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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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.
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(Exact name of registrant as specified in charter)
DELAWARE 0-23602 33-0411354
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1382 BELL AVENUE, TUSTIN, CALIFORNIA 92680
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(Address of principal executive offices) (Zip Code)
(714) 258-5600
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(Registrant's telephone number including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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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.
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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
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Bruce D. Nye
Chief Financial Officer
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THE CERPLEX GROUP, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Historical Adjustments Total
---------- ----------- -----------
ASSETS
<S> <C> <C> <C>
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
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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
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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
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Total current liabilities 82,358 (2,333) 80,025
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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)
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Total stockholders' equity (1,501) 11,450 9,949
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Total liabilities and stockholders' equity $ 101,424 $ 6,450 $ 107,874
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</TABLE>
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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.
