Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
111 Pacifica Avenue, Suite 300
Irvine, California 92618
(Address of Principal Executive Offices) (Zip Code)
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THE CERPLEX GROUP, INC. AND ITS SUBSIDIARIES
STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN
(Full title of the Plan)
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Richard Alston
President and Chief Operating Officer
111 Pacifica Avenue, Suite 300
Irvine, California 92618
(Name and address of agent for service)
(949) 754-5300
(Telephone number, including area code, of agent for service)
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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
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Common Stock,
$.03 par value 2,835,500 shs. $0.877 $2,486,733.50 $733.59
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<F1> Calculated pursuant to Rule 457(h) and 457(c) based on the average
exercise price of those options already issued and the average of the high
and low prices on the Over The Counter Market on September 16, 1999.
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<PAGE>
EXPLANATORY NOTE
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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 2,835,500 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
and awards granted by the Registrant pursuant to the Plan.
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 June 30, 1999 as filed on August 16, 1999.
2. The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1999 as filed on May 17, 1999.
3. The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended December 31, 1998 as filed on February 11, 1999.
4. Definitive Proxy Statement filed on January 28, 1999 by the
Registrant on Form 14A (001-08456).
5. The Registrant's Annual Report filed on Form 10-K for the
year ended September 30, 1998 as filed on January 12, 1999.
6. The Cerplex Group, Inc. Stock Option and Restricted Stock
Purchase Plan filed as Appendix B to the Definitive Proxy Statement on Form
14A (001-08456) as filed on September 9, 1998.
7. 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 incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
<PAGE>
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
<PAGE>
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.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
5. Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol with
respect to the legality of the securities being registered.
<PAGE>
23.1. Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (included
in Exhibit 5).
23.2. Consent of KPMG, LLP.
23.3. Consent of Arthur Anderson LLP.
24. Powers of Attorney (included in Part II of this Registration
Statement).
</TABLE>
<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 20th DAY OF SEPTEMBER 1999.
THE CERPLEX GROUP, INC.
By /s/ Richard Alston
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Richard Alston
President and Chief Operating Officer
Each person whose signature appears below hereby constitutes and
appoints Richard Alston 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
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/s/ George McTavish Director September 23, 1999
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George McTavish
/s/ Bruce Anderson Director September 23, 1999
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Bruce Anderson
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/s/ Thomas McInerney Director September 20, 1999
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Thomas McInerney
/s/ Richard Stowe Director September 20, 1999
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Richard Stowe
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
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 KPMG, LLP.
23.3. Consent of Arthur Anderson LLP.
24. Powers of Attorney (included in Part II of this Registration
Statement).
</TABLE>
<PAGE>
Exhibit 5
(Letterhead of Reboul, MacMurray, Hewitt, Maynard & Kristol)
September 20, 1999
The Cerplex Group, Inc.
111 Pacifica Avenue, Suite 300
Irvine, California 92618
The Cerplex Group, Inc.
Registration Statement on Form S-8
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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 2,835,500 shares of its Common Stock, $.03 par
value (the "Shares"), pursuant to the The Cerplex Group, Inc. Stock Option
and Restricted Stock Purchase 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 Plan 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.
<PAGE>
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Reboul, MacMurray, Hewitt,
Maynard & Kristol
<PAGE>
Exhibit 23.2
Consent of Independent Public Accountants
Our report dated December 28, 1998 on the 1998 consolidated financial
statements, contains an explanatory paragraph that states that the Company
has suffered recurring losses from operations, has net stockholders' and
working capital deficiencies and does not have the necessary funds to pay
certain debt obligations which mature in fiscal year 1999, 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, LLP
Orange County, California
September 20, 1999
<PAGE>
Exhibit 23.3
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
September 17, 1999
