<PAGE>   1

                                                                    EXHIBIT 4.19


                           CERTIFICATE OF ELIMINATION

                                       OF

                           CONVERTIBLE PREFERRED STOCK

                                       OF

                             THE CERPLEX GROUP, INC.

                         -------------------------------

                        Pursuant to Section 151(g) of the
                General Corporation Law of the State of Delaware

                         -------------------------------


               THE CERPLEX GROUP, INC., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), hereby certifies
that, pursuant to authority vested in the Board of Directors of the Corporation
by Article Fourth of the Restated Certificate of Incorporation, as amended, of
the Corporation, the following resolutions were duly adopted by the vote of a
majority of the Board of Directors of the Corporation in attendance at a meeting
on November 4, 1998 at which a quorum was present.

               Elimination of Convertible Preferred Stock
               ------------------------------------------

               WHEREAS, no shares of the series of the Corporation's Preferred
Stock designated as Convertible Preferred Stock, $.01 par value ("Convertible
Preferred Stock"), are outstanding;

               WHEREAS, the Board of Directors of the Corporation desires that
no such shares will be issued subject to the certificate of designations,
preferences and rights previously filed with respect to such series of Preferred
Stock; and

               WHEREAS, the Board of Directors of the Corporation desires to
eliminate from the Certificate of Incorporation of the Corporation all matters
set forth in such certificate of designations, preferences and rights with
respect to such series of Preferred Stock.

               Now therefore, be it:

               RESOLVED, that no shares of the series of the Corporation's
        Preferred Stock designated as Convertible Preferred Stock will be issued
        pursuant to the respective certificates of designations, preferences and
        rights previously filed with respect to such series of Preferred Stock
        and that all matters set forth in the certificates of designations,

<PAGE>   2

        preferences and rights with respect to such series of Preferred Stock
        shall be eliminated from the Certificate of Incorporation of the
        Corporation upon filing of this Certificate of Elimination in accordance
        with the General Corporation Law of the State of Delaware ("DGCL").

                                    * * * * *


                                       2
<PAGE>   3

               IN WITNESS WHEREOF, this Certificate of Designation, Preferences
and Rights has been executed by the Corporation this 15th day of December 1998
by a duly authorized officer.


                                       THE CERPLEX GROUP, INC.



                                       By: /s/ Steven L. Korby
                                       -----------------------------------------
                                       Name: Steven L. Korby
                                       Title: Executive Vice President


                                       3