<PAGE>
As Filed With the Securities and Exchange Commission on August 11, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
EN POINTE TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 75-2467002
(STATE OR OTHER JURISDICTION OF ( I . R . S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
100 N. Sepulveda Boulevard, 19th Floor, El Segundo, California 90245
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
---------------------
1996 STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
---------------------
Attiazaz "Bob" Din
President and Chief Executive Officer
En Pointe Technologies, Inc.
100 N. Sepulveda Boulevard, 19th Floor
El Segundo, California 90245
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(310) 725-5200
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
Nick E. Yocca, Esq.
Stradling, Yocca, Carlson & Rauth, A Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Offering Amount Of
To Be Registered Registered Per Share Price (1) Registration Fee
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 600,000 $12.56 $7,536,000 $2,283.64
$.001 par value shares
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(h), on the basis of the price of securities of the
same class, as determined in accordance with Rule 457(c), using the average
of the high and low prices reported by the Nasdaq National Market for the
Common Stock on August 5, 1997 which was $ 12.56 per share.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement relates to the En Pointe Technologies, Inc.
1996 Stock Incentive Plan (the "Plan"). The Plan was amended by the
Registrant's Board of Directors on March 17, 1997, subject to stockholder
approval, which was obtained by the written consent of a majority of the shares
of Common Stock entitled to vote thereon on May 27, 1997. As so amended, an
additional 600,000 shares of Common Stock are available for grant under the
Plan. Initially, an aggregate of 360,000 shares of Common Stock were available
for grant or award under the Plan, and such 360,000 shares were registered on a
prior S-8 on June 20, 1996. This registration statement covers the additional
600,000 shares of Common Stock issuable under the Plan.
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a) The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 333-06395)
Item 8. EXHIBITS.
5.1 Opinion of Stradling, Yocca, Carlson & Rauth.
23.1 Consent of Stradling, Yocca, Carlson & Rauth (included in Exhibit
5.1).
23.2 Consent of Coopers & Lybrand, L.L.P.
24.1 Power of Attorney (included on the signature page to the Registration
Statement).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of El Segundo, State of California, on the 11th day of
August, 1997.
EN POINTE TECHNOLOGIES, INC.
By: /s/ Bob Din
-------------
Attiazaz "Bob" Din
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of En Pointe Technologies, Inc.,
do hereby constitute and appoint Attiazaz "Bob" Din and Robert Mercer or either
of them, our true and lawful attorneys-in-fact and agents, each with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite are necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorney-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
----------- ------- ------
/s/ Bob Din
---------------------- Chief Executive Officer, President and August 11, 1997
Attiazaz "Bob" Din Director (principal executive officer)
/s/ Robert A. Mercer
--------------------- Chief Financial Officer (principal August 11, 1997
Robert A. Mercer financial and accounting officer)
*
--------------------- Director August 11, 1997
Naureen Din
*
--------------------- Director August 11, 1997
Zubair Ahmed
*
--------------------- Director August 11, 1997
Mansoor Ijaz
*
--------------------- Director August 11, 1997
Verdell Garroutte
</TABLE>
*By:/s/ Robert A. Mercer
- ------------------------
Robert A. Mercer
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- --------- -------------
5.1 Opinion of Stradling, Yocca, Carlson & Rauth.
23.1 Consent of Stradling, Yocca, Carlson & Rauth (Included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand, L.L.P.
24.1 Power of Attorney (included on the signature page to the
Registration Statement)
<PAGE>
[LETTERHEAD]
August 8, 1997
En Pointe Technologies, Inc.
100 N. Sepulveda Boulevard, 19th Floor
El Segundo, California 90245
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") being filed by En Pointe
Technologies, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of an additional 600,000 shares of
the Company's common stock, $.001 par value ("Common Stock"), issuable under
the Company's 1996 Stock Incentive Plan (the "Plan").
We have examined the proceedings heretofore taken and are familiar with
the additional proceedings proposed to be taken by the Company in connection
with the authorization, issuance and sale of the securities referred to above.
Based on the foregoing, it is our opinion that the 600,000 shares of
Common Stock to be issued under the Plan against full payment in accordance
with the respective terms and conditions of the Plan will be legally and
validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Stradling Yocca Carlson & Rauth
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of En Pointe Technologies, Inc. on form S-8 of our report dated November 15,
1996, on our audits of the financial statements and financial statement
schedule of En Pointe Technologies, Inc. as of September 30, 1996 and 1995
and for each of the three years in the period ended September 30, 1996, which
report is included in the Company's Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Los Angeles, California
August 7, 1997
