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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): January 30, 1998
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 92780
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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 January 30, 1998, Aurora Electronics, Inc., a Delaware
corporation ("Aurora") signed a definitive merger agreement with The Cerplex
Group, Inc., a Delaware corporation ("Cerplex"), creating one of the largest
independent companies in the parts support and services logistics market.
As a result of the merger, Cerplex would become a wholly-owned
subsidiary of Aurora, and the current equity holders of Cerplex would be
entitled to receive in a tax-free exchange approximately 25% of the
post-merger, fully-diluted common stock of Aurora, after giving effect to the
WCAS financing described below. Under the terms of the merger agreement, each
share of Cerplex common stock would convert into 1.076368 shares of Aurora
common stock.
The merger is subject to regulatory approvals and the
satisfaction of certain other conditions precedent, including securing
acceptable senior bank financing. No assurance can be given that such
conditions precedent will be achieved. The merger is expected to be completed
by the end of April 1998. Following the completion of the merger, Aurora will
change its name to The Cerplex Group, Inc. and the combined company will
operate under that name. Larry McTavish will be the Chairman and Chief
Executive Officer of the combined enterprises.
Subject to the merger, Aurora's principal stockholder, Welsh,
Carson, Anderson & Stowe VII, L.P. ("WCAS"), has agreed to provide additional
financing to Aurora in the form of $18 million of new preferred stock and $15
million of new subordinated debt, and to exchange approximately $11 million of
outstanding Aurora subordinated debt and accrued interest for $3.3 million of
new preferred stock. After giving effect to the merger and the WCAS financing,
WCAS would own approximately 69.2% of the fully-diluted common stock of Aurora.
The proceeds of the WCAS financing and the proposed new senior bank financing
would be used to repay approximately $30 million of outstanding senior bank
obligations of Cerplex. In addition, at the effective time of the merger,
approximately $18 million of outstanding subordinated notes of Cerplex, which
have been purchased by WCAS, would be cancelled and exchanged for $5.7 million
of the new subordinated notes of Aurora.
Aurora contemplates offering to all of its existing
stockholders the right to purchase a pro rata share of the new preferred stock
and new subordinated notes. The rights offering will be made only by means of
a prospectus. Any stockholder not electing to participate in this offering
would experience substantial dilution of its existing equity interest in
Aurora.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS METHOD OF FILING
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2.1 Agreement of Merger dated as of August Incorporated herein by
30, 1993, by and among Cerplex reference to Exhibit 2.1 to the
Incorporated, Diversified Manufacturing Company's Registration
Services, Inc. ("DMS"), EMServe, Inc. Statement on Form S-1 (File No.
("EMServe"), InCirT Technology 33-75004) which was declared
Incorporated ("InCirT") and Testar, Inc. effective by the Commission on
("Testar"). April 8, 1994.
2.2 Agreement and Plan of Merger dated Incorporated herein by
November 12, 1993, between The Cerplex reference to Exhibit 2.2 to the
Group Subsidiary, Inc. and Registrant Company's Registration
(conformed copy to original). 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 Incorporated herein by
Registrant with and into The Cerplex reference to Exhibit 2.2 to the
Group Subsidiary, Inc. dated as of Company's Registration
November 12, 1993. 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 Incorporated herein by
December 17, 1993 by and between Certech reference to Exhibit 2.4 to the
Technology, Inc., a wholly-owned Company's Registration
subsidiary of the Registrant ("Certech"), Statement on Form S-1 (File No.
and Spectradyne, Inc. ("Spectradyne"). 33-75004) which was declared
effective by the Commission on
April 8, 1994.
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS METHOD OF FILING
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2.5 Purchase and Sale Agreement dated as of Incorporated herein by
July 29, 1994, by and among The Cerplex reference to Exhibit 2 to the
Group, Inc., Cerplex Limited, BT Repair Form 8-K filed July 29, 1994.
Services Limited and BT.
2.6 Contract for repair, calibration and Incorporated herein by
warehousing of certain items of BT reference to Exhibit 10 to the
Equipment dated as of July 29, 1994, Form 8-K filed July 29, 1994.
among The Cerplex Group and Cerplex
Limited and BT.
2.7 Formation and Contribution Agreement Incorporated herein by
effective December 1, 1994 by and among reference to Exhibit 2.7 to the
Modcomp/Cerplex L.P., Modular Computer Company's Annual Report on Form
Systems, Inc., Cerplex Subsidiary, Inc. 10-K for the fiscal year ended
and The Cerplex Group, Inc. January 1, 1995.
2.8 Contingent Promissory Note dated December Incorporated herein by
1, 1994 issued by Modcomp/Cerplex L.P. to reference to Exhibit 2.8 to the
Modular Computer Systems, Inc. Company's Annual Report on Form
10-K for the fiscal year ended
January 1, 1995.
2.9 Limited Partnership Agreement of Incorporated herein by
Modcomp/Cerplex L.P. effective December reference to Exhibit 2.8 to the
1, 1994. Company's Annual Report on Form
10-K for the fiscal year ended
January 1, 1995.
2.10 Put/Call Option Agreement effective Incorporated herein by
December 1, 1994 by and among Cerplex reference to Exhibit 2.8 to the
Subsidiary, Inc., The Cerplex Group, Company's Annual Report on Form
Inc., Modular Computer Systems, Inc. and 10-K for the fiscal year ended
Modcomp Joint Venture Inc. January 1, 1995.
2.11 Stock Purchase Agreement dated as of June Incorporated herein by
29, 1995 by and among The Cerplex Group, reference to Exhibit 2.11 to
Inc., Tu Nguyen and Phuc Le. the Company's Quarterly Report
on Form 10-Q for the quarter
ended October 1, 1995.
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS METHOD OF FILING
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2.12 Letter Agreement dated April 5, 1996 by Incorporated herein by
and among Modular Computer Systems, Inc., reference to Exhibit 2.12 to
Modcomp Joint Venture, Inc., AEG the Company's Annual Report on
Aktiengesellschaft, the Company, Cerplex Form 10-K for the fiscal year
Subsidiary, Inc. and Modcomp/Cerplex L.P. ended December 31, 1995.
2.13 Stock Purchase Agreement dated as of May Incorporated herein by
24, 1996, by and among The Cerplex Group, reference to Exhibit 2.13 to
Inc., Cerplex Limited, Rank Xerox - The the Company's Current Report on
Document Company SA and Rank Xerox Form 8-K dated May 24, 1996.
Limited (conformed copy to original).
2.14 Contract of Warranty dated as of May 24, Incorporated herein by
1996, by and among The Cerplex Group, reference to Exhibit 2.14 to
Inc., Cerplex Limited, Rank Xerox - The the Company's Current Report on
Document Company SA and Rank Xerox Form 8-K dated May 24, 1996.
Limited (conformed copy to the original).
2.15 Supply and Services Agreement dated as of Incorporated herein by
May 24, 1996, by and among The Cerplex reference to Exhibit 2.15 to
Group, Inc., Cerplex Limited, Rank Xerox the Company's Current Report on
- The Document Company SA and Rank Xerox Form 8-K dated May 24, 1996.
Limited (conformed copy to the original).
2.16 Stock Purchase Agreement dated March 28, Incorporated herein by
1997 relating to all of the outstanding reference to Exhibit 2.13 to
stock of Peripheral Computer Support, the Company's Annual Report on
Inc. among the Company, PCS Acquisition Form 10-K for the fiscal year
Co., Inc., and Lincolnshire Equity ended December 31, 1996.
Partners, L.P.
2.17 Asset Purchase Agreement dated August 6, Incorporated herein by
1997 by and among the Company, Cerplex reference to Exhibit 2.17 to
Subsidiary, Inc., Modcomp Joint Venture, the Company's Quarterly Report
Inc., Modcomp/Cerplex L.P. and CSP Inc. on Form 10-Q for the quarter
ended June 30, 1997.
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS METHOD OF FILING
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2.18 Agreement and Plan of Merger dated as of Filed herein.
January 30, 1998 ("Merger Agreement")
among Aurora Electronics, Inc., a
Delaware corporation ("Aurora"),
Holly Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary
of Aurora ("Aurora Sub") and the Company.
4.1 Stock Purchase Agreement dated as of Incorporated herein by
November 19, 1993 by and among the reference to Exhibit 4.1 to the
Registrant, the stockholders of the Company's Registration
Registrant identified in Part A of Statement on Form S-1 (File No.
Schedule I thereto and the purchasers of 33-75004) which was declared
shares of the Registrant's Series A effective by the Commission on
Preferred Stock identified in Schedule I April 8, 1994.
thereto (including the Schedules thereto;
Exhibits omitted).
4.2 Registration Rights Agreement dated as of Incorporated herein by
November 19, 1993, by and among the reference to Exhibit 4.2 to the
Registrant, the investors listed on Company's Registration
Schedule A thereto and the security Statement on Form S-1 (File No.
holders of the Registrant listed on 33-75004) which was declared
Schedule B thereto, together with effective by the Commission on
Amendment No. 1. April 8, 1994.
4.3 Co-Sale Agreement dated as of November Incorporated herein by
19, 1993, by and among the Registrant, reference to Exhibit 4.3 to the
the managers listed on Schedule A thereto Company's Registration
and the investors listed on Schedule B Statement on Form S-1 (File No.
thereto. 33-75004) which was declared
effective by the Commission on
April 8, 1994.
4.4 Warrant Agreement dated as of November Incorporated herein by
19, 1993, by and among the Registrant and reference to Exhibit 4.4 to the
the purchasers listed in Annex 1 thereto. Company's Registration
Statement on Form S-1 (File No.
33-75004) which was declared
effective by the Commission on
April 8, 1994.
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS METHOD OF FILING
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4.5 Placement Agent Warrant Purchase Incorporated herein by
Agreement dated as of November 19, 1993, reference to Exhibit 4.5 to the
between the Registrant and Donaldson, Company's Registration
Lufkin & Jenrette Securities Corporation. Statement on Form S-1 (File No.
33-75004) which was declared
effective by the Commission on
April 8, 1994.
4.6 Observation Rights Agreement dated as of Incorporated herein by
November 19, 1993, between the Registrant reference to Exhibit 4.6 to the
and certain stock purchasers. Company's Registration
Statement on Form S-1 (File No.
33-75004) which was declared
effective by the Commission on
April 8, 1994.
4.7 Observation Rights Agreement dated as of Incorporated herein by
November 19, 1993, between the Registrant reference to Exhibit 4.7 to the
and certain note purchasers. Company's Registration
Statement on Form S-1 (File No.
33-75004) which was declared
effective by the Commission on
April 8, 1994.
4.8 Note Purchase Agreement dated as of Incorporated herein by
November 19, 1993, by and among the reference to Exhibit 4.8 to the
Registrant and The Northwestern Mutual Company's Registration
Life Insurance Company, John Hancock Statement on Form S-1 (File No.
Mutual Life Insurance, Registrant and 33-75004) which was declared
Bank of Scotland London Nominees Limited. effective by the Commission on
April 8, 1994.
4.9 Amendment No. 2 to Registration Rights Incorporated herein by
Agreement dated as of April 6, 1994, by reference to Exhibit 4.9 to the
and among the Registrant and certain of Company's Registration
its Securities holders. Statement on Form S-1 (File No.
33-75004) which was declared
effective by the Commission on
April 8, 1994.
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS METHOD OF FILING
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4.10 Amendment to Note Purchase Agreement, Incorporated herein by
dated as of October 27, 1994, by and reference to Exhibit 4.10 to
among the Company, Northwestern Mutual the Company's Annual Report on
Life Insurance Company, John Hancock Form 10-K for the fiscal year
Mutual Life Insurance Company and North ended March 31, 1995.
Atlantic Smaller Companies Trust P.L.C.
(collectively, the "Noteholders").
4.11 Waiver and Amendment Agreement dated Incorporated herein by
April 15, 1996 by and among Company, The reference to Exhibit 4.11 to
Northwestern Mutual Life Insurance the Company's Annual Report on
Company, John Hancock Mutual Life Form 10-K for the fiscal year
Insurance Company and North Atlantic ended December 31, 1995.
Smaller Companies Investment Trust PLC.
4.12 Warrant Agreement dated as of April 15, Incorporated herein by
1996 by and among Company, The reference to Exhibit 4.12 to
Northwestern Mutual Life Insurance the Company's Annual Report on
Company, John Hancock Mutual Life Form 10-K for the fiscal year
Insurance Company and North Atlantic ended December 31, 1995.
Smaller Companies Investment Trust PLC.
4.13 First Amendment to Warrant Agreement Incorporated herein by
dated April 15, 1996 by and among Company reference to Exhibit 4.13 to
and each of the holders of warrants the Company's Annual Report on
listed on Schedule A thereto, with Form 10-K for the fiscal year
respect to that certain Warrant Agreement ended December 31, 1995.
dated November 19, 1993.
4.14 First Amendment to Observation Rights Incorporated herein by
Agreement dated as of April 15, 1996 reference to Exhibit 4.14 to
between Company and certain note the Company's Annual Report on
purchasers. Form 10-K for the fiscal year
ended December 31, 1995.
4.15 Third Amendment to Registration Rights Incorporated herein by
Agreement dated as of April 15, 1996 by reference to Exhibit 4.15 to
and among Company, the investors of the Company's Annual Report on
Company listed on Schedule A thereto and Form 10-K for the fiscal year
the security holders of Company listed on ended December 31, 1995.
Schedule B thereto.
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS METHOD OF FILING
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4.16 Warrant Agreement dated April 15, 1996 by Incorporated herein by
and among Company, Wells Fargo Bank, reference to Exhibit 4.16 to
National Association, Sumitomo Bank of the Company's Annual Report on
California, BHF Bank Aktiengesellschaft Form 10-K for the fiscal year
and Comerica Bank-California. ended December 31, 1995.
4.17 Stock Purchase Agreement dated June 10, Incorporated herein by
1996 by and among the Company and the reference to Exhibit 4.17 to
investors listed on Schedule A thereto. the Company's Quarterly Report
on Form 10-Q filed August 14,
1996.
4.18 Fourth Amendment to Registration Rights Incorporated herein by
Agreement dated June 10, 1996 by and reference to Exhibit 4.18 to
among Company, the investors listed on the Company's Quarterly Report
Schedule A thereto, the security holders on Form 10-Q filed August 14,
of Company listed on Schedule B thereto, 1996.
the banks listed on Schedule C thereto
and each of the parties listed on
Schedule D thereto.
4.19 Certificate of Designation of Preferences Incorporated herein by
of Series B Preferred Stock of The reference to Exhibit 3.3 to the
Cerplex Group, Inc. Company's Quarterly Report on
Form 10-Q filed August 14,
1996.
4.20 Waiver and Amendment Agreement dated Incorporated herein by
October 31, 1996 by and among the company reference to Exhibit 4.17 to
and the Noteholders. the Company's Annual Report on
Form 10-K for the fiscal year
ended December 31, 1996.
4.21 Waiver and Amendment Agreement dated Incorporated herein by
December 9, 1996 by and among the company reference to Exhibit 4.18 to
and the Noteholders. the Company's Annual Report on
Form 10-K for the fiscal year
ended December 31, 1996.
4.22 Side Letter dated March 28, 1997 by and Incorporated herein by
among the Company and the Noteholders. reference to Exhibit 4.19 to
the Company's Annual Report on
Form 10-K for the fiscal year
ended December 31, 1996.
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS METHOD OF FILING
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4.23 Amended and Restated Note Purchase Incorporated herein by
Agreement dated April 9, 1997 by and reference to Exhibit 4.20 to
among the Company and the Noteholders. the Company's Annual Report on
Form 10-K for the fiscal year
ended December 31, 1996.
4.24 Second Amendment to Warrant Agreement Incorporated herein by
dated April 9, 1997, by and among the reference to Exhibit 4.21 to
Company and each of the holders of the Company's Annual Report on
warrants listed on Schedule A thereto, Form 10-K for the fiscal year
which Second Amendment amends the Warrant ended December 31, 1996.
Agreement dated November 19, 1993 as
amended by the First Amendment to Warrant
Agreement dated April 15, 1996.
4.25 Second Amendment to Warrant Agreement Incorporated herein by
dated April 9, 1997 by and among the reference to Exhibit 4.22 to
Company and each of the holders of the Company's Annual Report on
warrants listed on Schedule A thereto, Form 10-K for the fiscal year
which Second Amendment amends the Warrant ended December 31, 1996.
Agreement dated April 15, 1996, as
amended by a Waiver and Amendment
Agreement dated October 31, 1996.
4.26 Amended and Restated Warrant Agreement Incorporated herein by
dated April 9, 1997 by and among the reference to Exhibit 4.23 to
Company; Wells Fargo Bank, National the Company's Annual Report on
Association; BHF-Bank Aktiengesellschaft; Form 10-K for the fiscal year
and Citibank, N.A. ended December 31, 1996.
4.27 Fifth Amendment to Registration Rights Incorporated herein by
Agreement dated as of April 9, 1997 by reference to Exhibit 4.27 to
and among the Company, the investors the Company's Quarterly Report
listed on Schedule A thereto, the on Form 10-Q for the quarter
security holders of the Company listed on ended June 30, 1997.
Schedule B thereto, the banks listed on
Schedule C thereto, and the parties
listed on Schedule D thereto.
4.28 Waiver Agreement dated as of June 30, Incorporated herein by
1997 among the Company and the reference to Exhibit 4.28 to
Noteholders. the Company's Quarterly Report
on Form 10-Q for the quarter
ended June 30, 1997.
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS METHOD OF FILING
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4.29 Side letter dated July 10, 1997 by and Incorporated herein by
among the Company and the Noteholders. reference to Exhibit 4.29 to
the Company's Quarterly Report
on Form 10-Q for the quarter
ended June 30, 1997.
4.30 Side letter dated August 6, 1997 by and Incorporated herein by
among the Company and the Noteholders. reference to Exhibit 4.30 to
the Company's Quarterly Report
on Form 10-Q for the quarter
ended June 30, 1997.
4.31 Sixth Amendment to Registration Rights Incorporated herein by
Agreement dated as of August 20, 1997 by reference to Exhibit 4.31 to
and among the Company, the investors the Company's Current Report on
listed on Schedule A thereto, the Form 8-K dated August 27, 1997.
security holders of the Company listed on
Schedule B thereto, the banks listed on
Schedule C thereto, and the parties
listed on Schedule D thereto.
4.32 First Amendment Agreement dated as of Incorporated herein by
August 20, 1997, by and among the reference to Exhibit 4.32 to
Company, The Northwestern Mutual Life the Company's Current Report on
Insurance Company, John Hancock Mutual Form 8-K dated August 27, 1997.
Life Insurance Company and North Atlantic
Smaller Companies Investment Trust PLC.
4.33 Warrant Agreement dated as of August 20, Incorporated herein by
1997 by and between the Company, The reference to Exhibit 4.33 to
Northwestern Mutual Life Insurance the Company's Current Report on
Company, John Hancock Mutual Life Form 8-K dated August 27, 1997.
Insurance Company and North Atlantic
Smaller Companies Investment Trust PLC.
4.34 Third Amendment to Warrant Agreement Incorporated herein by
dated as of August 20, 1997, by and among reference to Exhibit 4.34 to
the Company and the Noteholders with the Company's Current Report on
respect to that certain Warrant Agreement Form 8-K dated August 27, 1997.
dated as of April 15, 1996 by and among
the Company and the Noteholders.
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS METHOD OF FILING
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4.35 Third Amendment to Warrant Agreement Incorporated herein by
dated as of August 20, 1997, by and among reference to Exhibit 4.35 to
the Company and the Noteholders with the Company's Current Report on
respect to that certain Warrant Agreement Form 8-K dated August 27, 1997.
dated as of November 19, 1993 by and
among the Company and the Noteholders.
4.36 Warrant Agreement dated as of August 20, Incorporated herein by
1997 by and between the Company and reference to Exhibit 4.36 to
Citibank, N.A. the Company's Current Report on
Form 8-K dated August 27, 1997.
4.37 Second Amendment to Observation Rights Incorporated herein by
Agreement dated August 20, 1997 by and reference to Exhibit 4.37 to
among the Company, the Northwestern the Company's Current Report on
Mutual Life Insurance Company and John Form 8-K dated August 27, 1997.
Hancock Mutual Life Insurance Company.
99.1 Press Release issued by Aurora and the Filed herein.
Company on February 2, 1998.
99.2 Irrevocable Proxy and Option Agreement Filed herein.
dated January 30, 1998 among the
Company and the stockholders listed
on the signature pages thereof
(Exhibit A to Merger Agreement).
99.3 Form of Affiliates Letter (Exhibit B Filed herein.
to Merger Agreement).
99.4 Stockholders Agreement dated January 30, Filed herein.
1998 between Welsh, Carson, Anderson &
Stowe VII, L.P., a Delaware limited
partnership ("WCAS"), Aurora and the
Company.
99.5 Interim Management Agreement dated Filed herein.
January 30, 1998 between the Company and
Aurora.
99.6 Securities Purchase and Exchange Filed herein.
Agreement dated January 30, 1998
("Securities Purchase and Exchange
Agreement") among Aurora, WCAS and the
other several purchasers named in Annex I
thereto and WCAS Capital Partners II, L.P.
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS METHOD OF FILING
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99.7 Form of 10% Senior Subordinated Bridge Filed herein.
Note of Aurora Electronics, Inc. as payor
(Exhibit A-1 to Securities Purchase and
Exchange Agreement).
99.8 Form of 10% Senior Subordinated Note Due Filed herein.
December 31, 2004 of Aurora Electronics,
Inc. as payor (Exhibit A-2 to Securities
Purchase and Exchange Agreement).
99.9 Form of Certificate of Designations, Filed herein.
Preferences and Rights of Senior
Cumulative Convertible Preferred Stock of
Aurora Electronics, Inc. (Exhibit B to
Securities Purchase and Exchange
Agreement).
99.10 Form of Certificate of Amendment to the Filed herein.
Restated Certificate of Incorporation of
Aurora Electronics, Inc. (Exhibit C to
Securities Purchase and Exchange
Agreement).
99.11 Amended and Restated Registration Rights Filed herein.
Agreement dated January 30, 1998 among
Aurora and the several purchasers named
in Schedules I and II thereto (Exhibit D
to Securities Purchase and Exchange
Agreement).
99.12 10% Senior Subordinated Bridge Note of Filed herein.
Aurora Electronics, Inc. as payor.
99.13 Cerplex Note Purchase Agreement dated Filed herein.
January 30, 1998 ("Note Purchase
Agreement") between the Company and
Aurora.
99.14 10% Subordinated Note Due June 30, 1998 Filed herein.
of The Cerplex Group, Inc. as payor
(Exhibit A to Note Purchase Agreement).
99.15 Forbearance and Repayment Agreement dated
January 30, 1998 by and among the
Company, Aurora and Citibank, N.A.
99.16 Seventh Amendment to Credit Agreement and Filed herein.
Limited Waiver dated January 30, 1998 by
and among the Company, the financial
institution listed on the signature page
thereof ("Lender") and Citibank, N.A., as
successor to Wells Fargo Bank, National
Association, as administrative agent for
Lender.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: February 6, 1998
THE CERPLEX GROUP, INC.
By: /s/ Robert W. Hughes
----------------------------------------
Robert W. Hughes
Senior Vice President and Chief
Financial Officer
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INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Description Page
------- ----------- ------------
2.18 Agreement and Plan of Merger dated as of
January 30, 1998 ("Merger Agreement")
among Aurora Electronics, Inc., a
Delaware corporation ("Aurora"),
Holly Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary
of Aurora ("Aurora Sub") and the Company.
99.1 Press Release issued by Aurora and the
Company on February 2, 1998.
99.2 Irrevocable Proxy and Option Agreement
dated January 30, 1998 among the
Company and the stockholders listed
on the signature pages thereof
(Exhibit A to Merger Agreement).
99.3 Form of Affiliates Letter (Exhibit B
to Merger Agreement).
99.4 Stockholders Agreement dated January 30,
1998 between Welsh, Carson, Anderson &
Stowe VII, L.P. a Delaware limited
partnership ("WCAS"), Aurora and the
Company.
99.5 Interim Management Agreement dated
January 30, 1998 between the Company and
Aurora.
99.6 Securities Purchase and Exchange
Agreement dated January 30, 1998
("Securities Purchase and Exchange
Agreement") among Aurora, WCAS and the
other several purchasers named in Annex I
thereto and WCAS Capital Partners II, L.P.
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16
Sequentially
Numbered
Exhibit Description Page
------- ----------- ------------
99.7 Form of 10% Senior Subordinated Bridge
Note of Aurora Electronics, Inc. as payor
(Exhibit A-1 to Securities Purchase and
Exchange Agreement).
99.8 Form of 10% Senior Subordinated Note Due
December 31, 2004 of Aurora Electronics,
Inc. as payor (Exhibit A-2 to Securities
Purchase and Exchange Agreement).
99.9 Form of Certificate of Designations,
Preferences and Rights of Senior
Cumulative Convertible Preferred Stock of
Aurora Electronics, Inc. (Exhibit B to
Securities Purchase and Exchange
Agreement).
99.10 Form of Certificate of Amendment to the
Restated Certificate of Incorporation of
Aurora Electronics, Inc. (Exhibit C to
Securities Purchase and Exchange
Agreement).
99.11 Amended and Restated Registration Rights
Agreement dated January 30, 1998 among
Aurora and the several purchasers named
in Schedules I and II thereto (Exhibit D
to Securities Purchase and Exchange
Agreement).
99.12 10% Senior Subordinated Bridge Note of
Aurora Electronics, Inc. as payor.
99.13 Cerplex Note Purchase Agreement dated
January 30, 1998 ("Note Purchase
Agreement") between the Company and
Aurora.
99.14 10% Subordinated Note Due June 30, 1998
of The Cerplex Group, Inc. as payor
(Exhibit A to Note Purchase Agreement).
99.15 Forbearance and Repayment Agreement dated
January 30, 1998 by and among the
Company, Aurora and Citibank, N.A.
99.16 Seventh Amendment to Credit Agreement and
Limited Waiver dated January 30, 1998 by
and among the Company, the financial
institution listed on the signature page
thereof ("Lender") and Citibank, N.A., as
successor to Wells Fargo Bank, National
Association, as administrative agent for
Lender.
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