<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE CERPLEX GROUP, INC.
(Name of Issuer)
COMMON STOCK
$.001 PAR VALUE
(Title of Class of Securities)
156913204
(CUSIP Number)
William A. Klein
c/o The Cerplex Group, Inc.
1382 Bell Avenue
Tustin, California 92680
Tel. No.: (714) 258-5600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
April 4, 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 statement because of Rule 13d-1(b)(3) or (4), check the
following: [ ]
- ---------------
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).
Exhibit Index at Page 12
Page 1 of 13
<PAGE> 2
SCHEDULE 13D
================================================================================
CUSIP No. 156913 20 4 Page 2 of 13 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William A. Klein
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 8,654,281 shares
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 0
PERSON WITH -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
8,654,281 shares
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,654,281
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.5% - See Item 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 13
<PAGE> 3
SCHEDULE 13D
================================================================================
CUSIP No. 156913 20 4 Page 3 of 13 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carolyn Klein
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 8,654,281 shares
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 0
PERSON WITH -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
8,654,281 shares
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,654,281
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.5% - See Item 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 13
<PAGE> 4
SCHEDULE 13D
================================================================================
CUSIP No. 156913 20 4 Page 4 of 13 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Klein Investments Family Limited Partnership
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,442,599 shares
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 0
PERSON WITH -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,442,599 shares
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,442,599
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2% - See Item 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 13
<PAGE> 5
SCHEDULE 13D
================================================================================
CUSIP No. 156913 20 4 Page 5 of 13 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Klein 1994 Charitable Remainder Unitrust
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,271,299 shares
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 0
PERSON WITH -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,271,299 shares
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,271,299
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2% - See Item 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 13
<PAGE> 6
Item 1. Security and Issuer.
This Statement relates to the common stock, par value
$0.001 per share (the "Common Stock"), of The Cerplex Group, Inc., a Delaware
corporation (the "Company"), including shares of Common Stock issued or issuable
upon conversion of Series B Preferred Stock (the "Series B Stock"), which are
beneficially owned by the Reporting Persons (as defined in Item 2 below). In
accordance with Rule 13d-3(d)(1)(i) promulgated under the Act, these shares of
Common Stock have been treated, for the purposes of this filing, as Common Stock
beneficially owned by the Reporting Persons (as defined in Item 2 below).
The Company's principal executive offices are located at
1382 Bell Avenue, Tustin, CA 92680.
The information set forth in the Exhibits hereto is hereby
expressly incorporated herein by reference and the responses to each item of
this Schedule 13D are qualified in their entirety by the provisions of such
Exhibits.
Page 6 of 13
<PAGE> 7
Item 2. Identity and Background.
This Schedule 13D is being filed jointly on behalf of
the following persons (collectively, the "Reporting Persons"): (1) William A.
Klein, a natural person, (2) Carolyn Klein, a natural person (hereinafter
collectively called "Klein"), (3) William A. Klein and Carolyn Klein as General
Partners of the Klein Investments Family Limited Partnership, a California
limited partnership ("Klein Partnership"); and (4) William A. Klein and Carolyn
Klein, as Trustees of the Klein 1994 Charitable Remainder Unitrust, a California
trust ("Klein Trust"). This Schedule 13D is filed on behalf of the Klein Trust,
the Klein Partnership and the Klein Foundation, a California trust ("Klein
Foundation") to the extent that such filings may be required.
William A. Klein is a natural person and a citizen of the
United States. Klein's business address is 1382 Bell Avenue, Tustin, CA 92680.
Mr. Klein's principal occupation or employment is as the Chairman of the Board
of Directors of the Company. The principal business of the Company is
providing computer programming, data processing and similar services. The
principal business address of the Company is 1382 Bell Avenue, Tustin,
California 92680.
Carolyn Klein is a natural person and a citizen of the United
States. Klein's business address is c/o William A. Klein, 1382 Bell Avenue,
Tustin, CA 92680. Mrs. Klein's principal occupation is as an attorney,
presently in an inactive status.
The Klein Partnership is a California limited partnership
formed to make investments. Klein is the general partner of the Klein
Partnership and makes all of the investment and voting decisions on the
part of Klein Partnership. The address of the principal business and
principal office of Klein Partnership is c/o William A. Klein, 1382 Bell
Avenue, Tustin, California 92680.
The Klein Trust is a California trust formed for purposes of
estate planning for Klein and for charitable purposes. Klein is a trustee of
the Klein Trust and exercises all voting rights and dispositive powers with
respect to the shares of stock beneficially owned by Klein Trust. The
address of the principal business and principal office of Klein Trust is c/o
William A. Klein, 1382 Bell Avenue, Tustin, California 92680.
The Klein Foundation is a California trust formed for
purposes of charitable giving. Klein, as trustees of the Klein Foundation,
each exercises all voting rights and dispositive powers with respect to the
shares of stock beneficially owned by Klein Trust. The address of the
principal business and principal office of Klein Foundation is c/o William
A. Klein, 1382 Bell Avenue, Tustin, California 92680.
During the past five (5) years none of the Reporting
Persons has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) 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 judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to United States federal or state securities
laws or finding any violation with respect to such laws.
Page 7 of 13
<PAGE> 8
Item 3. Source and Amount of Funds or Other Consideration.
On April 4, 1997, the Klein Trust and the Klein Partnership
consummated a private purchase of an aggregate of 750 shares of outstanding
Series B Preferred Stock (the "Series B Stock"). The Series B Stock was
converted into Common Stock upon the consummation of the purchase described
above. The Series B Preferred Stock was convertible on the terms of the
Certificate of Designation of Preferences of Series B Preferred Stock of The
Cerplex Group, Inc., dated June 7, 1996 (the "Series B Certificate of
Designation").
The Series B Stock was sold by the purchasers at a purchase
price of $1000.00 per share. With personal funds, Klein Trust purchased 250
shares of the Series B Stock from Whitman Partners, LP, and Klein Partnership
purchased 427 shares from Scorpion Offshore Investment Fund, 32 shares from
Common Fund Equity Fund, 25 shares from Chestnut Pacific Ltd. Partners, and 16
shares from The & Trust. Each such share of the Series B Stock was converted
into shares of Common Stock as follows: the Klein Trust, which prior to the
transaction already held 50,000 shares was issued an additional 1,221,299 shares
of Common Stock and the Klein Partnership was issued an 2,442,599 shares of
Common Stock. The conversion price ($0.2047) was determined at 80% of a ten-day
average closing bid price for the Common Stock on the over-the-counter market
for the period ended 3 days prior to the conversion of the Series B Preferred
Stock.
Attached hereto as Exhibit 99.1 is the Agreement for Purchase
and Sale of Stock dated as of April 1, 1997, between The Klein Trust and
Whitman Partners, LP.
Attached hereto as Exhibit 99.2 is the Agreement for
Purchase and Sale of Stock dated as of April 1, 1997, between The Klein
Partnership and Scorpion Offshore Investment Fund. The Klein Partnership also
entered into agreements of substantially identical tenor (except the number of
shares) with, respectively, The Common Fund Equity Fund, Chestnut Pacific Ltd.
Partners, and The & Trust. The amounts purchased from each such fund are set
forth in Item 3.
Page 8 of 13
<PAGE> 9
Item 4. Purpose of Transaction.
The Klein Partnership and Klein Trust acquired 750 shares
of Series B Preferred Stock and converted all of it into shares of Common Stock.
The Series B Preferred Stock purchased by each of them and the Common Stock
received upon conversion of the Series B Preferred Stock were purchased by them
solely for investment purposes. Depending on market and other conditions, each
of them, in the ordinary course of its investment activities, may acquire
additional shares of Common Stock for investment purposes, as applicable, if
such shares become available at prices that are attractive to either, or may
dispose of all or a portion of the shares of Common Stock that they currently
own or hereafter acquire. In addition, any of the other Reporting Persons may
acquire shares of Common Stock for investment purposes. Any of the Reporting
Persons may from time to time consider and act upon plans or proposals which
relate to or result in the actions described in the instructions to Item 4 of
Schedule 13D.
In connection with the purchase, the sellers assigned to each
respective purchaser the registration rights provisions contained in the
Registration Rights Agreement dated as of November 13, 1993, among the Company
and the purchasers of the Series B Stock, as amended (the "Registration Rights
Agreement"). As indicated above, 750 shares of Series B Stock were converted
into Common Stock, and purchase of the Series B Stock included the rights to
register shares of Common Stock issuable upon conversion. The Registration
Rights Agreement and Amendments are incorporated herein by reference as Exhibit
99.5.
Item 5. Interest in the Securities of the Issuer.
Mr. Klein may be deemed to be the beneficial owner of the
4,760,383 shares of Common Stock owned directly by William A. Klein, as well as
the 180,000 shares of Common Stock owned by the Klein Foundation, the 1,271,299
shares of Common Stock held by the Klein Trust, and the 2,442,599 shares of
Common Stock held by the Klein Partnership. Mr. Klein disclaims beneficial
ownership as to the shares held by the Klein Foundation or the Klein Trust
(except to the extent of his pecuniary interest as a beneficiary or the Klein
Trust). William A. Klein has the sole power to vote and the sole power to
dispose of the shares of Common Stock owned directly by him.
Mrs. Klein may be deemed to be the beneficial owner of the
4,760,383 shares of Common Stock owned directly by William A. Klein, as well as
the 180,000 shares of Common Stock owned by the Klein Foundation, the 1,271,299
shares of Common Stock held by the Klein Trust, and the 2,442,599 shares of
Common Stock held by the Klein Partnership. Mrs. Klein disclaims beneficial
ownership as to the shares held by the Klein Foundation or the Klein Trust
(except to the extent of her pecuniary interest as a beneficiary or the Klein
Trust).
Page 9 of 13
<PAGE> 10
The Klein Trust may be deemed to be the beneficial owner of
the 1,271,299 shares of Common Stock owned directly by it, or any of the
7,382,982 other shares of Common Stock beneficially owned by Klein and/or the
other entities, as described above. The 1,271,299 shares owned by the Klein
Trust and the 7,382,982 shares owned by Mr. Klein and the other entities with
which he is affiliated represent approximately 6.2% and 36.3% of the Company's
outstanding Common Stock, respectively, or 42.5% in the aggregate. As trustee
of the Klein Trust, William A. Klein has the sole power to vote and the sole
power to dispose of the shares of Common Stock owned directly by it.
The Klein Foundation may be deemed to be the beneficial
owner of the 180,000 shares of Common Stock owned directly by it, or any of
the 8,474,281 other shares of Common Stock beneficially owned by Klein and/or
the other entities, as described above. The 180,000 shares owned by the Klein
Foundation and the 8,474,281 shares owned by Mr. Klein and the other entities
with which he is affiliated represent approximately 0.9% and 41.6% of the
Company's outstanding Common Stock, respectively, or 42.5% in the aggregate.
As trustee of the Klein Foundation, Klein has the sole power to vote and the
sole power to dispose of the shares of Common Stock owned directly by it.
The Klein Partnership may be deemed to be the beneficial
owner of the 2,442,599 shares of Common Stock owned directly by it, or any of
the 6,211,682 other shares of Common Stock beneficially owned by Klein and/or
the other entities, as described above. The 2,442,599 shares owned by the
Klein Partnership and the 6,211,682 shares owned by Mr. Klein and the other
entities with which he is affiliated represent approximately 12.0% and 30.5% of
the Company's outstanding Common Stock, respectively, or 42.5% in the
aggregate. As general partner of the Klein Partnership, Klein has the sole
power to vote and the sole power to dispose of the shares of Common Stock
owned directly by it.
The Reporting Persons, in the aggregate, may be deemed
to beneficially own 8,654,281 shares of Common Stock or approximately 42.5% of
the outstanding Common Stock.
The percentage of outstanding shares of Common Stock
reported as beneficially owned by each Reporting Person herein on the date
hereof is based upon the 16,696,905 shares of Common Stock outstanding as
of March 25, 1997, based upon information furnished on behalf of the
Company, plus the 3,663,898 newly issued shares of Common Stock acquired by the
Klein Trust and the Klein Partnership as described above.
Page 10 of 13
<PAGE> 11
Except as disclosed above, no transactions in the
Common Stock, the Series B Stock or options or warrants to acquire Common
Stock have been effected since February 10, 1997 by the Reporting Persons,
or any other person controlling the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The Klein Partnership and the Klein Trust are parties,
respectively, to Agreements for Purchase and Sale of Stock attached hereto as
Exhibits 99.1 and 99.2, and described elsewhere herein. The agreements include
provisions granting the purchasers certain first refusal rights to acquire
additional shares from the sellers in the event that such sellers intend to
sell additional shares of Series B Stock during a specified time period.
The purchasers of the Series B Stock (including successors
and assigns) agreed to certain restrictions with respect to the transfer
of their shares and were granted registration rights pursuant to certain
provisions in the Registration Rights Agreement. The registration Rights
Agreement as amended is incorporated herein by reference as Exhibit 99.5.
The Company originally issued its Series B Preferred Stock
pursuant to the Stock Purchase Agreement dated June 10, 1996 incorporated by
reference herein as Exhibit 99.3. The terms of the Series B Preferred Stock
are provided in the Certificate of Designation of Series B Preferred Stock
incorporated by reference herein as Exhibit 99.4.
Except for the agreements described in this Item 6 and
the relationships described in Item 2 above, to the best knowledge of the
Reporting Persons, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the persons enumerated in Item 2
above, and any other person, with respect to any securities of the Company,
including, but not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Page 11 of 13
<PAGE> 12
Item 7. Material to be filed as Exhibits.
Exhibit 99.1: Agreement for Purchase and Sale of Stock dated April
dated April 1, 1997 between William A. Klein, Trustee of
the Klein 1994 Charitable Remainder Unitrust and Whitman
Partners, LP regarding 250 shares of Series B Preferred
Stock.)
Exhibit 99.2: Agreement for Purchase and Sale of Stock dated April
1, 1997 between Klein Investments Family Limited
Partnership and Scorpion Offshore Investment Fund
regarding 427 shares of Series B Preferred Stock.
(Agreements in substantially identical form with other
sellers are omitted, under which Klein Partnership
purchased 32 shares from Common Fund Equity Fund, 25
shares from Chestnut Pacific Ltd. Partners, and 16
shares from The & Trust.)
Exhibit 99.3: The Stock Purchase Agreement dated June 10, 1996 by and
among the Company and the investors listed on Schedule A
thereto(relating to the original issuance of the Series
B Preferred Stock) incorporated by reference to Exhibit
4.17 to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended August 31, 1996.
Exhibit 99.4: The Certificate of Designation of Series B Preferred
Stock incorporated by reference to Exhibit 3.3 to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended August 31, 1996.
Exhibit 99.5: Registration Rights Agreement, and Amendment No. 1 to
the Registration Rights Agreement incorporated by
reference to Exhibit 4.2 to the Company's Form S-1
(Registration No. 33-75004) declared effective April 8,
1994, and Amendment No. 2 to Registration Rights
Agreement dated as of April 6, 1994 incorporated by
reference to Exhibit 4.9 to said Form S-1, and Third
Amendment to Registration Rights Agreement dated as of
April 15, 1996, incorporated by reference to
Exhibit 4.15 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, Fourth
Amendment to Registration Rights Agreement dated June
10, 1996, incorporated herein by reference to Exhibit
4.18 of the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended August 31, 1996.
Exhibit 99.6: Power of Attorney.
Exhibit 99.7: Joint Filing Agreement.
Page 12 of 13
<PAGE> 13
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the information set forth in this statement is true,
complete and correct.
Dated: April 11, 1997
/s/ WILLIAM A. KLEIN
-----------------------------------
William A. Klein, an individual
and as General Partner of the
Klein Investments Family Limited
Partnership and as Trustee of
the Klein 1994 Charitable
Remainder Unitrust
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the information set forth in this statement is true,
complete and correct.
Dated: April 11, 1997
/s/ CAROLYN KLEIN*
-----------------------------------
Carolyn Klein, an individual
and as General Partner of the
Klein Investments Family Limited
Partnership and as Trustee of
the Klein 1994 Charitable
Remainder Unitrust
*By: /s/ WILLIAM A. KLEIN
--------------------------
William A. Klein,
Attorney-in-Fact
Page 13 of 13
<PAGE> 1
EXHIBIT 99.1
THE SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK REFERRED TO HEREIN HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR QUALIFIED UNDER ANY STATE
SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS THEREFROM. THE SHARES MAY BE
ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR
RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED OR OFFERED TO BE SO TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND QUALIFICATION
UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO
THE CERPLEX GROUP THAT SUCH TRANSACTION SHALL NOT VIOLATE ANY FEDERAL OR STATE
SECURITIES LAWS.
AGREEMENT FOR PURCHASE AND SALE OF STOCK
THIS AGREEMENT for Purchase and Sale of Stock is made this 1st day of
April, 1997, by and between WILLIAM A. KLEIN, TRUSTEE of the KLEIN 1994
CHARITABLE REMAINDER UNITRUST (the "Buyer") and WHITMAN PARTNERS, L.P. (the
"Seller").
W I T N E S S E T H:
WHEREAS, the Buyer desires to purchase and the Seller desires to sell
an aggregate of Two Hundred Fifty (250) shares of Series B Convertible Preferred
Stock (the "Stock") of The Cerplex Group, a Delaware corporation (the
"Company"), on the terms set forth below; and
WHEREAS, the Seller desires to grant Buyer the first right to
purchase any additional shares of Series B Convertible Preferred Stock of the
Company, which the Seller desires to sell during the first nine (9) months from
the date of this Agreement, on the terms set forth below.
NOW, THEREFORE, in consideration of the terms, covenants and
conditions hereinafter set forth, the parties agree as follows:
1. Purchase and Sale. The Buyer hereby irrevocably purchases from the
Seller the Stock for an aggregate purchase price of Two Hundred Fifty Thousand
Dollars ($250,000). The Seller acknowledges that upon receipt of the full
purchase price the Seller will transmit to the Buyer
<PAGE> 2
certificates evidencing the Stock. The sale and transfer of the Stock hereunder
includes all of the rights and obligations pertaining to such Stock and to the
holder thereof under the Stock Purchase Agreement dated as of June 10, 1996 by
and among the Company, the Seller and the other shareholders signatory thereto
(the "Original Purchase Agreement").
2. Right of First Refusal. The Seller shall be entitled to convert
into Common Stock of the Company, free of any right of first refusal under this
Section 2, any or all of the shares of Series B Convertible Preferred Stock
which Seller will hold after completing the transaction described in this
Agreement ("Seller's Remaining Shares"). The Seller shall be entitled to sell at
any time hereafter, free of the right of first refusal set forth in this Section
2, an aggregate of 832 shares of Seller's Remaining Shares, comprising 416 of
Seller's Remaining Shares which Seller may sell prior to notifying Buyer of the
right of first refusal set forth in this Section 2 plus the last 416 of Seller's
Remaining Shares which Seller may sell after notifying Buyer as to 250 of
Seller's Remaining Shares being subject to the right of first refusal. If and to
the extent that, at any time or from time to time during the first nine (9)
months from the date of execution of this Agreement, the Seller desires to sell
shares of Series B Convertible Preferred Stock cumulatively exceeding the first
416 of Seller's Remaining Shares which Seller may sell as stated in the
preceding sentence, and Seller has received an offer to purchase any or all of
such shares, Seller shall deliver to Buyer a written notice specifying the
material terms of the proposed sale of those shares exceeding the first 416
shares and only to the extent of up to 250 shares in the aggregate. Such notice
will include the number of such shares proposed to be sold and the price per
share offered by the proposed purchaser. The Buyer shall have the first right to
purchase from Seller any part or all of such 250 shares in the aggregate which
the Seller proposes to sell as described in the written notice. The Buyer's
right shall be exercisable within, and shall expire upon the close of, either
(a) the 20 business day period commencing on the date of delivery of the written
notice if the proposed purchaser has publicly announced an intention to affect
or influence the control of the Company unless such proposed purchaser's
intentions are unanimously approved by the Company's Board of Directors, or (b),
in all other cases, the 10 business day period commencing on the date of
delivery of the written notice. During the 9-month period described above and
after an aggregate of 250 shares have been subject to Buyer's right of first
refusal as described above, the last 416 of Seller's Remaining Shares may be
sold free of the right of first refusal described in this Section 2.
3. Representations of the Seller. The Seller hereby represents and
warrants that:
(a) The Stock is free and clear of liens and claims created by or
under the Seller.
(b) The Seller has full power and authority to execute, deliver
and perform this Agreement and no further action is necessary on the part of the
Seller to make this Agreement a valid, binding and legally enforceable
obligation of Seller, in accordance with its terms, except as enforcement of
this Agreement may be limited by the bankruptcy laws, laws affecting creditors'
rights generally and equitable principles to the extent they limit the
availability of equitable remedies such as specific performance. No consent,
approval or agreement of any other party is required to be obtained by the
Seller in connection with the execution, delivery or performance of this
Agreement.
(c) The Seller has complied with the applicable terms and
provisions of the Original Purchase Agreement by and among the Company, the
Seller and the other shareholders signatory thereto.
2
<PAGE> 3
(d) The Seller represents that the Seller has such knowledge and
experience in financial and business matters such that it is capable of
evaluating the merit of the sale of the Stock and the grant of the right of
first refusal hereunder.
4. Representations of the Buyer. The Buyer hereby represents and
warrants that:
(a) The Buyer hereby makes all of the representations and
warranties set forth in Section 4 of the Original Purchase Agreement.
(b) The Buyer has obtained all requisite consents, if any, to the
transactions contemplated by this Agreement, and that he has all requisite
authority to enter into this Agreement and to carry out the provisions hereof.
(c) The Buyer has notified the Company of Buyer's proposed
purchase of the Stock, and Buyer's affiliation with William A. Klein in his
individual capacity and not as a director of the Company, and the Company has
neither objected to the proposed transaction nor expressed an interest in
purchasing the Stock itself.
(d) The Buyer is acquiring the Stock for his own account, for
investment and not with a view to distribution thereof; and the Stock will not
be sold or distributed in violation of any applicable federal or state
securities law or the rules or regulations thereunder.
(e) The Buyer understands that the Stock has not been registered
under the securities laws of the State of California or in the United States, or
otherwise, that such Stock is not freely transferable and that the share
certificates evidencing the Stock delivered by the Seller will bear a legend to
that effect.
5. Joinder in Registration Rights Agreement. Buyer hereby agrees to
be bound by and subject to the terms and conditions of the Registration Rights
Agreement, by and among the Company and the various signatories thereto, dated
November 13, 1993, as amended, including, without limitation, the provisions of
Section 1.15, as amended, thereto.
6. Releases. Each of the parties releases and discharges the other
from all claims of liability, losses, damages, costs or expenses arising from
the purchase and ownership of the Stock, any actions taken by the Company's
Board of Directors or the sale of the Stock to and by the Seller. The parties
acknowledge that there can be no assurances concerning any future increase or
decrease in the value of the Stock. The Seller acknowledges that the Seller is
aware that the Buyer is the Chairman of the Board of the Company and that the
Buyer may be in possession of information concerning the Company's business,
operations, finances and prospects not generally known to the public. The Seller
acknowledges that it has had access to all information that it has requested
concerning the Company's affairs, and is familiar with all information
concerning the Company as disclosed to the public and/or analysts following the
Company. To the extent permissible by law, the parties waive all rights under
Rule 10b-5 of the Securities Exchange Act of 1934, as amended, and all similar
state laws or regulations concerning disclosure which may be required in
connection with the purchase and sale of securities.
3
<PAGE> 4
7. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which,
taken together, shall constitute one and the same agreement.
8. Governing Law. This Agreement shall be governed by, construed in
accordance with and enforced under the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first written above.
"Seller"
WHITMAN PARTNERS, L.P.
By: /s/ DOUGLAS F. WHITMAN
---------------------------
Name: Douglas F. Whitman
Title: General Partner
"Buyer"
By: /s/ WILLIAM A. KLEIN
-----------------------------
William A. Klein, Trustee
Federal Tax I.D. No. 33-6157471
4
<PAGE> 1
EXHIBIT 99.2
THE SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK REFERRED TO HEREIN HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR QUALIFIED UNDER ANY STATE
SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS THEREFROM. THE SHARES MAY BE
ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR
RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED OR OFFERED TO BE SO TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND QUALIFICATION
UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO
THE CERPLEX GROUP THAT SUCH TRANSACTION SHALL NOT VIOLATE ANY FEDERAL OR STATE
SECURITIES LAWS.
AGREEMENT FOR PURCHASE AND SALE OF STOCK
THIS AGREEMENT for Purchase and Sale of Stock is made this 1st day of
April, 1997, by and between KLEIN INVESTMENTS FAMILY LIMITED PARTNERSHIP (the
"Buyer") and SCORPION OFFSHORE INVESTMENT FUND (the "Seller").
W I T N E S S E T H:
WHEREAS, the Buyer desires to purchase and the Seller desires to sell
an aggregate of Four Hundred Twenty-seven (427) shares of Series B Convertible
Preferred Stock (the "Stock") of The Cerplex Group, a Delaware corporation (the
"Company"), on the terms set forth below; and
WHEREAS, the Seller desires to grant Buyer the first right to
purchase any additional shares of Series B Convertible Preferred Stock of the
Company, which the Seller desires to sell during the first nine (9) months from
the date of this Agreement, on the terms set forth below.
NOW, THEREFORE, in consideration of the terms, covenants and
conditions hereinafter set forth, the parties agree as follows:
1. Purchase and Sale. The Buyer hereby irrevocably purchases from the
Seller the Stock for an aggregate purchase price of Four Hundred Twenty-seven
Thousand Dollars ($427,000). The Seller acknowledges that upon receipt of the
full purchase price the Seller will transmit to the Buyer certificates
evidencing the Stock. The sale and transfer of the Stock hereunder includes all
of the rights and obligations pertaining to such Stock and to the holder thereof
under the Stock Purchase Agreement dated as of June 10, 1996 by and among the
Company, the Seller and the other shareholders signatory thereto (the "Original
Purchase Agreement").
2. Right of First Refusal. If the Seller desires to sell any
additional shares of Series B Convertible Preferred Stock, at any time during
the first nine (9) months from the date of execution of this Agreement, and such
Seller has received an offer to purchase such shares, such Seller shall deliver
to Buyer a written notice specifying the material terms of the proposed sale,
including the number of shares proposed to be sold and the price per share
offered by the proposed purchaser. The Buyer shall have the first right to
purchase from Seller any part or all of the shares which the Seller proposes to
sell
<PAGE> 2
as described in the written notice. The Buyer's right shall be exercisable
within, and shall expire upon the close of, the 20 business day period
commencing on the date of delivery of the written notice.
3. Representations of the Seller. The Seller hereby
represents and warrants that:
(a) The Stock is free and clear of liens and claims created by or
under the Seller.
(b) The Seller has full power and authority to execute, deliver
and perform this Agreement and no further action is necessary on the part of the
Seller to make this Agreement a valid, binding and legally enforceable
obligation of Seller, in accordance with its terms, except as enforcement of
this Agreement may be limited by the bankruptcy laws, laws affecting creditors'
rights generally and equitable principles to the extent they limit the
availability of equitable remedies such as specific performance. No consent,
approval or agreement of any other party is required to be obtained by the
Seller in connection with the execution, delivery or performance of this
Agreement.
(c) The Seller has complied with the applicable terms and
provisions of the Original Purchase Agreement by and among the Company, the
Seller and the other shareholders signatory thereto.
(d) The Seller represents that the Seller has such knowledge and
experience in financial and business matters such that it is capable of
evaluating the merit of the sale of the Stock and the grant of the right of
first refusal hereunder.
4. Representations of the Buyer. The Buyer hereby represents and
warrants that:
(a) The Buyer hereby makes all of the representations and
warranties set forth in Section 4 of the Original Purchase Agreement.
(b) The Buyer has obtained all requisite consents, if any, to the
transactions contemplated by this Agreement, and that he has all requisite
authority to enter into this Agreement and to carry out the provisions hereof.
(c) The Buyer has notified the Company of Buyer's proposed
purchase of the Stock, and Buyer's affiliation with William A. Klein in his
individual capacity and not as a director of the Company, and the Company has
neither objected to the proposed transaction nor expressed an interest in
purchasing the Stock itself.
(d) The Buyer is acquiring the Stock for his own account, for
investment and not with a view to distribution thereof; and the Stock will not
be sold or distributed in violation of any applicable federal or state
securities law or the rules or regulations thereunder.
(e) The Buyer understands that the Stock has not been registered
under the securities laws of the State of California or in the United States, or
otherwise, that such Stock is not freely transferable and that the share
certificates evidencing the Stock delivered by the Seller will bear a legend to
that effect.
5. Joinder in Registration Rights Agreement. Buyer hereby agrees to
be bound by and subject to the terms and conditions of the Registration Rights
Agreement, by and among the Company
2
<PAGE> 3
and the various signatories thereto, dated November 13, 1993, as amended,
including, without limitation, the provisions of Section 1.15, as amended,
thereto.
6. Releases. Each of the parties releases and discharges the other
from all claims of liability, losses, damages, costs or expenses arising from
the purchase and ownership of the Stock, any actions taken by the Company's
Board of Directors or the sale of the Stock to and by the Seller. The parties
acknowledge that there can be no assurances concerning any future increase or
decrease in the value of the Stock. The Seller acknowledges that the Seller is
aware that the Buyer is the Chairman of the Board of the Company and that the
Buyer may be in possession of information concerning the Company's business,
operations, finances and prospects not generally known to the public. The Seller
acknowledges that it has had access to all information that it has requested
concerning the Company's affairs, and is familiar with all information
concerning the Company as disclosed to the public and/or analysts following the
Company. To the extent permissible by law, the parties waive all rights under
Rule 10b-5 of the Securities Exchange Act of 1934, as amended, and all similar
state laws or regulations concerning disclosure which may be required in
connection with the purchase and sale of securities.
7. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of
which, taken together, shall constitute one and the same agreement.
8. Governing Law. This Agreement shall be governed by, construed in
accordance with and enforced under the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first written above.
"Seller"
SCORPION OFFSHORE INVESTMENT FUND
By: /s/ RALPH J. LONG, JR.
---------------------------------------
Name: Ralph J. Long, Jr.
Title: CFO of Standard Pacific Capital
"Buyer"
KLEIN INVESTMENTS FAMILY LIMITED PARTNERSHIP
By: /s/ WILLIAM A. KLEIN
---------------------------------------
William A. Klein, General Partner
Federal Tax I.D. No. 33-0734680
3
<PAGE> 1
EXHIBIT 99.6
POWER OF ATTORNEY
Carolyn Klein, individually and as a Trustee of the Klein 1994
Charitable Remainder Unitrust, a California trust; as a Trustee of the Klein
Foundation, a California trust; and as a General Partner of the Klein
Investments Family Limited Partnership, hereby constitutes and appoints William
A. Klein, acting singly, as the true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for the undersigned and in the
name, place and stead of the undersigned, in any and all capacities, to execute
for and on behalf of the undersigned, all Schedules 13D and Schedules 13G as
required by the Securities Exchange Act of 1934, as amended, and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
the issuer and relevant stock exchanges (individually, each a "Filing"). The
Trustee hereby grants to such attorneys-in-fact and agents of the Trustee 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 the Trustee might
or could, and hereby ratifies and confirms all that said attorneys-in-fact and
agents of the Trustee or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing
attorneys-in-fact and agents of the Trustee, in serving in such capacity at the
request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 13(d) of the Securities Exchange Act of
1934.
The powers hereby conferred upon the said attorneys-in-fact
and agents shall continue in force until notice of the revocation of this Power
of Attorney has been received by the said attorneys-in-fact and agents of the
Trustee.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
this Power of Attorney this 11th day of April, 1997.
By: /s/ CAROLYN KLEIN
----------------------------------
Name: Carolyn Klein, an individual
<PAGE> 1
EXHIBIT 99.7
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934, as amended (the "Act"), each of the persons named below
agrees to the joint filing of a Statement on Schedule 13D (including amendments
thereto) with respect to the common stock, par value $0.001 per share, of The
Cerplex Group, Inc. and further agrees that this Joint Filing Agreement be
included as an exhibit to such filings provided that, as contemplated by Rule
13d-1(f)(1)(ii) under the Act, no person shall be responsible for the
completeness or accuracy of the information concerning the other persons making
the filing, unless such person knows or has reason to believe that such
information is inaccurate. This Joint Filing may be executed in any number of
counterparts, all of which together shall constitute one and the same
instrument.
Date: April 11, 1997
By: /s/ WILLIAM A. KLEIN
-----------------------------------
William A. Klein, an individual
and as General Partner of the
Klein Investments Family Limited
Partnership and as Trustee of
the Klein 1994 Charitable
Remainder Unitrust
By: /s/ CAROLYN KLEIN
-----------------------------------
Carolyn Klein, an individual
and as General Partner of the
Klein Investments Family Limited
Partnership and as Trustee of
the Klein 1994 Charitable
Remainder Unitrust
