-----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, TKFO1dmszPrVQySKy1GTcBcxjoKq5OtHAcCXgw2s6vvgXA7d3eVIUFQ78ki6NIxT cmZoIAg4SqpsmjBtdchSww== 0000950150-96-001129.txt : 19961016 0000950150-96-001129.hdr.sgml : 19961016 ACCESSION NUMBER: 0000950150-96-001129 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961015 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961015 SROS: NASD 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: 96643805 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 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): October 15, 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 92780 - ------------------------------------------------------------------------------- (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. James T. Schraith has resigned from the offices of President and Chief Executive Officer of The Cerplex Group, Inc. (the "Company") in order to accept a senior level management position at a high technology, Fortune 500 company. William A. Klein, Chairman of the Company's Board of Directors, will assume the roles of President and CEO in the interim while the Company conducts its search for Mr. Schraith's replacement. 2 3 ITEM 7. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS METHOD OF FILING - ------ ----------------------- ---------------- 2.1 Agreement of Merger dated as of August 30, 1993, by and Incorporated herein by reference to among Cerplex Incorporated, Diversified Manufacturing Exhibit 2.1 to the Company's Services, Inc. ("DMS"), EMServe, Inc. ("EMServe"), Registration Statement on Form S-1 InCirT Technology Incorporated ("InCirT") and Testar, (File No. 33-75004) which was declared Inc. ("Testar"). effective by the Commission on April 8, 1994. 2.2 Agreement and Plan of Merger dated November 12, 1993, Incorporated herein by reference to between The Cerplex Group Subsidiary, Inc. and Exhibit 2.2 to the Company's Registrant (conformed copy to original). Registration Statement on Form S-1 (File No. 33-75004) which was declared effective by the Commission on April 8, 1994. 2.3 Certificate of Ownership and Merger of Registrant with Incorporated herein by reference to and into The Cerplex Group Subsidiary, Inc. dated as of Exhibit 2.3 to the Company's November 12, 1993. Registration Statement on Form S-1 (File No. 33-75004) which was declared effective by the Commission on April 8, 1994. 2.4 Asset Purchase Agreement effective December 17, 1993 by Incorporated herein by reference to and between Certech Technology, Inc., a wholly-owned Exhibit 2.4 to the Company's subsidiary of the Registrant ("Certech"), and Registration Statement on Form S-1 Spectradyne, Inc. ("Spectradyne"). (File No. 33-75004) which was declared effective by the Commission on April 8, 1994. 2.5 Purchase and Sale Agreement dated as of July 29, 1994, Incorporated herein by reference to by and among The Cerplex Group, Inc., Cerplex Limited, Exhibit 2 to the Form 8-K filed July BT Repair Services Limited and British 29, 1994. Telecommunications plc. 2.6 Contract for repair, calibration and warehousing of Incorporated herein by reference to certain items of BT Equipment dated as of July 29, 1994, Exhibit 10 to the Form 8-K filed July among The Cerplex Group and Cerplex Limited and BT. 29, 1994.
3 4 2.7 Formation and Contribution Agreement effective December Incorporated herein by reference to 1, 1994 by and among Modcomp/Cerplex L.P., Modular Exhibit 2.7 to the Company's Annual Computer Systems, Inc., Cerplex Subsidiary, Inc. and Report on Form 10-K for the fiscal The Cerplex Group, Inc. year ended January 1, 1995. 2.8 Stock Purchase Agreement dated as of June 29, 1995 Incorporated herein by reference to by and among The Cerplex Group, Inc., Tu Nguyen and Exhibit 2.11 to the Company's Phuc Le. Quarterly Report on Form 10-Q for the quarter ended October 1, 1995. 2.9 Letter Agreement dated April 5, 1996 by and among Incorporated herein by reference to Modular Computer Systems, Inc., ModComp Joint Venture, Exhibit 2.12 to the Company's Annual Inc., AEG Aktiengesellschaft, the Company, Cerplex Report on Form 10-K for the fiscal Subsidiary, Inc. and Modcomp/Cerplex L.P. year ended December 31, 1995. 2.10 Stock Purchase Agreement dated as of May 24, 1996, by Incorporated herein by reference to and among The Cerplex Group, Inc., Cerplex Limited, Exhibit 2.10 to the Company's Current Rank Xerox - The Document Company SA and Rank Xerox Report on Form 8-K dated May 24, 1996. Limited (conformed copy to original). 2.11 Contract of Warranty dated as of May 24, 1996, by and Incorporated herein by reference to among The Cerplex Group, Inc. Cerplex Limited, Rank Exhibit 2.11 to the Company's Current Xerox - The Document Company SA and Rank Xerox Limited Report on Form 8-K dated May 24, 1996. (conformed copy to original). 2.12 Supply and Services Agreement dated as of May 24, 1996, Incorporated herein by reference to by and among The Cerplex Group, Inc. Cerplex Limited, Exhibit 2.12 to the Company's Current Rank Xerox - The Document Company SA and Rank Xerox Report on Form 8-K dated May 24, 1996. Limited (conformed copy to original). 4.1 Registration Rights Agreement dated as of November 19, Incorporated herein by reference to 1993, by and among the Registrant, the investors listed Exhibit 4.2 to the Company's on Schedule A thereto and the security holders of the Registration Statement on Form S-1 Registrant listed on Schedule B thereto, together with (File No. 33-75004) which was declared Amendment No. 1. effective by the Commission on April 8, 1994.
4 5 4.2 Warrant Agreement dated as of November 19, 1993, by and Incorporated herein by reference to among the Registrant and the purchasers listed in Annex Exhibit 4.4 to the Company's 1 thereto. Registration Statement on Form S-1 (File No. 33-75004) which was declared effective by the Commission on April 8, 1994. 4.3 Placement Agent Warrant Purchase Agreement dated as of Incorporated herein by reference to November 19, 1993, between the Registrant and Exhibit 4.5 to the Company's Donaldson, Lufkin & Jenrette Securities Corporation. Registration Statement on Form S-1 (File No. 33-75004) which was declared effective by the Commission on April 8, 1994. 4.4 Observation Rights Agreement dated as of November 19, Incorporated herein by reference to 1993, between the Registrant and certain stock Exhibit 4.6 to the Company's purchasers. Registration Statement on Form S-1 (File No. 33-75004) which was declared effective by the Commission on April 8, 1994. 4.5 Observation Rights Agreement dated as of November 19, Incorporated herein by reference to 1993, between the Registrant and certain note Exhibit 4.7 to the Company's purchasers. Registration Statement on Form S-1 (File No. 33-75004) which was declared effective by the Commission on April 8, 1994. 4.6 Note Purchase Agreement dated as of November 19, 1993, Incorporated herein by reference to by and among the Registrant and The Northwestern Mutual Exhibit 4.8 to the Company's Life Insurance Company, John Hancock Mutual Life Registration Statement on Form S-1 Insurance, Registrant and Bank of Scotland London (File No. 33-75004) which was declared Nominees Limited. effective by the Commission on April 8, 1994. 4.7 Amendment No. 2 to Registration Rights Agreement dated Incorporated herein by reference to as of April 6, 1994, by and among the Registrant and Exhibit 4.9 to the Company's certain of its Securities holders. Registration Statement on Form S-1 (File No. 33-75004) which was declared effective by the Commission on April 8, 1994.
5 6 4.8 Amendment to Note Purchase Agreement, dated as of Incorporated herein by reference to October 27, 1994, by and among the Company, Exhibit 4.10 to the Company's Annual Northwestern Mutual Life Insurance Company, John Report on Form 10-K for the fiscal Hancock Mutual Life Insurance Company and North year ended March 31, 1995. Atlantic Smaller Companies Trust P.L.C. (collectively, the "Noteholders"). 4.9 Waiver and Amendment Agreement dated April 15, 1996 by Incorporated herein by reference to and among Company, The Northwestern Mutual Life Exhibit 4.11 to the Company's Annual Insurance Company, John Hancock Mutual Life Insurance Report on Form 10-K for the fiscal Company and North Atlantic Smaller Companies Investment year ended December 31, 1995. Trust PLC. 4.10 Warrant Agreement dated as of April 15, 1996 by and Incorporated herein by reference to among Company, The Northwestern Mutual Life Insurance Exhibit 4.12 to the Company's Annual Company, John Hancock Mutual Life Insurance Company and Report on Form 10-K for the fiscal North Atlantic Smaller Companies Investment Trust PLC. year ended December 31, 1995. 4.11 First Amendment to Warrant Agreement dated April 15, Incorporated herein by reference to 1996 by and among Company and each of the holders of Exhibit 4.13 to the Company's Annual warrants listed on Schedule A thereto, with respect to Report on Form 10-K for the fiscal that certain Warrant Agreement dated November 19, 1993. year ended December 31, 1995. 4.12 First Amendment to Observation Rights Agreement dated Incorporated herein by reference to as of April 15, 1996 between Company and certain note Exhibit 4.14 to the Company's Annual purchasers. Report on Form 10-K for the fiscal year ended December 31, 1995. 4.13 Third Amendment to Registration Rights Agreement dated Incorporated herein by reference to as of April 15, 1996 by and among Company, the Exhibit 4.15 to the Company's Annual investors of Company listed on Schedule A thereto and Report on Form 10-K for the fiscal the security holders of Company listed on Schedule B year ended December 31, 1995. thereto. 4.14 Warrant Agreement dated April 15, 1996 by and among Incorporated herein by reference to Company, Wells Fargo Bank, National Association, Exhibit 4.16 to the Company's Annual Sumitomo Bank of California, BHF Bank Report on Form 10-K for the fiscal Aktiengesellschaft and Comerica Bank-California. year ended December 31, 1995.
6 7 4.15 Stock Purchase Agreement dated June 10, 1996 by and Incorporated herein by reference to among the Company and the investors listed on Schedule Exhibit 4.17 to the Company's A thereto. Quarterly Report on Form 10-Q filed August 14, 1996. 4.16 Fourth Amendment to Registration Rights Agreement dated Incorporated herein by reference to June 10, 1996 by and among Company, the investors Exhibit 4.18 to the Company's listed on Schedule A thereto, the security holders of Quarterly Report on Form 10-Q filed Company listed on Schedule B thereto, the banks listed August 14, 1996. on Schedule C thereto and each of the parties listed on Schedule D thereto. 4.17 Certificate of Designation of Preferences of Series B Incorporated herein by reference to Preferred Stock of The Cerplex Group, Inc. Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q filed August 14, 1996.
7 8 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: October 15, 1996 THE CERPLEX GROUP, INC. By: /s/ JAMES R. ECKSTAEDT --------------------------------- James R. Eckstaedt Chief Financial Officer 8 -----END PRIVACY-ENHANCED MESSAGE-----