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As Filed With the Securities and Exchange Commission on November 1, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
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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
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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, 250,000 $9.19 $2,296,875 $639
$.001 par value shares
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(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 October 28, 1999 which was $9.1875 per share.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement relates to the En Pointe Technologies, Inc.
(the "Company") Employee Stock Purchase Plan (the "Plan"), adopted in March
1996. The Plan, which is intended to qualify as an "employee stock purchase
plan" under Section 423 of the Code, provides for six-month offerings of
Common Stock, with purchases occurring at six-month intervals, for eligible
employees. Employees may purchase Common Stock through payroll deductions,
not to exceed 20% of an employee's compensation. The maximum number of
shares an employee may purchase during any offering period is 2,500.
Initially, an aggregate of 250,000 shares of Common Stock were available for
grant or award under the Plan, and such 250,000 shares were registered on
this form on June 20, 1996. On May 6, 1999, the Company's Board of Directors
approved an increase of 250,000 shares of Common Stock issuable under the
Plan. On October 18, 1999, the Company's stockholders approved such
increase. This registration statement covers the current increase of 250,000
shares of Common Stock issuable under the Plan, bringing the total number of
authorized shares to 500,000.
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following document is 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, a Professional
Corporation.
23.1 Consent of Stradling Yocca Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, independent accountants.
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 28th day of October, 1999.
EN POINTE TECHNOLOGIES, INC.
By: /s/ Bob Din
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Attiazaz "Bob" Din
Chief Executive Officer and President
POWER OF ATTORNEY
We, the undersigned officers and directors of En Pointe Technologies,
Inc., do hereby constitute and appoint Attiazaz "Bob" Din and Javed Latif or
either of them, our true and lawful attorneys-in-fact and agents, to do any
and all acts and things in our name and behalf in our capacities as directors
and officers and to execute any and all instruments for us and in our names
in the capacities indicated below, which said attorneys and agents, or either
of them, may deem necessary or advisable to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in connection with
this Registration Statement, including specifically, but without limitation,
power and authority to sign for us or any of us in our names and in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereto or any related registration statement that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, as amended; and we do hereby ratify and confirm all that the said
attorneys and agents, or either of them, shall 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.
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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Bob Din Chief Executive Officer, October 28, 1999
- ------------------------------ President and Director
Attiazaz "Bob" Din (Principal Executive Officer)
/s/ Javed Latif Chief Financial Officer October 11, 1999
- ----------------------------- (Principal Financial and
Javed Latif Accounting Officer)
/s/ Naureen Din Director October 28, 1999
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Naureen Din
/s/ Zubair Ahmed Director October 12, 1999
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Zubair Ahmed
/s/ Mark Briggs Director October 28, 1999
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Mark Briggs
/s/ Verdell Garroutte Director October 11, 1999
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Verdell Garroutte
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation.
23.1 Consent of Stradling Yocca Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, independent accountants.
24.1 Power of Attorney (included on the signature page to the Registration
Statement).
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EXHIBIT 5.1
[LETTERHEAD]
November 1, 1999
En Pointe Technologies, Inc.
100 N. Sepulveda Blvd., 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 250,000 shares of
the Company's common stock, $.001 par value ("Common Stock"), issuable
under the Company's Employee Stock Purchase 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 250,000 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 24,
1998, on our audits of the consolidated financial statements and consolidated
financial statement schedule of En Pointe Technologies, Inc. as of September
30, 1998 and 1997 and for each of the three years in the period ended
September 30, 1998, which report is included in the Company's Annual Report
on Form 10-K.
PricewaterhouseCoopers LLP
Los Angeles, California
October 28, 1999
