by them solely for investment purposes. Depending on market and other conditions, each of them, in the ordinary course of its investment activities, may acquire additional shares of Common Stock for investment purposes, as applicable, if such shares become available at prices that are attractive to either, or may dispose of all or a portion of the shares of Common Stock that they currently own or hereafter acquire. In addition, any of the other Reporting Persons may acquire shares of Common Stock for investment purposes. Any of the Reporting Persons may from time to time consider and act upon plans or proposals which relate to or result in the actions described in the instructions to Item 4 of Schedule 13D. In connection with the purchase, the sellers assigned to each respective purchaser the registration rights provisions contained in the Registration Rights Agreement dated as of November 13, 1993, among the Company and the purchasers of the Series B Stock, as amended (the "Registration Rights Agreement"). As indicated above, 750 shares of Series B Stock were converted into Common Stock, and purchase of the Series B Stock included the rights to register shares of Common Stock issuable upon conversion. The Registration Rights Agreement and Amendments are incorporated herein by reference as Exhibit 99.5. Item 5. Interest in the Securities of the Issuer. Mr. Klein may be deemed to be the beneficial owner of the 4,760,383 shares of Common Stock owned directly by William A. Klein, as well as the 180,000 shares of Common Stock owned by the Klein Foundation, the 1,271,299 shares of Common Stock held by the Klein Trust, and the 2,442,599 shares of Common Stock held by the Klein Partnership. Mr. Klein disclaims beneficial ownership as to the shares held by the Klein Foundation or the Klein Trust (except to the extent of his pecuniary interest as a beneficiary or the Klein Trust). William A. Klein has the sole power to vote and the sole power to dispose of the shares of Common Stock owned directly by him. Mrs. Klein may be deemed to be the beneficial owner of the 4,760,383 shares of Common Stock owned directly by William A. Klein, as well as the 180,000 shares of Common Stock owned by the Klein Foundation, the 1,271,299 shares of Common Stock held by the Klein Trust, and the 2,442,599 shares of Common Stock held by the Klein Partnership. Mrs. Klein disclaims beneficial ownership as to the shares held by the Klein Foundation or the Klein Trust (except to the extent of her pecuniary interest as a beneficiary or the Klein Trust). Page 9 of 13 10 The Klein Trust may be deemed to be the beneficial owner of the 1,271,299 shares of Common Stock owned directly by it, or any of the 7,382,982 other shares of Common Stock beneficially owned by Klein and/or the other entities, as described above. The 1,271,299 shares owned by the Klein Trust and the 7,382,982 shares owned by Mr. Klein and the other entities with which he is affiliated represent approximately 6.2% and 36.3% of the Company's outstanding Common Stock, respectively, or 42.5% in the aggregate. As trustee of the Klein Trust, William A. Klein has the sole power to vote and the sole power to dispose of the shares of Common Stock owned directly by it. The Klein Foundation may be deemed to be the beneficial owner of the 180,000 shares of Common Stock owned directly by it, or any of the 8,474,281 other shares of Common Stock beneficially owned by Klein and/or the other entities, as described above. The 180,000 shares owned by the Klein Foundation and the 8,474,281 shares owned by Mr. Klein and the other entities with which he is affiliated represent approximately 0.9% and 41.6% of the Company's outstanding Common Stock, respectively, or 42.5% in the aggregate. As trustee of the Klein Foundation, Klein has the sole power to vote and the sole power to dispose of the shares of Common Stock owned directly by it. The Klein Partnership may be deemed to be the beneficial owner of the 2,442,599 shares of Common Stock owned directly by it, or any of the 6,211,682 other shares of Common Stock beneficially owned by Klein and/or the other entities, as described above. The 2,442,599 shares owned by the Klein Partnership and the 6,211,682 shares owned by Mr. Klein and the other entities with which he is affiliated represent approximately 12.0% and 30.5% of the Company's outstanding Common Stock, respectively, or 42.5% in the aggregate. As general partner of the Klein Partnership, Klein has the sole power to vote and the sole power to dispose of the shares of Common Stock owned directly by it. The Reporting Persons, in the aggregate, may be deemed to beneficially own 8,654,281 shares of Common Stock or approximately 42.5% of the outstanding Common Stock. The percentage of outstanding shares of Common Stock reported as beneficially owned by each Reporting Person herein on the date hereof is based upon the 16,696,905 shares of Common Stock outstanding as of March 25, 1997, based upon information furnished on behalf of the Company, plus the 3,663,898 newly issued shares of Common Stock acquired by the Klein Trust and the Klein Partnership as described above. Page 10 of 13 11 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 February 10, 1997 by the Reporting Persons, or any other person controlling the Reporting Persons. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Klein Partnership and the Klein Trust are parties, respectively, to Agreements for Purchase and Sale of Stock attached hereto as Exhibits 99.1 and 99.2, and described elsewhere herein. The agreements include provisions granting the purchasers certain first refusal rights to acquire additional shares from the sellers in the event that such sellers intend to sell additional shares of Series B Stock during a specified time period. The purchasers of the Series B Stock (including successors and assigns) agreed to certain restrictions with respect to the transfer of their shares and were granted registration rights pursuant to certain provisions in the Registration Rights Agreement. The registration Rights Agreement as amended is incorporated herein by reference as Exhibit 99.5. The Company originally issued its Series B Preferred Stock pursuant to the Stock Purchase Agreement dated June 10, 1996 incorporated by reference herein as Exhibit 99.3. The terms of the Series B Preferred Stock are provided in the Certificate of Designation of Series B Preferred Stock incorporated by reference herein as Exhibit 99.4. 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 11 of 13 12 Item 7. Material to be filed as Exhibits. Exhibit 99.1: Agreement for Purchase and Sale of Stock dated April dated April 1, 1997 between William A. Klein, Trustee of the Klein 1994 Charitable Remainder Unitrust and Whitman Partners, LP regarding 250 shares of Series B Preferred Stock.) Exhibit 99.2: Agreement for Purchase and Sale of Stock dated April 1, 1997 between Klein Investments Family Limited Partnership and Scorpion Offshore Investment Fund regarding 427 shares of Series B Preferred Stock. (Agreements in substantially identical form with other sellers are omitted, under which Klein Partnership purchased 32 shares from Common Fund Equity Fund, 25 shares from Chestnut Pacific Ltd. Partners, and 16 shares from The & Trust.) Exhibit 99.3: The Stock Purchase Agreement dated June 10, 1996 by and among the Company and the investors listed on Schedule A thereto(relating to the original issuance of the Series B Preferred Stock) incorporated by reference to Exhibit 4.17 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 1996. Exhibit 99.4: The Certificate of Designation of Series B Preferred Stock incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 1996. Exhibit 99.5: Registration Rights Agreement, and Amendment No. 1 to the Registration Rights Agreement incorporated by reference to Exhibit 4.2 to the Company's Form S-1 (Registration No. 33-75004) declared effective April 8, 1994, and Amendment No. 2 to Registration Rights Agreement dated as of April 6, 1994 incorporated by reference to Exhibit 4.9 to said Form S-1, and Third Amendment to Registration Rights Agreement dated as of April 15, 1996, incorporated by reference to Exhibit 4.15 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, Fourth Amendment to Registration Rights Agreement dated June 10, 1996, incorporated herein by reference to Exhibit 4.18 of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 1996. Exhibit 99.6: Power of Attorney. Exhibit 99.7: Joint Filing Agreement. Page 12 of 13 13 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: April 11, 1997 /s/ WILLIAM A. KLEIN ----------------------------------- William A. Klein, an individual and as General Partner of the Klein Investments Family Limited Partnership and as Trustee of the Klein 1994 Charitable Remainder Unitrust 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: April 11, 1997 /s/ CAROLYN KLEIN* ----------------------------------- Carolyn Klein, an individual and as General Partner of the Klein Investments Family Limited Partnership and as Trustee of the Klein 1994 Charitable Remainder Unitrust *By: /s/ WILLIAM A. KLEIN -------------------------- William A. Klein, Attorney-in-Fact Page 13 of 13 EX-99.1 2 AGREEMENT FOR PURCHASE AND SALE OF STOCK 1 EXHIBIT 99.1 THE SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS THEREFROM. THE SHARES MAY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED TO BE SO TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE CERPLEX GROUP THAT SUCH TRANSACTION SHALL NOT VIOLATE ANY FEDERAL OR STATE SECURITIES LAWS. AGREEMENT FOR PURCHASE AND SALE OF STOCK THIS AGREEMENT for Purchase and Sale of Stock is made this 1st day of April, 1997, by and between WILLIAM A. KLEIN, TRUSTEE of the KLEIN 1994 CHARITABLE REMAINDER UNITRUST (the "Buyer") and WHITMAN PARTNERS, L.P. (the "Seller"). W I T N E S S E T H: WHEREAS, the Buyer desires to purchase and the Seller desires to sell an aggregate of Two Hundred Fifty (250) shares of Series B Convertible Preferred Stock (the "Stock") of The Cerplex Group, a Delaware corporation (the "Company"), on the terms set forth below; and WHEREAS, the Seller desires to grant Buyer the first right to purchase any additional shares of Series B Convertible Preferred Stock of the Company, which the Seller desires to sell during the first nine (9) months from the date of this Agreement, on the terms set forth below. NOW, THEREFORE, in consideration of the terms, covenants and conditions hereinafter set forth, the parties agree as follows: 1. Purchase and Sale. The Buyer hereby irrevocably purchases from the Seller the Stock for an aggregate purchase price of Two Hundred Fifty Thousand Dollars ($250,000). The Seller acknowledges that upon receipt of the full purchase price the Seller will transmit to the Buyer 2 certificates evidencing the Stock. The sale and transfer of the Stock hereunder includes all of the rights and obligations pertaining to such Stock and to the holder thereof under the Stock Purchase Agreement dated as of June 10, 1996 by and among the Company, the Seller and the other shareholders signatory thereto (the "Original Purchase Agreement"). 2. Right of First Refusal. The Seller shall be entitled to convert into Common Stock of the Company, free of any right of first refusal under this Section 2, any or all of the shares of Series B Convertible Preferred Stock which Seller will hold after completing the transaction described in this Agreement ("Seller's Remaining Shares"). The Seller shall be entitled to sell at any time hereafter, free of the right of first refusal set forth in this Section 2, an aggregate of 832 shares of Seller's Remaining Shares, comprising 416 of Seller's Remaining Shares which Seller may sell prior to notifying Buyer of the right of first refusal set forth in this Section 2 plus the last 416 of Seller's Remaining Shares which Seller may sell after notifying Buyer as to 250 of Seller's Remaining Shares being subject to the right of first refusal. If and to the extent that, at any time or from time to time during the first nine (9) months from the date of execution of this Agreement, the Seller desires to sell shares of Series B Convertible Preferred Stock cumulatively exceeding the first 416 of Seller's Remaining Shares which Seller may sell as stated in the preceding sentence, and Seller has received an offer to purchase any or all of such shares, Seller shall deliver to Buyer a written notice specifying the material terms of the proposed sale of those shares exceeding the first 416 shares and only to the extent of up to 250 shares in the aggregate. Such notice will include the number of such shares proposed to be sold and the price per share offered by the proposed purchaser. The Buyer shall have the first right to purchase from Seller any part or all of such 250 shares in the aggregate which the Seller proposes to sell as described in the written notice. The Buyer's right shall be exercisable within, and shall expire upon the close of, either (a) the 20 business day period commencing on the date of delivery of the written notice if the proposed purchaser has publicly announced an intention to affect or influence the control of the Company unless such proposed purchaser's intentions are unanimously approved by the Company's Board of Directors, or (b), in all other cases, the 10 business day period commencing on the date of delivery of the written notice. During the 9-month period described above and after an aggregate of 250 shares have been subject to Buyer's right of first refusal as described above, the last 416 of Seller's Remaining Shares may be sold free of the right of first refusal described in this Section 2. 3. Representations of the Seller. The Seller hereby represents and warrants that: (a) The Stock is free and clear of liens and claims created by or under the Seller. (b) The Seller has full power and authority to execute, deliver and perform this Agreement and no further action is necessary on the part of the Seller to make this Agreement a valid, binding and legally enforceable obligation of Seller, in accordance with its terms, except as enforcement of this Agreement may be limited by the bankruptcy laws, laws affecting creditors' rights generally and equitable principles to the extent they limit the availability of equitable remedies such as specific performance. No consent, approval or agreement of any other party is required to be obtained by the Seller in connection with the execution, delivery or performance of this Agreement. (c) The Seller has complied with the applicable terms and provisions of the Original Purchase Agreement by and among the Company, the Seller and the other shareholders signatory thereto. 2 3 (d) The Seller represents that the Seller has such knowledge and experience in financial and business matters such that it is capable of evaluating the merit of the sale of the Stock and the grant of the right of first refusal hereunder. 4. Representations of the Buyer. The Buyer hereby represents and warrants that: (a) The Buyer hereby makes all of the representations and warranties set forth in Section 4 of the Original Purchase Agreement. (b) The Buyer has obtained all requisite consents, if any, to the transactions contemplated by this Agreement, and that he has all requisite authority to enter into this Agreement and to carry out the provisions hereof. (c) The Buyer has notified the Company of Buyer's proposed purchase of the Stock, and Buyer's affiliation with William A. Klein in his individual capacity and not as a director of the Company, and the Company has neither objected to the proposed transaction nor expressed an interest in purchasing the Stock itself. (d) The Buyer is acquiring the Stock for his own account, for investment and not with a view to distribution thereof; and the Stock will not be sold or distributed in violation of any applicable federal or state securities law or the rules or regulations thereunder. (e) The Buyer understands that the Stock has not been registered under the securities laws of the State of California or in the United States, or otherwise, that such Stock is not freely transferable and that the share certificates evidencing the Stock delivered by the Seller will bear a legend to that effect. 5. Joinder in Registration Rights Agreement. Buyer hereby agrees to be bound by and subject to the terms and conditions of the Registration Rights Agreement, by and among the Company and the various signatories thereto, dated November 13, 1993, as amended, including, without limitation, the provisions of Section 1.15, as amended, thereto. 6. Releases. Each of the parties releases and discharges the other from all claims of liability, losses, damages, costs or expenses arising from the purchase and ownership of the Stock, any actions taken by the Company's Board of Directors or the sale of the Stock to and by the Seller. The parties acknowledge that there can be no assurances concerning any future increase or decrease in the value of the Stock. The Seller acknowledges that the Seller is aware that the Buyer is the Chairman of the Board of the Company and that the Buyer may be in possession of information concerning the Company's business, operations, finances and prospects not generally known to the public. The Seller acknowledges that it has had access to all information that it has requested concerning the Company's affairs, and is familiar with all information concerning the Company as disclosed to the public and/or analysts following the Company. To the extent permissible by law, the parties waive all rights under Rule 10b-5 of the Securities Exchange Act of 1934, as amended, and all similar state laws or regulations concerning disclosure which may be required in connection with the purchase and sale of securities. 3 4 7. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. 8. Governing Law. This Agreement shall be governed by, construed in accordance with and enforced under the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. "Seller" WHITMAN PARTNERS, L.P. By: /s/ DOUGLAS F. WHITMAN --------------------------- Name: Douglas F. Whitman Title: General Partner "Buyer" By: /s/ WILLIAM A. KLEIN ----------------------------- William A. Klein, Trustee Federal Tax I.D. No. 33-6157471 4 EX-99.2 3 AGREEMENT FOR PURCHASE AND SALE OF STOCK 1 EXHIBIT 99.2 THE SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS THEREFROM. THE SHARES MAY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED TO BE SO TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE CERPLEX GROUP THAT SUCH TRANSACTION SHALL NOT VIOLATE ANY FEDERAL OR STATE SECURITIES LAWS. AGREEMENT FOR PURCHASE AND SALE OF STOCK THIS AGREEMENT for Purchase and Sale of Stock is made this 1st day of April, 1997, by and between KLEIN INVESTMENTS FAMILY LIMITED PARTNERSHIP (the "Buyer") and SCORPION OFFSHORE INVESTMENT FUND (the "Seller"). W I T N E S S E T H: WHEREAS, the Buyer desires to purchase and the Seller desires to sell an aggregate of Four Hundred Twenty-seven (427) shares of Series B Convertible Preferred Stock (the "Stock") of The Cerplex Group, a Delaware corporation (the "Company"), on the terms set forth below; and WHEREAS, the Seller desires to grant Buyer the first right to purchase any additional shares of Series B Convertible Preferred Stock of the Company, which the Seller desires to sell during the first nine (9) months from the date of this Agreement, on the terms set forth below. NOW, THEREFORE, in consideration of the terms, covenants and conditions hereinafter set forth, the parties agree as follows: 1. Purchase and Sale. The Buyer hereby irrevocably purchases from the Seller the Stock for an aggregate purchase price of Four Hundred Twenty-seven Thousand Dollars ($427,000). The Seller acknowledges that upon receipt of the full purchase price the Seller will transmit to the Buyer certificates evidencing the Stock. The sale and transfer of the Stock hereunder includes all of the rights and obligations pertaining to such Stock and to the holder thereof under the Stock Purchase Agreement dated as of June 10, 1996 by and among the Company, the Seller and the other shareholders signatory thereto (the "Original Purchase Agreement"). 2. Right of First Refusal. If the Seller desires to sell any additional shares of Series B Convertible Preferred Stock, at any time during the first nine (9) months from the date of execution of this Agreement, and such Seller has received an offer to purchase such shares, such Seller shall deliver to Buyer a written notice specifying the material terms of the proposed sale, including the number of shares proposed to be sold and the price per share offered by the proposed purchaser. The Buyer shall have the first right to purchase from Seller any part or all of the shares which the Seller proposes to sell 2 as described in the written notice. The Buyer's right shall be exercisable within, and shall expire upon the close of, the 20 business day period commencing on the date of delivery of the written notice. 3. Representations of the Seller. The Seller hereby represents and warrants that: (a) The Stock is free and clear of liens and claims created by or under the Seller. (b) The Seller has full power and authority to execute, deliver and perform this Agreement and no further action is necessary on the part of the Seller to make this Agreement a valid, binding and legally enforceable obligation of Seller, in accordance with its terms, except as enforcement of this Agreement may be limited by the bankruptcy laws, laws affecting creditors' rights generally and equitable principles to the extent they limit the availability of equitable remedies such as specific performance. No consent, approval or agreement of any other party is required to be obtained by the Seller in connection with the execution, delivery or performance of this Agreement. (c) The Seller has complied with the applicable terms and provisions of the Original Purchase Agreement by and among the Company, the Seller and the other shareholders signatory thereto. (d) The Seller represents that the Seller has such knowledge and experience in financial and business matters such that it is capable of evaluating the merit of the sale of the Stock and the grant of the right of first refusal hereunder. 4. Representations of the Buyer. The Buyer hereby represents and warrants that: (a) The Buyer hereby makes all of the representations and warranties set forth in Section 4 of the Original Purchase Agreement. (b) The Buyer has obtained all requisite consents, if any, to the transactions contemplated by this Agreement, and that he has all requisite authority to enter into this Agreement and to carry out the provisions hereof. (c) The Buyer has notified the Company of Buyer's proposed purchase of the Stock, and Buyer's affiliation with William A. Klein in his individual capacity and not as a director of the Company, and the Company has neither objected to the proposed transaction nor expressed an interest in purchasing the Stock itself. (d) The Buyer is acquiring the Stock for his own account, for investment and not with a view to distribution thereof; and the Stock will not be sold or distributed in violation of any applicable federal or state securities law or the rules or regulations thereunder. (e) The Buyer understands that the Stock has not been registered under the securities laws of the State of California or in the United States, or otherwise, that such Stock is not freely transferable and that the share certificates evidencing the Stock delivered by the Seller will bear a legend to that effect. 5. Joinder in Registration Rights Agreement. Buyer hereby agrees to be bound by and subject to the terms and conditions of the Registration Rights Agreement, by and among the Company 2 3 and the various signatories thereto, dated November 13, 1993, as amended, including, without limitation, the provisions of Section 1.15, as amended, thereto. 6. Releases. Each of the parties releases and discharges the other from all claims of liability, losses, damages, costs or expenses arising from the purchase and ownership of the Stock, any actions taken by the Company's Board of Directors or the sale of the Stock to and by the Seller. The parties acknowledge that there can be no assurances concerning any future increase or decrease in the value of the Stock. The Seller acknowledges that the Seller is aware that the Buyer is the Chairman of the Board of the Company and that the Buyer may be in possession of information concerning the Company's business, operations, finances and prospects not generally known to the public. The Seller acknowledges that it has had access to all information that it has requested concerning the Company's affairs, and is familiar with all information concerning the Company as disclosed to the public and/or analysts following the Company. To the extent permissible by law, the parties waive all rights under Rule 10b-5 of the Securities Exchange Act of 1934, as amended, and all similar state laws or regulations concerning disclosure which may be required in connection with the purchase and sale of securities. 7. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. 8. Governing Law. This Agreement shall be governed by, construed in accordance with and enforced under the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. "Seller" SCORPION OFFSHORE INVESTMENT FUND By: /s/ RALPH J. LONG, JR. --------------------------------------- Name: Ralph J. Long, Jr. Title: CFO of Standard Pacific Capital "Buyer" KLEIN INVESTMENTS FAMILY LIMITED PARTNERSHIP By: /s/ WILLIAM A. KLEIN --------------------------------------- William A. Klein, General Partner Federal Tax I.D. No. 33-0734680 3 EX-99.6 4 POWER OF ATTORNEY 1 EXHIBIT 99.6 POWER OF ATTORNEY Carolyn Klein, individually and as a Trustee of the Klein 1994 Charitable Remainder Unitrust, a California trust; as a Trustee of the Klein Foundation, a California trust; and as a General Partner of the Klein Investments Family Limited Partnership, hereby constitutes and appoints William A. Klein, acting singly, as the true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the name, place and stead of the undersigned, in any and all capacities, to execute for and on behalf of the undersigned, 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"). 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. IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power of Attorney this 11th day of April, 1997. By: /s/ CAROLYN KLEIN ---------------------------------- Name: Carolyn Klein, an individual EX-99.7 5 JOINT FILING AGREEMENT 1 EXHIBIT 99.7 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: April 11, 1997 By: /s/ WILLIAM A. KLEIN ----------------------------------- William A. Klein, an individual and as General Partner of the Klein Investments Family Limited Partnership and as Trustee of the Klein 1994 Charitable Remainder Unitrust By: /s/ CAROLYN KLEIN ----------------------------------- Carolyn Klein, an individual and as General Partner of the Klein Investments Family Limited Partnership and as Trustee of the Klein 1994 Charitable Remainder Unitrust -----END PRIVACY-ENHANCED MESSAGE-----