|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous: SEL DRUM INTERNATIONAL INC, DEF 14A, 1996-10-15 |
Next: YAMAHA MOTOR RECEIVABLES CORP, 8-K, 1996-10-15 |
<PAGE> 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)
<TABLE>
<CAPTION>
<S> <C> <C>
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)
</TABLE>
(714) 258-5600
- -------------------------------------------------------------------------------
(Registrant's telephone number including area code)
Not applicable
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 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
<PAGE> 3
ITEM 7. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS METHOD OF FILING
- ------ ----------------------- ----------------
<S> <C> <C>
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.
</TABLE>
3
<PAGE> 4
<TABLE>
<S> <C> <C>
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.
</TABLE>
4
<PAGE> 5
<TABLE>
<S> <C> <C>
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.
</TABLE>
5
<PAGE> 6
<TABLE>
<S> <C> <C>
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.
</TABLE>
6
<PAGE> 7
<TABLE>
<S> <C> <C>
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.
</TABLE>
7
<PAGE> 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
|
|