Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
THE CERPLEX GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 75-1539534
(State or other (I.R.S. employer
jurisdiction of identification number)
incorporation or
organization)
9477 Waples Street, Suite 150
San Diego, California 92121
(Address of Principal Executive Offices) (Zip Code)
____________
CERPLEX, INC. - RESTATED 1993 STOCK OPTION PLAN
(Full title of the Plan)
____________
George L. McTavish
Chairman and Chief Executive Officer
1382 Bell Avenue
Tustin, California 92780
(Name and address of agent for service)
(714) 258-5301
(Telephone number, including area code, of agent for service)
____________
Copies to:
OTHON A. PROUNIS, ESQ.
Reboul, MacMurray, Hewitt, Maynard & Kristol
45 Rockefeller Plaza
New York, N. Y. 10111
CALCULATION OF REGISTRATION FEE
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<PAGE>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share<F1> price<F1> fee
__________________________________________________________________________
Common Stock,
$.03 par value 996,279 shs. $0.36 $358,660.44 $105.80
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[FN]
<F1> Calculated pursuant to Rule 457(h) upon the basis of the price at
which the options may be exercised.
</FN>
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<PAGE>
<PAGE #> EXPLANATORY NOTE
________________
This Registration Statement has been prepared in accordance with
the requirements of Form S-8 under the Securities Act of 1933, as amended
(the "Act"), to register 996,279 shares of common stock, $.03 par value
("Common Stock"), of The Cerplex Group, Inc. (the "Registrant"), formerly
known as Aurora Electronics, Inc., which may be issued under stock options
previously granted by Cerplex Inc. ("Cerplex"), formerly known as The
Cerplex Group, Inc., pursuant to the Plan, the obligations of which were
assumed by the Registrant pursuant to the merger of the Registrant's wholly
owned subsidiary Holly Acquisition Corp. ("Holly") with and into Cerplex,
all in accordance with Section 7.08 of the Merger Agreement dated January
30, 1998 Between the Registrant, Holly and Cerplex.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference herein the following
documents which have been filed with the Securities and Exchange Commission
(the "Commission"):
1. The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1998 as filed on May 12, 1998.
2. Definitive Joint Proxy Statement filed on March 26, 1998 by
the Registrant on Form 14A (001-08456).
3. The Registrant's Annual Report filed on Form 10-K405 for the
year ended September 30, 1997 as filed on January 13, 1998.
4. Cerplex, Inc.'s Restated 1993 Stock Option Plan filed as
Exhibit 10.9 to the Quarterly Report on Form 10-Q (000-23602) for the
quarterly period ended September 29, 1996 as filed on November 13, 1996.
5. The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed with the
Commission on February 14, 1983, including any amendment or report filed
for updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment hereto that
indicates that all securities offered have been sold or that deregisters
all such securities then remaining unsold, shall be deemed to be incorpo-
rated by reference herein and to be a part hereof from the date of filing
of such documents.
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
See Paragraph 2 of Item 3 of Part II of this Registration
Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Restated Certificate of Incorporation limits the
personal liability of directors to the Registrant or its stockholders for
monetary damages for breaches of fiduciary duty, as directors, except for
liability for any breach of directors' duty of loyalty to the Registrant or
its stockholders, or acts or omissions not in good faith or which involve
intentional misconduct or violation of law under Section 174 of the Dela-
ware General Corporation Law, or any transaction from which a director
derived an improper personal benefit. This provision of Registrant's
Restated Certificate of Incorporation is consistent with the Delaware
General Corporation Law, which permits Delaware corporations to include in
their certificates of incorporation a provision limiting directors'
liability for monetary damages for certain breaches of their fiduciary
duties as directors.
The Registrant's By-laws provide for indemnification of officers,
directors and employees of the Registrant to the fullest extent permitted
by the Delaware General Corporation Law. Under the Delaware General
Corporation Law, directors and officers as well as other employees and
individuals may be indemnified against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation -- a "derivative action") if they acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best
interest of the Registrant and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful.
A similar standard of care is applicable in the case of derivative actions,
except that indemnification extends only to expenses (including attorneys'
fees) incurred in connection with defense or settlement of such an action
and that the Delaware General Corporation Law requires court approval
before there can be any indemnification of expenses where the person
seeking indemnification has been found liable to the Registrant.
The foregoing statements are subject to the detailed provisions
of Sections 145 and 102(b)(7) of the Delaware General Corporation Law,
Article VI of the Company's By-laws, Article IX of the Company's By-laws,
Article IX of the Company's Restated Certificate of Incorporation, as
amended, and the above-mentioned agreements with each of the Company's
directors, as applicable.
Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
_______ ___________
5. Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol with
respect to the legality of the securities being registered.
23.1. Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (included
in Exhibit 5).
23.2. Consent of Arthur Andersen LLP.
23.3. Consent of KPMG Peat Marwick LLP.
24. Powers of Attorney (included in Part II of this Registration
Statement).
<PAGE>
<PAGE #> SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED
THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON
THE 26th DAY OF JUNE 1998.
THE CERPLEX GROUP, INC.
By /s/ George L. McTavish
__________________________________
George L. McTavish
Chairman and Chief Executive Officer
Each person whose signature appears below hereby constitutes and
appoints George L. McTavish his true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants to such attorney-in-fact and agent
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
he or she might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED:
Signatures Title Date
__________ _____ ____
/s/ Jim C. Cowart Director July 28, 1998
_______________________
Jim C. Cowart
/s/ Harvey B. Cash Director July 28, 1998
_______________________
Harvey B. Cash
/s/ David A. Lahar Director July 28, 1998
_______________________
David A. Lahar
/s/ Thomas E. McInerney Director July 28, 1998
_______________________
Thomas E. McInerney
/s/ Richard H. Stowe Director July 28, 1998
_______________________
Richard H. Stowe
<PAGE>
<PAGE #> EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
_______ ___________
5. Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol with
respect to the legality of the securities being registered.
23.1. Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (included
in Exhibit 5).
23.2. Consent of Arthur Andersen LLP.
23.3. Consent of KPMG Peat Marwick LLP.
24. Powers of Attorney (included in Part II of this Registration
Statement).
<PAGE>
<PAGE #> Exhibit 5
(Letterhead of Reboul, MacMurray, Hewitt, Maynard & Kristol)
July 28, 1998
The Cerplex Group, Inc.
9477 Waples Street, Suite 150
San Diego, California 92121
The Cerplex Group, Inc.
Registration Statement on Form S-8
__________________________________
Dear Sirs:
We have acted as counsel to The Cerplex Group, Inc., a
Delaware corporation (the "Company"), in connection with the preparation of
its Registration Statement on Form S-8 (the "Registration Statement"),
filed under the Securities Act of 1933, as amended (the "Act"), relating to
the offering of an aggregate 996,279 shares of its Common Stock, $.03 par
value (the "Shares"), pursuant to the Cerplex Inc. - Restated 1993 Stock
Option Plan (the "Plan").
In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including the Agreements and the
Certificate of Incorporation and By-laws of the Company.
Based upon such examination, we are of opinion that:
1. The Company has been duly organized and is validly existing
as a corporation under the laws of the State of Delaware.
2. When issued and sold upon the exercise of options granted
or pursuant to awards made in accordance with the terms of the Plan, each
of the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under "Legal
Matters" in the Prospectus comprising a part of the Registration Statement.
Very truly yours,
<PAGE>
<PAGE #> Exhibit 23.2
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated January
12, 1998 included in Aurora Electronics, Inc. Form 10-K for the year ended
September 30, 1997 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Orange County, California
July 24, 1998
<PAGE>
<PAGE #> Exhibit 23.3
Consent of Independent Public Accountants
Our report dated February 23, 1998, contains an explanatory paragraph that
states that the Company has suffered recurring losses from operations, has
net stockholders' and working capital deficiencies as well as insufficient
funds to pay its secured and unsecured debt obligations which raise
substantial doubts about its ability to continue as a going concern. The
consolidated financial statements and financial statement schedules do not
include any adjustments that might result from the outcome of this
uncertainty.
We consent to the use of our report incorporated herein by reference.
KPMG PEAT MARWICK LLP
Orange County, California
July 22, 1998
