<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1034
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check to appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
EN POINTE TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (check the appropriate box):
[xx] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
4) Proposed maximum aggregate value of transaction:
- Set forth the amount on which the filing is calculated and state
how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
EN POINTE TECHNOLOGIES, INC.
100 North Sepulveda Boulevard
El Segundo, California 90245
(310) 725-5200
February 14, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Stockholders' Meeting of En
Pointe Technologies, Inc. (the "Company") which will be held on March 17, 1997
at 12:00 Noon (Pacific Standard Time) at the Raddison Hotel, 1400 Parkview
Avenue, Manhattan Beach, California 90266.
In addition to fixing the number of and electing directors, the Board of
Directors has recommended that you ratify the appointment of Coopers & Lybrand
LLP as the Company's independent accountants (Item 2) and authorization for the
proxies to vote upon such other matters as may properly come before the annual
meeting, or adjournment thereof (Item 3).
We ask your support in approving the election of directors and Items 2 and
3, and that you carefully review the enclosed proxy materials.
Certain additional information regarding the Company, including an annual
report with audited financial statements for the fiscal year ended September 30,
1996, is being furnished along with proxy materials.
Sincerely,
Bob Din
Chairman of the Board
<PAGE>
EN POINTE TECHNOLOGIES, INC.
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 17, 1997
-------------------
Notice is hereby given that the Annual Meeting of Stockholders of En Pointe
Technologies, Inc. (the "Company") will be held on March 17, 1997, at 12:00
Noon, Pacific Standard Time, at the Raddison Hotel, Manhattan Beach, California
90266 for the following purposes:
1. to fix the number of directors at five and to elect five members of
the Board of Directors to serve for the ensuing year until their successors are
elected and qualified;
2. to consider and act upon a proposal to ratify the appointment of
Coopers & Lybrand LLP as independent accountants for the Company for the fiscal
year ended September 30, 1997; and
3. to consider and act upon any other matters that may properly come
before the meeting or any adjournments thereof.
All holders of Common Stock whose names appear of record on the Company's
books at the close of business on January 20, 1997 will be entitled to receive
notice of and to vote at the meeting and any adjournments thereof.
WHETHER OR NOT YOU PLAN TO BE PERSONALLY PRESENT AT THE MEETING, PLEASE
COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. IF YOU LATER DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO AT
ANY TIME BEFORE IT IS EXERCISED.
By Order of the
Board of Directors
Robert Mercer
Assistant Secretary
Dated: February 14, 1997
<PAGE>
EN POINTE TECHNOLOGIES, INC.
-------------------
PROXY STATEMENT
-------------------
INTRODUCTION
The Board of Directors of En Pointe Technologies, Inc. a Delaware
corporation (the "Company"), is furnishing this Proxy Statement to holders of
shares of Common Stock $.001 par value, of the Company (the "Common Stock"), in
connection with the solicitation of the enclosed form of proxy for use at the
Annual Meeting of Stockholders to be held on March 17, 1997 at 12:00 Noon
(Pacific Standard Time) at the Raddison Hotel, 1400 Parkview Avenue, Manhattan
Beach, California 90266, and any adjournments thereof (the "Annual Meeting"),
for the purposes set forth in the Notice of Annual Meeting of stockholders.
Shares of the Company's Common Stock represented by proxies in the form
solicited will be voted in the manner directed by a stockholder. If no
direction is given, the proxy will be voted FOR the election of the nominees for
director named in this Proxy Statement and the proposal set forth in Item 2.
Proxies may be revoked at any time prior to their being voted by giving written
notice of revocation or by giving a duly executed proxy bearing a later date to
the Secretary of the Company or by voting in person at the Annual Meeting.
It is expected that this Proxy Statement and form of proxy enclosed are
being mailed to stockholders on or about February 14, 1997.
All holders of Common Stock whose names appear of record on the Company's
books at the close of business on January 20, 1997 will be entitled to vote at
the Annual Meeting. At the close of business on January 20, 1997, a total of
5,665,698 shares of Common Stock were outstanding. Each share of Common Stock
is entitled to one vote.
Expenses in connection with the solicitation of proxies will be paid by the
Company. Proxies are being solicited primarily by mail, but, in addition,
officers and regular employees of the Company who will receive no extra
compensation for their services may solicit proxies by telephone, telecopy,
telegraph, or personal calls.
The Company is not aware of any matters other than those described in this
Proxy Statement that will be acted upon at the Annual Meeting. In the event
that any other matters properly come before the meeting for a vote of
stockholders, the persons named as proxies in the enclosed form of proxy will
vote in accordance with their best judgment on such other matters.
Certain additional information regarding the Company, including an annual
report on Form 10-K, for the fiscal year ended September 30, 1996, is being
furnished to each stockholder along with this Proxy Statement but is not part of
the Proxy Statement.
<PAGE>
I. ELECTION OF DIRECTORS
ITEM 1--ELECTION OF DIRECTORS
NOMINEES
The Board of Directors has set the number of directors to be elected for
the coming year at five. Each director shall be elected at the Annual Meeting
of Stockholders for a term of one year and until his successor is elected and
qualified. The Board of Directors recommends that the stockholders elect the
nominees named below as directors of the Company for the ensuing year, and the
persons named as proxies in the enclosed form of proxy will vote the proxies
received by them for the election as directors of the nominees named below
unless otherwise indicated. Each nominee is presently a director of the
Company. Each nominee has indicated a willingness to serve, but in case any
nominee is not a candidate at the meeting for reasons not now known to the
Company, the proxies named in the enclosed form of proxy may vote for a
substitute nominee at their discretion. Certain information regarding the
nominees is set forth below.
Name Position Director Since Age
---- -------- -------------- ---
Bob Din Chairman of the Board, President 1994 44
and Chief Executive Officer
Naureen Din Secretary and Director 1994 42
Zubair Ahmed Director 1994 44
Mansoor Ijaz (1) (2) Director 1996 35
Verdell Garroutte (1) (2) Director 1996 53
(1) Member of Audit Committee
(2) Member of Compensation Committee
BUSINESS EXPERIENCE OF NOMINEES
ATTIAZAZ "BOB" DIN is a founder of the Company and has served in various
capacities with the Company since March 1993. Mr. Din has served as the
Company's President and a director since April 1994, and as the Company's Chief
Executive Officer and Chairman of the Board of Directors since January 1996.
From November 1985 to January 1993, Mr. Din served as Chairman of the Board of
Directors, President and Chief Executive Officer of InfoSystems Computer Center,
a Southern California-based reseller of Computer Products ("InfoSystems").
NAUREEN DIN is a founder of the Company and currently serves as the
Company's Secretary and as a director. Ms. Din previously served as the
Company's President from the Company's inception in January 1993 to April 1994,
as the Company's Chief Executive Officer from the Company's inception to January
1996 and as the Company's Chief Financial Officer from its inception until
October 1995. Ms. Din was not employed prior to January 1993. Naureen Din is
the wife of Bob Din.
ZUBAIR AHMED has been a director of the Company since April 1994, and
previously served as an Executive Vice President of the Company from April 1994
to December 1995 and as a Director of the Company from May 1993 to April 1994.
From January 1989 to April 1993, Mr. Ahmed served as the General Manager of
Inter Equipment Establishment, a seller of heavy equipment.
MANSOOR IJAZ has been a director of the Company since May 8, 1996. Mr.
Ijaz has been Chairman of Crescent Investment Group, Inc., a global investment
advisor, since March 1993, and was the Managing Partner of Crescent Investment
Management, L.P. from October 1991 through March 1993. From January 1990 to
September 1991, Mr. Ijaz was the Vice President, Global Portfolio Management, of
2
<PAGE>
the Discount Corporation of New York Advisors, a wholly-owned subsidiary of
Discount Corporation of New York, a publicly-traded primary dealer.
VERDELL GARROUTTE has been a director of the Company since May 8, 1996.
Mr. Garroutte has been a corporate financial consultant from October 1994 to the
present as well as from June 1991 to December 1993. From May 1993 to October
1993, Mr. Garroutte was employed by the Company as a part-time employee and
consultant. From January 1994 until September 1994, Mr. Garroutte served as the
Chief Financial Officer of Kelly Micro Systems, Inc., a manufacturer of memory
components for personal computers. From December 1985 until May 1991, Mr.
Garroutte served in various positions at Computerland Corporation, a personal
computer retailer, including vice-president and treasurer.
- ---------------------
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held one meeting and took action by written consent
in lieu of meeting on nine occasions during fiscal year 1996 (including as
predecessor Texas corporation prior to the Company's reincorporation in Delaware
in February 1996). No director participated in fewer than 75% of the actions
taken by the Board of Directors and Committees thereof.
Members of the Audit Committee are Directors Ijaz and Garroutte. This
committee has two primary responsibilities: (1) to consult with the Company's
independent auditors concerning their engagement and audit plan and thereafter
concerning the auditors report and management letter and (2) with the assistance
of the independent auditors monitor the adequacy of the Company's internal
accounting controls. There were no meetings of the Audit Committee during
fiscal year 1996.
Members of the Compensation Committee are Directors Ijaz and Garroutte.
This committee is responsible for administering the Company's 1996 Stock
Incentive Plan and Employee Stock Purchase Plan, subject to the provisions set
forth in each plan. There were no meetings of the Compensation Committee during
fiscal year 1996.
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
NAME AGE POSITION
---- --- --------
Bob Din (1) 44 Chairman of the Board of Directors, President and
Chief Executive Officer
Naureen Din (1) 42 Secretary and Director
Javed Latif 47 Executive Vice President
Robert A. Mercer 59 Chief Financial Officer
Kevin B. Schatzle 35 Senior Vice President of Sales
Ellis M. Posner 45 Vice President of Sales
(1) See ITEM 1, Business Experience of Nominees.
3
<PAGE>
JAVED LATIF served as the Company's Controller from April 1993 until May 1994,
and as the Company's Executive Vice President from May 1994 to the present.
Prior to January 1993, Mr. Latif served as the Controller and Chief Financial
Officer of Infosystems. Javed Latif is a first cousin to Bob Din.
ROBERT A. MERCER joined the Company in December 1995 as Chief Financial Officer.
Mr. Mercer headed the firm of Mercer & Woodford, CPAs/p.c., the Company's former
accountants, for ten years prior to joining the Company. Mr. Mercer has been a
licensed California certified public accountant since 1968, and worked
exclusively in public accounting during that time.
KEVIN B. SCHATZLE served as the Company's Vice President of Sales from March
1993 until July 1995, when he was appointed Senior Vice President of Sales.
Prior to joining the Company, Mr. Schatzle was employed by Infosystems from June
1990 to January 1993, where he served as Product Manager and then Director of
Sales.
ELLIS M. POSNER served as the Company's Regional Sales Director for the
Northwest region from June 1993 until July 1995, when he was promoted to Vice
President of Sales. From May 1990 to May 1993, Mr. Posner worked for Vanstar, a
Computer Products reseller, as Area Director in Charge of West Coast Operations.
DELINQUENT FILINGS
Under the securities laws of the United States, the Company's directors,
its officers, and any persons holding more than 10% of the Company's Common
Stock are required to report their ownership of the Company's Common Stock and
any changes in that ownership to the Securities and Exchange Commission.
Specific due dates for these reports have been established and the Company is
required to report in this Proxy Statement any failure to file by these dates
during fiscal year 1996. To the Company's knowledge, based solely on its review
of the copies of such reports furnished to the Company and written
representations that no other reports were required, during the fiscal year
ended September 30, 1996, all filing requirements applicable to its officers,
directors and 10% stockholders were complied with, except the following:
Name Form Late Filings
---------------------------------------------------------
Bob Din 3 1
Zubair Ahmed 3 1
Mansoor Ijaz 3 1
Verdell Garroutte 3 1
Javed Latif 3 1
Kevin Schatzle 3 1
Ellis Posner 3 1
Robert Mercer 3 and 5 2
INDEPENDENT ACCOUNTANTS
ITEM 2--RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Coopers & Lybrand LLP as independent
accountants to examine the Company's financial statements for the current fiscal
year ended September 30, 1997, and recommends that the stockholders of the
Company ratify that appointment. Coopers & Lybrand has served as the Company's
independent accountants since its initial public offering of securities in May
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<PAGE>
1996 and for the fiscal year ended September 30, 1996, and has no relationship
with the Company other than that arising from their employment as independent
accountants. Representatives of Coopers & Lybrand are expected to be present at
the Annual Meeting. They will have an opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions from
stockholders.
It is intended that the proxies will be voted for the ratification of the
appointment of such firm unless otherwise indicated. If the appointment is not
ratified by stockholders, the Board of Directors is not obligated to appoint
other auditors, but the Board of Directors will give consideration to such
unfavorable vote.
III. EXECUTIVE COMPENSATION: CERTAIN ARRANGEMENTS; STOCK OPTION PLAN;
SECURITY OWNERSHIP
EXECUTIVE COMPENSATION
The following table shows the cash compensation paid by the Company to the
most highly compensated executive officers of the Company, whose total annual
salary and bonus exceeded $100,000 for the fiscal years ended September 30, 1996
and 1995.
<TABLE>
<CAPTION>
Annual Compensation
-------------------
Other
Name of Individual Capacities in Which Served Year Salary Bonus Comp. (1)
- ------------------ -------------------------- ---- ------ ----- ---------
<S> <C> <C> <C> <C> <C>
Bob Din President and Chief Executive 1996 $381,280
Officer 1995 $231,000 $ 22,250
Javed Latif (2) Executive Vice President 1996 $125,833 $126,300
1995 $168,500 $ 22,160
Kevin Schatzle (2) Senior Vice President 1996 $142,500 $190,330
1995 $178,000
Ellis Posner (2) Vice President of Sales 1996 $120,000 $ 62,515
1995 $122,000 $ 8,339
</TABLE>
(1) Perquisites and other personal benefits did not, in the aggregate, reach
the lesser of $60,000 or 10% of the total annual salary and bonus paid to
any named executive officer.
(2) See option grant table for stock options granted in the 1996 fiscal year.
No other long-term compensation plans exist for executive officers.
CERTAIN ARRANGEMENTS BETWEEN THE COMPANY AND ITS DIRECTORS AND OFFICERS
EMPLOYMENT AGREEMENTS
In fiscal 1996, the Company entered into employment agreements with each of
Bob Din, Naureen Din, Javed Latif and Kevin Schatzle. Each of Ms. Din's, Mr.
Latif's and Mr. Schatzle's agreements provide for annual base salaries of
$65,000, $151,000 and $150,000, respectively. In addition, each of Ms. Din, Mr.
Latif and Mr. Schatzle is entitled to receive a minimum of four weeks annual
vacation, an automobile allowance of at least $2,750 per month, $1,500 per month
and $1,500 per month, respectively, as well as medical and disability insurance.
The Board of Directors may also, at its discretion, award each of Ms. Din, Mr.
Latif and Mr. Schatzle a bonus, with such bonus to be paid consistent with
executive bonus programs of the Company, if any, in existence during any of Ms.
Din's, Mr. Latif's or Mr. Schatzle's
5
<PAGE>
period of employment with the Company. These agreements also provide for
severance payments consisting of twelve months' salary in the event that the
Company terminates any of Ms. Din's, Mr. Latif's or Mr. Schatzle's employment
without "cause" (as defined in each of Ms. Din's, Mr. Latif's or Mr. Schatzle's
employment agreement) or if any of Ms. Din, Mr. Latif or Mr. Schatzle terminates
his or her employment with the Company for "good reason" (as defined in each of
Ms. Din's, Mr. Latif's and Mr. Schatzle's employment agreement). Each of these
agreements has a five-year term ending in 2001, with an automatic three-year
extension. These agreements may be terminated by the Company with or without
"cause." These agreements contain additional provisions regarding benefits and
dispute resolution.
Mr. Din's agreement, which provides for an annual base salary of $375,000,
terminates on the later of (i) the fifth anniversary of the date the agreement
was entered into, or (ii) five years following the date on which either Mr. Din
or the Company gives a notice of non-renewal or termination. Upon termination
of Mr. Din's employment agreement by the Company for reason other than "cause",
as defined in the employment agreement, or by Mr. Din for "good reason", as
defined in the employment agreement, Mr. Din will be entitled to receive, as
severance pay, guaranteed monthly salary payments in the amount of Mr. Din's
current salary for a period of three years, plus the payment of certain
additional benefits, such as health insurance. However, Mr. Din's agreement
prohibits him from competing with the Company for three years following the date
of his termination. Pursuant to his employment agreement, Mr. Din is obligated,
subsequent to his termination, to offer first to the Company any block of 50,000
shares or more of the Company's Common Stock offered by him or his wife for
sale, if offered for sale other than pursuant to an over-the -counter or
exchange transaction. Mr. Din's agreement also contains confidentiality,
intellectual property rights and dispute resolution provisions.
On August 1, 1995, the Company entered into an employment agreement with
Ellis Posner, pursuant to which Mr. Posner receives an annual salary of $120,000
plus an annual draw of $12,000 against an annual bonus, an accountable expense
allowance and certain employee benefits. The amount of such annual bonus is
based upon a percentage of the cumulative net profits earned by certain sales
branches and is payable twice annually after being reduced by any draws received
by Mr. Posner. Mr. Posner's agreement limits his maximum aggregate annual
compensation to $180,000, and provides that Mr. Posner works for the Company on
an "at will" basis. During fiscal 1996 Mr. Posner's employment agreement was
amended to provide that the annual draw against annual bonus, an accountable
expense allowance and certain employee benefits is increased to $30,000. All
other terms and conditions remain the same.
DIRECTORS' COMPENSATION
The Company's directors do not receive cash compensation for attendance at
Board of Directors or committee meetings, but may be reimbursed for certain
expenses in connection with attendance at board and committee meetings. One
director, Zubair Ahmed, did receive use of a leased automobile during the past
fiscal year, the lease payments for which amounted to $17,153.
The Company's 1996 Stock Incentive Plan provides that each non-employee
director of the Company shall automatically be granted a non-qualified option to
purchase 5,000 shares of Common Stock upon his or her election and reelection to
the Board of Directors so long as such reelection occurs at least twelve months
after his or her initial election to the Board of Directors of the Company. The
option price of such options shall be at 80% of the fair market value of the
Common Stock on the date such director is elected or reelected, as the case may
be, and shall become exercisable with respect to one-third (1/3) of the shares
subject to such option three months after such election or reelection and the
remaining one-third (1/3) of such shares twenty-seven (27) months after such
election or reelection. The term of such options shall be ten years.
6
<PAGE>
PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total returns during
the period commencing on May 8, 1996, the date of the initial pubic offering,
and ending on September 30, 1996, for the Company, the NASDAQ - US Stock Market
Index ("NAS", the broad market index) and the Hambrecht & Quist Technology Index
("HQT", the industry index). The comparison assumes $100 was invested on May 8,
1996, in ENPT Common Stock, the NAS and the HQT, and assumes the reinvestment of
all dividends, if any. The comparisons in the graph are required by the
Securities and Exchange Commission and are not intended to forecast or be
indicative of future performance.
Cumulative Total Return
--------------------------------
5/8/96 9/30/96
--------------------------------
En Pointe Technologies Inc. ENPT 100 133
NASDAQ STOCK MARKET - US INAS 100 104
HAMRECHT & QUIST TECHNOLOGY IHQT 100 101
CERTAIN TRANSACTIONS AND RELATED PARTIES
During the fiscal year ended September 30, 1996, the Company continued to
engage the services of a group of software programmers in Pakistan to write
code, and perform other software programming services relating to an upgrade of
the Company's proprietary software system. The group is managed by Dr. Shahzad
Munawwar, brother of Bob Din. The total cost of this operation, including
payroll, capitalized software costs, travel and expenses was $278,430 in the
fiscal year ended September 30, 1996. It is contemplated that the future
services to be performed by this group will be pursuant to a software
programming services agreement, rather than as a branch operation of the
Company. Management believes that the terms of this agreement are no less
favorable than those which can be obtained from an independent third party.
One outside director, Verdell Garroutte, was paid $10,000 for performing
financial consulting services on behalf of the Company during the fiscal year.
In October and November of 1995, prior to becoming the Company's CFO,
Robert Mercer performed financial services amounting to approximately $15,000.
Naureen Din is Bob Din's wife. Javed Latif is Bob Din's cousin. There are
no other family relationships among the Company's directors and executive
officers.
COMPENSATION PURSUANT TO PLANS
The following table sets forth the options granted during the period
commencing May 8, 1996 and ending September 30, 1996 to the executive officers
named in the cash compensation table.
7
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
STOCK OPTIONS GRANTED IN FISCAL YEAR ENDED SEPTEMBER 30, 1996
POTENTIAL REALIZABLE VALUE AS
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION FOR
TEN-YEAR GRANT TERM
- ----------------------------------------------------------------------------------------------------------------------
% OF TOTAL
NUMBER OPTIONS EXERCISE AT 0% AT 5% AT 10%
NAME OF OF GRANTED OR BASE ANNUAL ANNUAL ANNUAL
EXECUTIVE OPTIONS TO PRICE EXPIRATION GROWTH GROWTH GROWTH
GRANTED ALL PER SHARE DATE RATE RATE RATE
EMPLOYEES
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
JAVED LATIF 50,000 17.0% 6.40 05/08/2006 80,000 201,246 509,998
KEVIN SCHATZLE 50,000 17.0% 6.40 05/08/2006 80,000 201,246 509,998
ELLIS POSNER 15,000 5.1% 6.93 05/08/2006 16,000 65,405 165,749
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
AGGREGATE STOCK OPTIONS EXERCISED IN FISCAL YEAR ENDED
SEPTEMBER 30, 1996
EXERCISED
NUMBER OF IN FISCAL NUMBER OF NUMBER OF VALUE OF VALUE OF
NAME OF OPTIONS YEAR OPTIONS OPTIONS UN- OPTIONS OPTIONS UN-
EXECUTIVE GRANTED 09/30/96 EXERCISABLE EXERCISABLE EXERCISABLE EXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
JAVED LATIF 50,000 0 16,667 33,333 70,417 140,833
KEVIN SCHATZLE 50,000 0 16,667 33,333 70,417 140,833
ELLIS POSNER 15,000 0 5,000 10,000 18,458 36,917
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
1996 STOCK INCENTIVE PLAN
The Company's 1996 Stock Incentive Plan (the "Plan") was adopted by the
Company's Board of Directors and stockholders in March 1996 and provides for the
granting of "incentive stock options," within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), nonstatutory options and
rights to purchase Common Stock. The Plan authorizes up to 360,000 shares of
the Company's Common Stock for issuance to directors, officers and employees of
the Company, except that incentive stock options may not be granted to
non-employee directors. The Plan is administered by a committee (the
"Committee"), which has sole discretion and authority, consistent with the
provisions of the Plan, to determine which eligible participants will receive
options and /or purchase rights, the time when options and/or purchase rights
will be granted, the terms of options and/or purchase granted and the number of
shares which will be subject to options and/or purchase rights granted under the
Plan. As of January 20, 1997 there are 285,167 options outstanding under the
Plan at an exercise price equal to the offering price per share as to qualified
options and an exercise price equal to 80% of the offering price per
8
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share as to nonstatutory options. Of the outstanding options, 94,834 are fully
exercisable as of January 20, 1997.
The exercise price of incentive stock options must be not less than the
fair market value of a share of Common Stock on the date the option is granted
(110% with respect to optionees who own at least 10% of the outstanding Common
Stock). Nonstatutory options shall have such exercise price as determined by
the Committee, but which shall not be less than 80% of the fair market value per
share of Common Stock on the date the option is granted. The Committee has the
authority to determine the time or times at which options granted under the Plan
become exercisable, provided that options expire no later than ten years from
the date of grant (five years with respect to holders of incentive stock options
who own at least 10% of the outstanding Common Stock). Options and purchase
rights are nontransferable, other than upon death by will and the laws of
descent and distribution, and options generally may be exercised only by an
employee while employed by the Company, as all vested and unvested options
granted under the Plan terminate with respect to such employee within 30 days of
the employee's voluntary resignation or immediately upon the Company's
termination of the employee's employment for cause. In the event that an
employee's employment is terminated by reason of death or disability, the
employee or the employee's legal representative will be entitled to exercise
those options that were vested as of the date of termination of employment, for
a period of one year from the date of such termination of employment.
EMPLOYEE STOCK PURCHASE PLAN
The Company's Employee Stock Purchase Plan (the "Purchase Plan") was
adopted by the Board of Directors and Stockholders in March 1996, covering an
aggregate of 250,000 shares of Common Stock. The Purchase Plan, which is
intended to qualify as an "employee stock purchase plan" under Section 423 of
the Code, will be implemented by six-month offerings with purchases occurring at
six-month intervals, provided, however, that the initial offering period
commenced May 8, 1996 and concluded on October 31, 1996. The Purchase Plan is
administered by the Board of Directors or a committee thereof. Employees are
eligible to participate if they are employed by the Company for at least 20
hours a week, are customarily engaged for more than five months per calendar
year and if they have been employed by the Company for at least three months.
The Purchase Plan permits eligible employees to purchase Common Stock through
payroll deduction, which may not exceed 20% of an employee's compensation. The
maximum number of shares of Common Stock that an employee may purchase during
any offering period is 2,500. The price of Common Stock purchased under the
Purchase Plan will be 85% of the lower of the fair market value of the Common
Stock at the beginning of the six-month offering period or the applicable
purchase date, with the fair market value on the date of commencement of the
initial offering period being equal to the initial public offering price.
Employees may end their participation in the offering at any time during the
offering period, and participation ends automatically upon termination of
employment. The Board of Directors or a committee thereof may at any time amend
or terminate the Purchase Plan, except that no such amendment or termination may
adversely affect shares previously purchased under the Purchase Plan, and
amendments which (i) increase the number of shares that may be issued under the
Plan, (ii) materially modify eligibility requirements or (iii) materially
increase the benefits accruing to participants, must have stockholder approval.
The Purchase Plan will terminate on February 28, 2006.
401(K) PLAN
Effective as of July 1993, the Company adopted the En Pointe Technologies, Inc.
Employee Savings Plan (the "401(k) Plan"), which is a retirement profit sharing
plan that covers all U.S. employees of the Company who are 21 years old or older
and have completed six months of service. The 401(k) Plan provides that
employees may elect to defer, in the form of contributions to the 401(k) Plan,
up to 20% of the total compensation that would otherwise be paid to the
employee. However, the administrator of the 401(k) Plan has adopted a policy of
limiting the contributions of employees whose annual total compensation is equal
to or less than $66,000 up to 15% of total compensation, and limiting the
contributions of employees whose annual total compensation is greater than
$66,000 to up to 8% of total compensation that would otherwise be paid to the
employee, in either case not to exceed $9,500 in 1996 (subject to adjustment an-
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nually as provided in the Code). The Company may make discretionary matching
contributions to the 401(k) Plan, but the Company has not made any contributions
to the 401(k) Plan to date. Contributions are held under a group annuity
contract and are invested in selected eligible investments. Employee
contributions are fully vested and nonforfeitable at all times.
SECURITY OWNERSHIP
The Following table sets forth certain information about the ownership of
Common Stock as of January 20, 1997 by each stockholder who is known by the
Company to own beneficially more than five percent (5%) of such outstanding
capital stock, by each director, the Company's executive officers and by all
officers and directors as a group. Except as otherwise indicated, the
stockholders listed in the table have sole voting and investment power with
respect to the shares indicated.
Name or Identity
of Group Number Percent
- -------- ------ -------
Attiazaz "Bob" Din, President, CEO and
Chairman of the Board (1) 726,952 12.83%
Naureen Din, Secretary (1) 726,952 12.83%
Zubair Ahmed, Director (2) 935,496 16.51%
Mansoor Ijaz, Director (2) 3,333 .06%
Verdell Garroutte, Director (2) 3,333 .06%
Javed Latif, Executive Vice President (2) 33,333 .59%
Kevin Schatzle, Senior Vice President (2) 33,333 .59%
Ellis Posner, Vice President of Sales (2) 10,000 .18%
All Officers and Directors as a Group (9 persons) (2) 2,479,401 43.76%
Ali Mohyuddin Din (3) 311,551 5.50%
Mediha M. Din (3) 311,551 5.50%
- ----------------------------
(1) Consists of 726,952 shares of Common Stock owned of record by Bob Din and
726,952 shares of Common Stock owned of record by Naureen Din. Bob and
Naureen Din are married, and each may therefore be deemed to have a
beneficial interest in each other's shares of Common Stock. Does not
include 311,551 shares of Common Stock owned of record by Mediha Din, Mr.
and Mr. Din's minor child. The address of Mr. and Mrs. Din is at the
Company's principal executive offices, 100 North Sepulveda Boulevard, 19th
Floor, El Segundo, California 90245. Mr. and Mrs. Din have each disclaimed
beneficial ownership in each other's shares.
(2) The address of such stockholder is at the Company's principal executive
offices, 100 North Sepulveda Boulevard, 19th Floor, El Segundo, California
90245.
(3) Ali Mohyuddin Din and Mediha M. Din are the children of Bob and Naureen
Din. The address of such stockholders is at the Company's principal
executive offices, 100 North Sepulveda Boulevard, 19th Floor, El Segundo,
California 90245.
III. OTHER MATTERS
Management knows of no other business that will be presented to the meeting
for a vote. If other matters properly come before the meeting, including
proposals omitted from this proxy statement and accompanying proxy pursuant to
the rules of the Securities and Exchange Commission, the persons named as
proxies will vote on them in accordance with their best judgment.
10
<PAGE>
PROPOSALS FOR THE NEXT ANNUAL MEETING
Any proposal by a stockholder which may be properly presented at the next
annual meeting must be received by the Company at its principal offices, 100
North Sepulveda Boulevard, 19th Floor, El Segundo, California 90245, not later
than September 15, 1997.
Your cooperation in giving this matter your immediate attention and in
returning your proxy promptly will be appreciated.
By Order of the Board of Directors
ROBERT MERCER
Assistant Secretary
Dated: February 14, 1997
11
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PROXY CARD
EN POINTE TECHNOLOGIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
EN POINTE TECHNOLOGIES, INC. FOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON MARCH 17, 1997
The undersigned hereby appoints Bob Din and Robert Mercer and each of them,
as attorneys and proxies of the undersigned, with full power of substitution to
vote and act in the manner designated below at the Annual Stockholders' Meeting
of En Pointe Technologies, Inc. (the "Company") to be held on March 17, 1997 at
12:00 Noon (Pacific Standard Time) at the Raddison Hotel, 1400 Parkview Avenue,
Manhattan Beach, California 90266, and any adjournments thereof, in respect of
all of the capital stock of the Company as to which the undersigned may be
entitled to vote or act, with all powers the undersigned would possess if
personally present, and, without limiting the general authorization hereby
given, the undersigned directs that his or her vote be cast as specified in this
proxy. The undersigned hereby revokes any other proxy previously granted to vote
the same shares of stock for said meeting.
THIS PROXY WHEN PROPERLY EXECUTED AND RETURNED IN A TIMELY MANNER, WILL BE
VOTED AT THE ANNUAL MEETING AND AT ANY ADJOURNMENT THEREOF IN THE MANNER
DIRECTED HEREIN. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR ALL
NOMINEES, FOR PROPOSAL 2, AND FOR PROPOSAL 3 AND IN ACCORDANCE WITH THE JUDGMENT
OF THE PERSONS NAMED AS PROXIES HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY
COME BEFORE THE ANNUAL MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.
----------------------------------
1. To fix the number of directors at five and to elect five members of the
Board of Directors to serve for the ensuing year until their successors are
elected and qualified. The five nominees for Director are the current
Directors of the Company.
FOR ALL / / WITHHELD FOR ALL / /
Bob Din, Naureen Din, Zubair Ahmed, Mansoor Ijaz, Verdell Garroutte
WITHHELD FOR: (Write the nominees name in the space provided below).
- --------------------------------------------------------------------------------
<PAGE>
2. To consider and act upon a proposal to ratify the appointment of Coopers &
Lybrand LLP as independent accountants for the Company for the fiscal year
ending September 30, 1997.
/ / FOR / / AGAINST / / ABSTAIN
3. In accordance with their judgment, the proxies are authorized to vote upon
such other matters as may properly come before the annual meeting, or
adjournment thereof.
/ / FOR / / AGAINST / / ABSTAIN
Date _________________________________
______________________________________
Signature(s)
Note: Please sign as name appears
hereon. Joint owners should each sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such.
