<PAGE>
As Filed With the Securities and Exchange Commission on September 30, 1998
Registration No. 333-
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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 IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
100 North 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
Chief Executive Officer
En Pointe Technologies, Inc.
100 North 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>
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Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Offering Amount Of
To Be Registered Registered Per Share (1) Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value 300,000 $6.50 $1,950,000 $575.25
shares
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</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 September 25, 1998, which was $6.50 per
share.
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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 July 21, 1998, 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 August 11, 1998. As so
amended, an additional 300,000 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 this form on June 21, 1996. On August 11, 1997, an
additional 600,000 shares of Common Stock were registered on this form. This
registration statement covers the current increase of 300,000 shares of
Common Stock issuable under the Plan, bringing the total number of authorized
shares to 1,260,000.
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); and
(b) The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 333-33323).
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 PricewaterhouseCoopers L.L.P.
24.1 Power of Attorney (included on the signature page to the
Registration Statement).
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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 29th day of September, 1998.
EN POINTE TECHNOLOGIES, INC.
By: /s/ Bob Din
------------------------------------
Attiazaz "Bob" Din
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 C. Stephen
Cordial 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>
<CAPTION>
Signature Title Date
--------- ----- -----
<S> <C> <C>
/s/ Bob Din Chief Executive Officer and September 29, 1998
- ------------------------------- Director (principal
Attiazaz "Bob" Din executive officer)
/s/ C. Stephen Cordial Chief Financial Officer September 29, 1998
- ------------------------------- (principal financial and
C. Stephen Cordial accounting officer)
/s/ Naureen Din Director September 28, 1998
- --------------------------------
Naureen Din
/s/ Zubair Ahmed Director September 29, 1998
- --------------------------------
Zubair Ahmed
/s/ Verdell Garroutte Director September 25, 1998
- --------------------------------
Verdell Garroutte
/s/ Mark Briggs Director September 29, 1998
- --------------------------------
Mark Briggs
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
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 PricewaterhouseCoopers L.L.P.
24.1 Power of Attorney (included on the signature page to the
Registration Statement).
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF STRADLING YOCCA CARLSON & RAUTH]
September 30, 1998
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 300,000 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 300,000 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
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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 11, 1997,
on our audits of the financial statements and financial statement schedule of En
Pointe Technologies, Inc. as of September 30, 1997 and 1996 and for each of the
three years in the period ended September 30, 1997, which report is included in
the Company's Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
September 28, 1998
