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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. *)
The Cerplex Group, Inc.
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
15691320
(CUSIP Number)
Eric M. Sippel, Esq.
c/o SHARTSIS, FRIESE & GINSBURG LLP
One Maritime Plaza, 18th Floor
San Francisco, California 94111
(415) 421-6500
- -------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 19, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box / /.
Check the following box if a fee is being paid with the statement /
xx /. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 15691320 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Whitman Capital, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /* /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
- ------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,978,773
REPORTING -----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
-----------------------------------------
10 SHARED DISPOSITIVE POWER
2,978,773
- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,978,773
- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO, IA
- ------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 15691320 Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Douglas F. Whitman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /* /
(b) / /
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3 SEC USE ONLY
- ------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) / /
- ------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,978,773
REPORTING -----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
-----------------------------------------
10 SHARED DISPOSITIVE POWER
2,978,773
- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,978,773
- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 15691320 Page 4 of 9 Pages
- ------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Whitman Partners, L.P.
- ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /* /
(b) / /
- ------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) / /
- ------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,978,773
REPORTING -----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
-----------------------------------------
10 SHARED DISPOSITIVE POWER
2,978,773
- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,978,773
- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 15691320 Page 5 of 9 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of common stock (the "Common Stock")
of The Cerplex Group, Inc. ("CGI"), all of which were acquired
through conversion of shares of CGI's Series B Preferred Stock
("Preferred Stock"). The principal executive office of CGI is
located at 1382 Bell Avenue, Tustin, CA 92780.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement and the persons enumerated in
Instruction C of Schedule 13D and, where applicable, their respective
places of organization, general partners, directors, executive
officers and controlling persons, and the information regarding them,
are as follows:
(a) Whitman Capital, Inc. ("WCI"); Douglas F. Whitman ("Whitman");
and Whitman Partners, L.P. ("WPLP").
(b) The business address of WCI, Whitman and WPLP is 525 University
Avenue, Suite 701, Palo Alto, CA 94301.
(c) Whitman is the president and sole shareholder of WCI. Whitman
and WCI are the general partners of WPLP, which is an investment
limited partnership.
(d) During the last five years, none of such persons has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, none of such persons was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) WCI is a corporation formed under the laws of the State of
California.
WPLP is a limited partnership formed under the laws of the State
of California.
Whitman is a citizen of the United States.
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 15691320 Page 6 of 9 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Common Stock
were as follows:
Purchaser Source of Funds Amount
WCI Funds Under Management (1) $ 855,082.10
WPLP Working Capital $ 855,082.10
(1) Includes funds of WPLP invested in the Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The principal purpose of the acquisitions of securities is
investment. The persons named in Item 2 of this statement have no
plans or proposals that relate to or would result in:
(a) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving CGI or any of its
subsidiaries;
(b) A sale or transfer of a material amount of assets of CGI or of
any of its subsidiaries;
(c) Any change in the present board of directors or management of
CGI, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(d) Any material change in the present capitalization or dividend
policy of CGI;
(e) Any other material change in CGI's business or corporate
structure;
(f) Changes in CGI's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of CGI by any person;
(g) Causing a class of securities of CGI to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(h) A class of equity securities of CGI becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Common Stock Exchange Act of 1934, as amended; or
(i) Any action similar to any of those enumerated above.<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 15691320 Page 7 of 9 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The beneficial ownership of the Common Stock of the persons named in
Item 2 of this statement is as follows at the date hereof:
Aggregate
Beneficially
Owned Voting Power Dispositive Power
Name Number Percent Sole Shared Sole Shared
WCI 2,978,773 8.8% -0- 2,978,773 -0- 2,978,773
Whitman 2,978,773 8.8% -0- 2,978,773 -0- 2,978,773
WPLP 2,978,773 8.8% -0- 2,978,773 -0- 2,978,773
The persons filing this statement effected the following transactions
in the Common Stock on the dates indicated, and such transactions are
the only transactions in the Common Stock since April 20, 1997, by
the persons filing this statement:
Acquisition Number Price Type
or of Per of
Name Sale Date Shares Share Transaction
WPLP A 4/23/97 382,263 0.2616 Conversion of Preferred Stock
WPLP A 4/29/97 8,977 0.3342 Conversion of Preferred Stock
WPLP S 5/27/97 50,000 0.5704 Open Market Sale
WPLP S 5/28/97 5,000 0.5704 Open Market Sale
WPLP S 6/4/97 2,500 0.58 Open Market Sale
WPLP S 6/6/97 60,000 0.6233 Open Market Sale
WPLP S 6/9/97 20,000 0.8525 Open Market Sale
WPLP S 6/10/97 50,000 0.91 Open Market Sale
WPLP S 6/11/97 10,000 0.92 Open Market Sale
WPLP S 6/13/97 20,000 0.82 Open Market Sale
WPLP S 6/16/97 20,000 0.85 Open Market Sale
WPLP S 6/16/97 11,000 0.8977 Open Market Sale
WPLP S 6/17/97 14,600 0.9170 Open Market Sale
WPLP S 6/18/97 10,000 0.91 Open Market Sale
WPLP S 6/19/97 2,500 0.93 Open Market Sale
WPLP A 6/19/97 439,856 0.3342 Conversion of Preferred Stock
WPLP A 6/19/97 2,454,277 0.339 Conversion of Preferred Stock
WPLP S 6/20/97 6,000 0.9350 Open Market Sale
WPLP S 7/21/97 25,000 0.45 Open Market Sale<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 15691320 Page 8 of 9 Pages
ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO Common Stock OF THE ISSUER.
WCI and Whitman are the general partners of WPLP pursuant to a
limited partnership agreement. The limited partnership agreement
provides to the general partners the authority, among other things,
to invest the funds of WPLP in the Common Stock, to vote and dispose
of those securities and to file this statement on behalf of WPLP.
Pursuant to the limited partnership agreement, the general partners
of WPLP are entitled to fees based on assets under management and
special profit allocations based on realized and unrealized gains and
losses, if certain conditions are met.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Agreement Regarding Joint Filing of Statement on Schedule 13D or
13G.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I
certify that the information set forth in this statement is true,
complete and correct.
DATED: July 21, 1997
Whitman Capital, Inc.
By: /s/ Douglas F. Whitman
Douglas F. Whitman
President
/s/ Douglas F. Whitman
Douglas F. Whitman
Whitman Partners, L.P.
By: Whitman Capital, Inc.
General Partner
By: /s/ Douglas F. Whitman
Douglas F. Whitman
President
By: /s/ Douglas F. Whitman
Douglas F. Whitman
General Partner
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 15691320 Page 9 of 9 Pages
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Common Stock and
Exchange Commission (the "SEC") any and all statements on Schedule
13D or Schedule 13G (and any amendments or supplements thereto)
required under section 13(d) of the Common Stock Exchange Act of
1934, as amended, in connection with transactions by the undersigned
in the common stock of The Cerplex Group, Inc. For that purpose, the
undersigned hereby constitute and appoint Whitman Capital, Inc., a
California corporation, as their true and lawful agent and attorney-
in-fact, with full power and authority for and on behalf of the
undersigned to prepare or cause to be prepared, sign, file with the
SEC and furnish to any other person all certificates, instruments,
agreements and documents necessary to comply with section 13(d) and
section 16(a) of the Securities Exchange Act of 1934, as amended, in
connection with said transactions, and to do and perform every act
necessary and proper to be done incident to the exercise of the
foregoing power, as fully as the undersigned might or could do if
personally present.
DATED: July 21, 1997
Whitman Capital, Inc.
By: /s/ Douglas F. Whitman
Douglas F. Whitman
President
/s/ Douglas F. Whitman
Douglas F. Whitman
Whitman Partners, L.P.
By: Whitman Capital, Inc.
General Partner
By: /s/ Douglas F. Whitman
Douglas F. Whitman
President
By: /s/ Douglas F. Whitman
Douglas F. Whitman
General Partner
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