** **

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

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**FORM 10-K/A**

**AMENDMENT NO. 1**

 
| ý |   | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934** |
|--------|--------|-------------------------------------------------------------------------------------------|
|   |   |                                                                                      |

**For thefiscal year ended September 30, 2002**

 

**OR**

** **
| o      |   | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934** |
|--------|--------|-----------------------------------------------------------------------------------------------|
|   |   |                                                                                          |

**CommissionFile Number 000-28052**

 

**EN POINTETECHNOLOGIES, INC.**

(Exact name of registrant asspecified 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, ElSegundo, California  90245**(Address of principal executive offices)

 

**Registrant’stelephone number, including area code:**  (310) 725-5200

 

Securities Registered Pursuantto Section 12(b) of the Act:**None**

 

Securities Registered Pursuantto Section 12(g) of the Act:

 

**Common Stock,par value $.001 per share**(Title of Class)

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Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding months (or for suchshorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90days.  Yes ý  No o

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, andwill not be contained, to the best of registrant’s knowledge, in definitiveproxy or information statements incorporated by reference in Part III ofthis Form 10-K or any amendment to this Form 10-K.  o

The aggregate market value of the voting stock held bynon-affiliates of the Registrant, based upon the closing sales price of thecommon stock on December 20, 2002, was approximately $3,606,930.

The number of outstanding shares of the Registrant’scommon stock as of December 20, 2002 was 6,721,827.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

**None**

 

 

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**PART III**

 

**ITEM 10.               DIRECTORS AND EXECUTIVE OFFICERSOF THE REGISTRANT**

 

**Directors**

 

                Thefollowing table and biographical summaries set forth, with respect to eachdirector, his or her age, position or positions in the Company, the year inwhich he or she first became a director of the Company, and his or herprincipal occupations or employment during at least the past five years.  The directors of the Company are electedannually to serve until the next annual meeting of the stockholders or untiltheir respective successors are elected and qualified.

 

| **Name**                        |   | **Age** |   | **Position**                                                   |
|---------------------------------|--------|---------|--------|----------------------------------------------------------------|
|                            |   |    |   |                                                           |
| Attiazaz  (“Bob”) Din |   | 50      |   | Chairman  of the Board, President, and Chief Executive Officer |
| Naureen  Din                    |   | 48      |   | Director                                                       |
| Zubair  Ahmed                   |   | 50      |   | Director                                                       |
| Verdell  Garroutte              |   | 59      |   | Director                                                       |
| Mark  Briggs (1)(2)             |   | 46      |   | Director                                                       |
| Barry  Abelson (1)(2)           |   | 56      |   | Director                                                       |
| Walter  W. Larkins (1)(2)       |   | 44      |   | Director                                                       |

 

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(1)  Member of AuditCommittee.

 

(2)  Member ofCompensation Committee.

 

**                Attiazaz(‘‘Bob’’) Din**is a founder of the Company and hasserved in various capacities with the Company since its inception in January1993. Mr. Din has served as a director since April 1994, and as the Chairman ofthe Board and Chief Executive Officer of the Company since January 1996. Mr.Din previously served as the Company’s President from April 1994 to September1997 and from January 1999 to May 2000. Prior to founding the Company, fromNovember 1985 to January 1993, Mr. Din served as Chairman of the Board ofDirectors, President and Chief Executive Officer of InfoSystems ComputerCenter, a Southern California-based reseller of computer products. Mr. Din alsoserved on the Board of Directors of SupplyAccess, Inc., a former affiliatedcompany and is also a Director of En Pointe Ventures, Inc. a wholly-ownedsubsidiary of the Company.  Mr. Din isthe husband of Naureen Din and the brother-in-law of the Company’s Senior VicePresident of Operations, Javed Latif.

 

**                NaureenDin**is a founder of the Company and currently serves as adirector of the Company.  Ms. Din hasserved as a director since January 1993. Ms. Din previously served as Secretary from the Company’sinception in January 1993 to March 30, 2001, as President from the Company’sinception to April 1994, as Chief Executive Officer from the Company’sinception until January 1996 and as Chief Financial Officer from the Company’sinception until October 1995. Ms. Din also sits as a Director on the Board ofDevelopment in Literacy, a non-profit organization. Ms. Din was not employedimmediately prior to January 1993. Ms. Din is the wife of Bob Din.

 

**                ZubairAhmed**has been a director of the Company since April 1994. Mr.Ahmed previously served

as an Executive Vice President of the Company from April 1994to December 1995 and as Director of Business Development of the Company fromMay 1993 to April 1994. From January 1989 to April 1993, Mr. Ahmed served asthe General Manager of Inter Equipment Establishment, a seller of heavyequipment.

 

**                VerdellGarroutte**has been a Director of the Company sinceMay 1996. Mr. Garroutte is currently

a financial consultant to several companies and provides theCompany with consulting services from time to time. From April 1997 to May1998, Mr. Garroutte served as Chief Executive Officer of First SourceInternational, 

 

 

2

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Inc., the predecessor company to firstsource corp., acomputer products reseller.  FromOctober 1994 until July 1999, Mr. Garroutte periodically served as a consultantto both the Company and firstsource corp., a former subsidiary of the Company.  From December 1996 until September 1997, Mr.Garroutte served as the Chief Financial Officer of Kelly Micro Systems, Inc., amanufacturer of memory components for personal computers.

 

**                MarkBriggs**has been a director of the Company since March 1998. SinceJanuary 1997, Mr. Briggs has been the President and Chief Executive Officer ofClientLogic Corporation (formerly Softbank Services Group), a leadingoutsourcer to the digital marketplace. From January 1993 through the end of1996, Mr. Briggs served as the President and Chief Executive Officer of IntelligentElectronics, Reseller Division. Mr. Briggs was also a director forfirstsource.com, a former affilate of the Company.

 

**                BarryAbelson**has been a director of the Company sinceDecember 2000. Since May 1992, Mr. Abelson has been a member of the law firm PepperHamilton LLP where he serves as Chairman of the firm’s Executive Committee andChairman of the firm’s Corporate and Securities Practice Group.

 

**                Walter W. Larkins**hasbeen a director of the Company since April 2002. Since September 1996, he hasbeen President and Chief Executive Officer of Envision Associates, Inc. abusiness development consulting company to startups and midsize companies. Heis also currently, Managing Member of CDR Financial Services, LLC. a companythat specializes in assisting Healthcare organizations recover revenue onInsurance and Worker’s Compensation Claims and Digital Force Ventures, LLC, anearly stage investment company.  Mr.Larkins was President and Chief Executive Officer of Endosurgical DevelopmentCorporation, a minimally invasive cardiovascular company from 1993-1996, whichwas sold to a publicly traded company in 1996. Prior to 1993 he held variouskey sales & marketing positions with Johnson & Johnson and Coca-ColaInc and served as a Captain in the US ARMY.

 

**ExecutiveOfficers**

 

                Thefollowing table and biographical summaries set forth, with respect to each ofthe Company’s five executive officers his or her age, position or positionswith the Company, the period during which he or she has served as such and hisor her principal occupations or employment during at least the past fiveyears.  The executive officers areappointed by, and serve at the pleasure of, the Board of Directors.

 

| Attiazaz (“Bob”) Din |   | Chairman, President, and Chief Executive Officer |
|--------------------------------|--------|--------------------------------------------------|
| Kevin D. Ayers                 |   | Vice President and Chief Financial Officer       |
| Kevin B. Schatzle              |   | Senior Vice President of Sales                   |
| Javed Latif                    |   | Senior Vice President of Operations              |
| Kathy Perez                    |   | Vice President of Commercial Sales               |

 

                Abiographical summary regarding Mr. Attiazaz (‘‘Bob’’) Din is set forth aboveunder the heading ‘‘Directors.’’ Biographical information with respect to theCompany’s other executive officers is set forth below:

 

**                KevinD. Ayers**, 47, has served as Vice President andChief Financial Officer of the Company since July 2000. From November 1998 toJuly 2000, Mr. Ayers served as the Company’s Vice President and Controller.Prior to joining the Company as an employee, from March 1998 to November 1998,Mr. Ayers was an outside consultant to the Company, performing controllershipfunctions. He performed a similar consulting engagement with another companyfrom December 1997 to March 1998, before associating with the Company. FromDecember 1995 to December 1997, Mr. Ayers served as Operations Controller forXylan Corporation, a manufacturer of network switching equipment.

 

**                KevinB. Schatzle**, 41, rejoinedthe Company as Senior Vice President of Sales in March 2002.  Mr. Schatzle previously served as SeniorVice President of the Company from July 1995 until October 1, 1999, when heresigned his position with the Company to become the President of  SupplyAccess Inc., a former affiliate of theCompany.  SupplyAccess ceased operationsin April 2002 and assigned its assets for the benefit of creditors.

 

 

3

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**                JavedLatif**, 53, rejoined the Company asSenior Vice President of Operations on August 6, 2002.  Prior to that time, he served as theController for SupplyAccess, Inc., a former affiliate of the Company, fromSeptember 2000 until August 2001.  Mr.Latif  previously has served asExecutive Vice President and Chief Financial Officer of the Company fromJanuary 1, 1999 through June 2000. Prior to assuming the Chief Financial Officer duties, Mr. Latif wasExecutive Vice President of the Company from May 1994 to January 1999.   Mr. Latif is Bob Din’s brother-in-law.

 

**                KathyPerez**, 44, has served as VicePresident of Commercial Sales since April 2002.  Ms. Perez joined the Company as a National Account Manager in1993 and worked in that capacity until becoming Vice President of BusinessDevelopment in June of 2000, a position she held until April 2002.

 

**Section 16(a) Beneficial Ownership Reporting Compliance**

 

Section 16(a) of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), requires theCompany’s directors, officers and any persons holding ten percent (10%) or moreof the Company’s common stock, to file initial reports of ownership and reportsof changes in ownership with the Securities and Exchange Commission (the “SEC”).  Such filing persons or entities are requiredby SEC regulations to furnish the Company with copies of all Section 16(a)forms that they file.

 

Based solely upon its reviewof the copies of Forms 3, 4 and 5 and amendments thereto furnished to the Company,or written representations that no other reports were required, the Companybelieves that all filing requirements under Section 16(a) of the Exchange Actapplicable to its directors, officers and any persons holding ten percent  (10%) or more of the Company’s common stock,were made with respect to the Company’s fiscal year ended September 30, 2002.

 

**ITEM 11.               EXECUTIVE COMPENSATION**

 

**Summary Compensation Table**

 

                Thefollowing table shows the compensation paid or accrued to the Chief ExecutiveOfficer and the four other most highly compensated officers of the Company (the‘‘Named Executive Officers’’), who were employed by the Company (or awholly-owned subsidiary) during the fiscal year ended September 30, 2002.

 

 

4

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|                                |   |       |   |                         |       | **LONG TERM  COMPENSATION  AWARDS** |       |
|-------------------------------------|--------|------------|--------|------------------------------|------------|-------------------------------------|------------|
|                                |   | **Fiscal** |   | **Annual  Compensation (1)** |       | **SECURITIES  UNDERLYING**          |       |
| **Name and  Principal Position**    |   | **Year**   |   | **Salary**                   |       | **Bonus**                           |       | **OPTIONS(#)** |   |
|                                |   |       |   |                         |       |                                |       |   |   |   |   |
| Attiazaz (“Bob”) Din      |   | 2002       |   | $                            | 489,583    | (2)                            | $          | — |   |   |   | — |   |
| Chairman of the Board, President    |   | 2001       |   | 500,000                      |       | —                              |       |   |   | 50,000 |   |
| and Chief  Executive Officer        |   | 2000       |   | 637,884                      | (3)   | —                              |       |   |   | — |   |
|                                |   |       |   |                         |       |                                |       |   |   |   |   |
| Kevin D. Ayers                      |   | 2002       |   | $                            | 188,813    | (4)                            | $          | — |   |   |   | — |   |
| Vice President and                  |   | 2001       |   | 172,292                      |       | 55,000                              | (5)        |   |   | 55,000 |   |
| Chief Financial Officer             |   | 2000       |   | 131,875                      |       | 35,000                              | (6)        |   |   | — |   |
|                                |   |       |   |                         |       |                                |       |   |   |   |   |
| Kevin B. Schatzle                   |   | 2002       |   | $                            | 77,380     | (7)                            | $          | — |   |   |   | 200,000 |   |
| Senior Vice President of Sales      |   |       |   |                         |       |                                |       |   |   |   |   |
|                                |   |       |   |                         |       |                                |       |   |   |   |   |
| Javed Latif                         |   | 2002       |   | $                            | 25,000     | (8)                            | $          | — |   |   |   | — |   |
| Senior Vice President of Operations |   |       |   |                         |       |                                |       |   |   |   |   |
|                                |   |       |   |                         |       |                                |       |   |   |   |   |
| Kathy Perez                         |   | 2002       |   | $                            | 187,500    |                                | $          | — |   |   |   | — |   |
| Vice President of Commercial        |   | 2001       |   | 240,000                      |       | 60,000                              | (9)        |   |   | 20,000 |   |
| Sales                               |   | 2000       |   | 371,872                      | (10)  | 10,000                              | (11)  |   |   | 20,000 |   |

 

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(1) Does not includethe value of perquisites and other personal benefits granted to the NamedExecutive Officers which in the aggregate did not exceed the lesser of $50,000or 10% of such officer’s salary and bonus.

 

(2) Includes twoand a half months of voluntary salary reduction of $10,417.

 

(3) Includespayment of $137,884 for accrued vacation.

 

(4) Includes twomonths of voluntary salary reduction of $3,333 and payment of $19,230 foraccrued vacation.

 

(5) Consists ofaccrued bonus for Mr. Ayers under his employment agreement.

 

(6) Consists of$20,000 in payments payable pursuant to Mr. Ayers’s employment agreement and anaccrued bonus for Mr. Ayers under his employment agreement of $15,000.   .

 

(7) Mr. Schatzlewas appointed Senior Vice President of Sales on March 18, 2002.  Under terms of his employment agreement, hisannual base salary is $150,000.  Anentity controlled by Mr. Schatzle, Phoenix LA, LLC, received an aggregate ofapproximately $100,000 for consulting services rendered during fiscal2002.  Such compensation is notreflected in the Summary Compensation Table.

 

(8) Mr. Latifwas appointed Senior Vice President of Operations on August 6, 2002.  Under terms of his employment agreement, hisannual base salary is $150,000.  FromOctober 1, 2001 through June 30, 2002, Mr. Latif received an aggregate ofapproximately $38,500 in consulting fees. In addition, Okra Consulting, LLC, a partnership in which Mr. Latif wasa general partner, received an aggregate of approximately $365,228 in legal andbusiness consulting fees.  Suchcompensation is not reflected in the Summary Compensation Table.

 

(9) Consists ofaccrued bonus for Ms. Perez under her employment agreement.

 

(10)Includessales commissions of $131,872.

 

 

5

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(11)Consistsof accrued bonus for Ms. Perez under her employment agreement.

 

**OptionGrants in Last Fiscal Year**

 

The following table setsforth stock options granted to the Named Executive Officers during fiscal2002.  In addition, in accordance withthe rules and regulations of the SEC, the following table sets forth thehypothetical gains or “option spreads” that would exist for the options.  Such gains are based on assumed rates ofannual compound stock appreciation of 5% and 10% from the date on which theoptions were granted over the full term of the options.  The rates do not represent the Company’sestimate or projection of future common stock prices, and no assurance can begiven that any appreciation will occur or that the rates of annual compoundstock appreciation assumed for the purposes of the following table will beachieved.

 
|                            |   | **Individual  Grants**                 |   |                                                  |   |                |   |
|---------------------------------|--------|----------------------------------------|--------|-------------------------------------------------------|--------|---------------------|--------|
|                            |   | **Number  of  Securities  Underlying** |   | **Percent of  Total  Options  Granted to  Employees** |   |                |   |   |   | **Potential  Realizable  Value at Assumed  Annual Rates of Stock  Price Appreciation for  Option Term** |   |
| **Name**                        |   | **Options  Granted**                   |   | **in Last  Fiscal Year**                              |   | **Exercise  Price** |   | **Expiration  Date** |   | **5%** |   | **10%** |   |
|                            |   |                                   |   |                                                  |   |                |   |   |   |   |   |   |   |
| Attiazaz (“Bob”)  Din |   | —                                 |   | —                                                |   | —              |   | — |   | — |   | — |   |
| Kevin Ayers                     |   | —                                 |   | —                                                |   | —              |   | — |   | — |   | — |   |
| Kevin Schatzle                  |   | 200,000                                |   | 69.0                                                  | %      | $                   | 1.31   |   | 3/18/2012 |   | $ | 164,770 |   | $ | 417,561 |   |
| Javed Latif                     |   | —                                 |   | —                                                |   | —              |   | — |   | — |   | — |   |
| Kathy Perez                     |   | —                                 |   | —                                                |   | —              |   | — |   | — |   | — |   |
|                                 |        |                                        |        |                                                       |        |                     |        |  |  |  |  |  |  |  |  |  |

 

**Aggregated Option Exercises in Fiscal 2002and Fiscal 2002 Year-End Option Values**

 

                Thefollowing table sets forth stock option exercises during fiscal 2002 andyear-end option values

for options held by the Named Executive Officers:

 
|                            |   | **Shares**                  |   |                |   | **Number of  Securities  Underlying Unexercised  Options at Fiscal Year End** |   | **Value of Unexercised  in-the-Money Options  at Fiscal Year End(1)** |   |
|---------------------------------|--------|-----------------------------|--------|---------------------|--------|-------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------|--------|
| **Name**                        |   | **Acquired on****Exercise** |   | **Value  Realized** |   | **Exercisable**                                                               |   | **Unexercisable**                                                     |   | **Exercisable** |   | **Unexercisable** |   |
|                            |   |                        |   |                |   |                                                                          |   |                                                                  |   |   |   |   |   |
| Attiazaz (“Bob”)  Din |   | —                      |   | —              |   | 48,220                                                                        |   | 26,780                                                                |   | $ | — |   | $ | — |   |
| Kevin Ayers                     |   | —                      |   | —              |   | 51,834                                                                        |   | 17,666                                                                |   | — |   | — |   |
| Kevin Schatzle                  |   | —                      |   | —              |   | 60,720                                                                        |   | 139,280                                                               |   | — |   | — |   |
| Javed Latif                     |   | —                      |   | —              |   | —                                                                        |   | —                                                                |   | — |   | — |   |
| Kathy Perez                     |   | —                      |   | —              |   | 58,756                                                                        |   | 11,776                                                                |   | — |   | — |   |
|                                 |        |                             |        |                     |        |                                                                               |        |                                                                       |        |  |  |  |  |  |  |

 

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(1) Based on aper share price of $0.83, the closing price of the Common Stock as reported onthe Nasdaq National Market on September 30, 2002.

 

**EmploymentAgreements**

 

                Mr.Din’s employment agreement with the Company was originally entered into as ofMarch 1, 1996, and was amended in April 1997. This agreement provides for anannual base salary of $500,000, plus, beginning in April 1997, a bonus equal to3.5% of the Company’s pre-tax net income (if $4.5 million or greater) andterminates on the later of (i) the fifth anniversary of the date the agreementwas entered into, or (ii) five years following the date on which either Mr. Dinor the Company gives a notice of non-renewal or termination. Upon terminationof Mr. Din’s employment agreement by the Company for reason other than‘‘cause’’, as defined in the employment agreement, or by Mr. Din for ‘‘goodreason’’, as defined in the employment agreement, Mr. Din will be entitled toreceive, as severance pay, guaranteed monthly salary payments in the amount ofMr. Din’s current salary for a period of five years, plus the payment ofcertain additional benefits, such as health insurance 

 

 

6

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for the same term. However, Mr. Din’s agreement prohibits himfrom competing with the Company for five years following the date of histermination. Pursuant to his employment agreement, Mr. Din is obligated,subsequent to his termination, to offer first to the Company any block of50,000 shares or more of the Company’s Common Stock offered by him or his wifefor sale, if offered for sale other than pursuant to an over-the-counter orexchange transaction. Mr. Din’s agreement also contains confidentiality,intellectual property rights and dispute resolution provisions.

 

On July 17, 2000, theCompany entered into a three year employment agreement with Mr. Ayers thatprovides for an annual base salary of $165,000 and provides for certainquarterly quantitative and qualitative bonuses of $10,000 (through the thirdquarter of fiscal 2001) and $5,000, respectively if certain pre-tax net incometargets and certain qualitative targets are met.  On March 28, 2002, the Company and Mr. Ayers agreed to terminatehis existing employment agreement and entered into a new employment agreementcovering the period from March 16, 2002 through July 16, 2003 that provides foran annual base salary of $150,000 and provides for quarterly bonuses at thediscretion of the Chief Executive Officer and Board of Directors, conditionalupon the Company’s cumulative pre-tax net income being positive at the time ofbonus consideration.  The agreementautomatically renews at the end of the term on a month-to-month basis unlessearlier terminated in accordance with its terms.  In the event that Mr. Ayers’s employment is terminated by theCompany during the term of the agreement without “cause,” as defined in theagreement, by Mr. Ayers for “good reason,” as defined in the agreement, orbecause of his death or disability, Mr. Ayers will be entitled to receive, asseverance pay, an amount equal to six months of his then-current basesalary.  Mr. Ayers’s employmentagreement also contains (i) certain non-solicitation provisions that expireeighteen (18) months after termination of such agreement and (ii) a disputeresolution provision.

 

On March 28,2002, the Company entered into a one year employment agreement with Mr.Schatzle that provides for an annual base salary of $150,000 and provides forquarterly bonuses at the discretion of the Chief Executive Officer and Board ofDirectors, conditional upon the Company’s cumulative pre-tax income beingpositive at the time of bonus consideration. The agreement automatically renews at the end of the term on amonth-to-month basis unless earlier terminated in accordance with itsterms.  Mr. Schatzle’s employmentagreement also contains (i) certain non-competition and non-solicitationprovisions that expire six (6) months after termination of such agreement and(ii) a dispute resolution provision

 

On April 20, 2002, theCompany entered into a one year employment agreement with Ms. Perez thatprovides for an annual base salary of $150,000 and provides for quarterlybonuses at the discretion of the Chief Executive Officer and Board ofDirectors, conditional upon the Company’s cumulative pre-tax net income beingpositive at the time of bonus consideration. The agreement automatically renews at the end of the term on amonth-to-month basis unless earlier terminated in accordance with itsterms.  In the event that (i) Ms.Perez’s employment is terminated by the Company during the term of theagreement (and prior to April 30, 2005) without “cause,” as defined in theagreement, by Ms. Perez for “good reason,” as defined in the agreement, orbecause of her death or disability, and (ii) Mr. Din is no longer President ofthe Company, Ms. Perez will be entitled to receive, as severance pay, an amountequal to six (6) months of her then-current base salary.  Ms. Perez’s employment agreement alsocontains (i) certain non-competition and non-solicitation provisions thatexpire six (6) months after termination of such agreement and (ii) a disputeresolution provision

 

On March 28, 2002, the Companyentered into a one year employment agreement with Mr. Latif that provides foran annual base salary of $150,000 and provides for quarterly bonuses at thediscretion of the Chief Executive Officer and Board of Directors, conditionalupon the Company’s cumulative pre-tax net income being positive at the time ofbonus consideration.  The agreementautomatically renews at the end of the term on a month-to-month basis unlessearlier terminated in accordance with its terms.  In the event that Mr. Latif’s employment is terminated by theCompany during the term of the agreement without “cause,” as defined in theagreement, by Mr. Latif for “good reason,” as defined in the agreement, orbecause of his death or disability, Mr. Latif will be entitled to receive, asseverance pay, an amount equal to six months of his then-current base salary.Mr. Latif’s employment agreement also contains (i) certain non-solicitationprovisions that expire eighteen (18) months after termination of such agreementand (ii) a dispute resolution provision.

 

 

7

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**OtherCompensation Arrangements**

 

**401(K) Plan**

 

                Effectiveas of July 1993, the Company adopted the En Pointe Technologies, Inc. EmployeeSavings Plan (the ‘‘401(k) Plan’’), which is a retirement profit sharing planthat covers all U.S. employees of the Company who are 21 years old or older andhave completed six months of service. The 401(k) Plan provides that employees may elect to defer, in the formof contributions to the 401(k) Plan, up to 20% of the total compensation thatwould otherwise be paid to the employee, not to exceed $11,000 in 2002 (subjectto adjustment annually as provided in the Internal Revenue Code of 1986, asamended).

 

                TheCompany may make discretionary matching contributions to the 401(k) Plan, butthe Company has not made any contributions to the 401(k) Plan to date.Contributions are held under a group annuity contract and are invested inselected eligible investments. Employee contributions are fully-vested andnonforfeitable at all times.

 

**Directors’ Compensation**

 

                TheCompany’s directors receive cash compensation of $2,500 for attendance at eachBoard of Directors or committee meetings and $500 for each Board of Directorstelephonic meetings. In addition, directors may be reimbursed for certainexpenses in connection with attendance at Board of Directors and committeemeetings. The Company’s 1996 Stock Incentive Plan formerly provided that eachnon-employee director of the Company shall automatically be granted anon-qualified option to purchase 5,000 shares of Common Stock upon his or herelection and reelection to the Board of Directors so long as such reelectionoccurs at least twelve months after his or her initial election to the Board ofDirectors of the Company. On October 29, 2001, the Board of Directors passed acorporate resolution to amend the Company’s 1996 Incentive Plan by deleting theprovision that provided for automatic grants of 5,000 non-qualified stockoptions to non-employee Board members. Instead, future options to Board membersare to be at the discretion of the Compensation Committee.

 

                Infiscal 2002, an aggregate of 50,000 stock options were granted with an exerciseprice of $1.19 to Mr. Larkins.  Thestock options granted to Mr. Larkins in fiscal 2002 become exercisable, withrespect to one-fourth (1/4) of the shares subject to such options, six monthsafter the date of grant. After the first vesting, the remaining three-fourths(3/4) will become exercisable in fourteen (14) equal installments of 5.36%(except as to the last installment, which shall be 5.32%), the first of whichshall vest at the end of the quarter after the initial six month vesting, witheach subsequent installment vesting at the end of each quarter thereafter, so thatall options granted will be fully vested in four (4) years from the day ofgrant. After the date of grant, the term of such options is ten (10) years.

 

**CompensationCommittee Interlocks and Insider Participation**

 

The members of the Company’s Compensation Committee during the fiscalyear ended September 30, 2002 consisted of Barry Abelson, Mark Briggs andWalter Larkins, none of whom serves or has served as an executive officer oremployee of the Company or any of its subsidiaries.  The Company is not aware of any “compensation committeeinterlocks” that existed during fiscal 2002.

 

**ITEM 12.               SECURITY OWNERSHIP OF CERTAINBENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**

 

**Beneficial Ownership of Common Stock**

 

                Thefollowing table sets forth certain information regarding the beneficialownership of common stock as of January 20, 2003 by (i) each stockholder (orgroup of affiliated stockholders) who is known by the Company to 

 

 

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own beneficially more than five percent of the Company’soutstanding common stock, (ii) each director and nominee for director of theCompany, (iii) each of the Company’s Named Executive Officers and (iv) by allexecutive officers and directors of the Company as a group. The information asto each person or entity has been furnished by such person or group.

 

|                                                             |   | **Shares Beneficially  Owned (1)** |   |
|------------------------------------------------------------------|--------|------------------------------------|--------|
| **Name of Beneficial Owner**                                     |   | **Number**                         |   | **Percentage** |   |
|                                                             |   |                               |   |   |   |
| Attiazaz “Bob”  Din(2)(3)                              |   | 592,352                            |   | 8.8 | % |
| Naureen  Din(2)(3)                                               |   | 592,352                            |   | 8.8 | % |
| Zubair Ahmed(4)                                                  |   | 668,296                            |   | 9.9 | % |
| Mark Briggs(5)                                                   |   | 39,900                             |   | * |   |
| Verdell  Garroutte(6)                                            |   | 34,233                             |   | * |   |
| Barry Abelson(7)                                                 |   | 30,900                             |   | * |   |
| Walter Larkins                                                   |   | 15,180                             |   | * |   |
| Kevin Ayers                                                      |   | 51,834                             |   | * |   |
| Kevin  Schatzle(8)                                               |   | 75,770                             |   | 1.1 | % |
| Javed Latif                                                      |   | —                             |   | * |   |
| Kathy Perez(9)                                                   |   | 59,828                             |   | * |   |
| All executive officers and directors as a group (11 persons)(10) |   | 2,160,545                          |   | 32.0 | % |

 

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* Less than 1%.

 

(1) Applicablepercentage of ownership at January 20, 2003, is based upon 6,721,827 shares ofcommon stock outstanding.  Beneficialownership is determined in accordance with the rules of the Securities andExchange Commission and includes voting and investment power with respect toshares shown as beneficially owned. Shares of common stock subject to optionsor warrants currently exercisable or exercisable within 60 days of January 20,2003 are deemed outstanding for computing the shares and percentage ownershipof the person holding such options or warrants, but are not deemed outstandingfor computing the percentage ownership of any other person or entity. Except asotherwise indicated, the persons or entities listed below have sole voting andinvestment power with respect to all shares shown as beneficially owned bythem.  Unless otherwise specified,the address for each beneficial owner is the Company’s principal executiveoffices, 100 North Sepulveda Boulevard, 19th Floor, El Segundo,California  90245

 

(2) Bob andNaureen Din are married, and each may therefore be deemed to have a beneficialinterest in each other’s shares of common stock. However, Mr. and Mrs. Din haveeach disclaimed beneficial ownership in each other’s shares. The number ofshares reported for each of Mr. and Mrs. Din reflects 50% of the total numberof shares beneficially owned by Mr. and Mrs. Din together.

 

(3) Includes2,680 shares each for both Mr. and Mrs. Din for options exercisable within 60days of January 20, 2003.

 

(4) Includes 2,680 shares for options exercisable within 60days of January 20, 2003.

 

(5) Includes 2,680 shares for options exercisable within 60days of January 20, 2003.

 

(6) Includes 2,680 shares for options exercisable within 60days of January 20, 2003.

 

(7) Includes 4,347 shares for options exercisable within 60days of January 20, 2003.

 

(8) Includes 10,720 shares for options exercisable within 60days of January 20, 2003.

 

 

9

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(9) Includes 1,072 shares for options exercisable within 60days of January 20, 2003.

 

(10) Includes 29,539 shares for options exercisable within 60days of January 20, 2003.

 

**ITEM 13.               CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS**

 

**Certain Transactions**

 

                See‘‘EXECUTIVE COMPENSATION — Employment Agreements’’ for a description of certainarrangements and transactions with executive officers and directors.

 

Periodically, Mr. Garrouttehas served as a financial consultant for the Company in past years.  In the fiscal year ended September 30, 2002,the Company paid approximately $79,000 to Mr. Garroutte for consulting servicesrendered during such year.

 

                Duringfiscal 2002, an entity controlled by Mr. Schatzle, Phoenix LA, LLC, received anaggregate of approximately $100,000 for consulting services rendered duringsuch year.

 

                Duringfiscal 2002, Mr. Latif received an aggregate of approximately $38,500 inconsulting fees.  In addition, OkraConsulting, LLC, a partnership in which Mr. Latif was a general partner,received an aggregate of approximately $365,228 in legal and businessconsulting fees.

# **ITEM 14.               CONTROLS AND PROCEDURES**

Within 90 days prior to thedate of this report, an evaluation was performed under the supervision and withthe participation of the Company’s management, including the CEO and CFO, ofthe effectiveness of the design and operation of the Company’s disclosurecontrols and procedures. Based on that evaluation, the Company’s management,including the CEO and CFO, concluded that the Company’s disclosure controls andprocedures were effective in timely alerting them to material informationrequired to be included in the Company’s periodic filings under the ExchangeAct of 1934.  No significant changes inthe Company’s internal controls or in other factors have occurred that couldsignificantly affect these internal controls subsequent to the evaluation.

 

10

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d)of the Securities Exchange Act of 1934, as amended, the Registrant has dulycaused this amendment to its Annual Report on Form 10-K for the fiscal yearended September 30, 2002, to be signed on its behalf by the undersigned,thereunto duly authorized.

 
|                          | **EN POINTE TECHNOLOGIES, INC.** |
|-------------------------------|----------------------------------|
|                          |                             |   |
|                          |                             |   |
| Dated:  January 27, 2003 | By:                              | /s/  ATTIAZAZ “BOB” DIN |
|                          |                             | Attiazaz “Bob” Din, |
|                          |                             | Chairman of the Board, |
|                          |                             | Chief Executive Officer and President |
|                          |                             | (Principal Executive Officer) |

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this amendment toAnnual Report on Form 10-K for the fiscal year ended September 30, 2002 hasbeen signed below by the following persons in the capacities and on the datesindicated.

** **
| **Signature**                     |   | **Title**                                   |   | **Date**          |
|-----------------------------------|--------|---------------------------------------------|--------|-------------------|
|                              |   |                                        |   |              |
|                              |   | Chairman  of the Board,                     |   | January  27, 2003 |
| /s/  ATTIAZAZ “BOB” DIN |   | Chief  Executive Officer and President      |   |              |
| Attiazaz  “Bob” Din     |   | (Principal  Executive Officer)              |   |              |
|                              |   |                                        |   |              |
|                              |   | Vice  President and Chief Financial Officer |   | January  27, 2003 |
| /s/  KEVIN D. AYERS               |   | (Principal  Financial and Principal         |   |              |
| Kevin  D. Ayers                   |   | Accounting  Officer)                        |   |              |
|                              |   |                                        |   |              |
| *                                 |   | Director                                    |   | January  27, 2003 |
| Naureen  Din                      |   |                                        |   |              |
|                              |   |                                        |   |              |
| *                                 |   | Director                                    |   | January  27, 2003 |
| Barry  M. Abelson                 |   |                                        |   |              |
|                              |   |                                        |   |              |
| *                                 |   | Director                                    |   | January  27, 2003 |
| Zubair  Ahmed                     |   |                                        |   |              |
|                              |   |                                        |   |              |
| *                                 |   | Director                                    |   | January  27, 2003 |
| Mark  Briggs                      |   |                                        |   |              |
|                              |   |                                        |   |              |
| *                                 |   | Director                                    |   | January  27, 2003 |
| Verdell  Garroutte                |   |                                        |   |              |
|                              |   |                                        |   |              |
| *                                 |   | Director                                    |   | January  27, 2003 |
| Walter  W. Larkins III            |   |                                        |   |              |

 
|                                                          |
|---------------------------------------------------------------|
| /s/ ATTIAZAZ “BOB” DIN                              |
| *   Attiazaz  “Bob” Din, Attorney-in-fact |

 

 

11

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**CERTIFICATIONS PURSUANT TO****SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

 

I, Attiazaz Din, certify that:

1.     I have reviewed this amendment to annualreport on Form 10-K of En Pointe Technologies, Inc.;

2.     Based on my knowledge, this amendment toannual report does not contain any untrue statement of a material fact or omitto state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this amendment to annual report;

3.     Based on my knowledge, the financialstatements, and other financial information included in this amendment toannual report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this amendment to annual report;

4.     The registrant’s other certifying officersand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for theregistrant and have:

 

a)     designed such disclosure controls andprocedures to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this amendment toannual report is being prepared;

b)    evaluated the effectivenessof the registrant’s disclosure controls and procedures as of a date within 90days prior to the filing date of this amendment to annual report (the“Evaluation Date”); and

c)     presented in this amendmentto annual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5.     The registrant’s other certifying officers and I have disclosed,based on our most recent evaluation, to the registrant’s auditors and the auditcommittee of the registrant’s board of directors (or persons performing theequivalent functions):

 

a)     all significant deficiencies in the designor operation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data and haveidentified for the registrant’s auditors any material weaknesses in internalcontrols; and

b)    any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal controls; and

 

6.     The registrant’s other certifying officers and I have indicatedin this amendment to annual report whether there were significant changes ininternal controls or in other factors that could significantly affect internalcontrols subsequent to the date of our most recent evaluation, including anycorrective actions with regard to significant deficiencies and materialweaknesses.

 
| January 27, 2003 |                                             | /s/ Attiazaz Din |
|------------------|--------------------------------------------------|------------------|
|             | Attiazaz Din                                     |
|             | Chairman, President and  Chief Executive Officer |
|             | (Principal Executive  Officer)                   |

 

 

12

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I, Kevin D. Ayers, certify that:

1.     I have reviewed this amendment to annualreport on Form 10-K of En Pointe Technologies, Inc.;

2.     Based on my knowledge, this amendment toannual report does not contain any untrue statement of a material fact or omitto state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this amendment to annual report;

3.     Based on my knowledge, the financialstatements, and other financial information included in this amendment toannual report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this amendment to annual report;

4.     The registrant’s other certifying officersand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for theregistrant and have:

 

a)     designed such disclosure controls andprocedures to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this amendment toannual report is being prepared;

b)    evaluated the effectivenessof the registrant’s disclosure controls and procedures as of a date within 90days prior to the filing date of this amendment to annual report (the“Evaluation Date”); and

c)     presented in this amendmentto annual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5.     The registrant’s other certifying officers and I have disclosed,based on our most recent evaluation, to the registrant’s auditors and the auditcommittee of the registrant’s board of directors (or persons performing theequivalent functions):

 

a)     all significant deficiencies in the designor operation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data and haveidentified for the registrant’s auditors any material weaknesses in internalcontrols; and

b)    any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal controls; and

 

6.     The registrant’s other certifying officers and I have indicatedin this amendment to annual report whether there were significant changes ininternal controls or in other factors that could significantly affect internalcontrols subsequent to the date of our most recent evaluation, including anycorrective actions with regard to significant deficiencies and materialweaknesses.

 
| January 27, 2003 |                                          | /s/ Kevin D. Ayers |
|------------------|-----------------------------------------------|--------------------|
|             | Kevin D. Ayers                                |
|             | Vice President and Chief  Financial Officer   |
|             | (Principal Financial and  Accounting Officer) |

 

 

13

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**CERTIFICATIONSPURSUANT TO****SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**

I,Attiazaz “Bob” Din, Chairman of the Board, President and Chief ExecutiveOfficer of En Pointe Technologies, Inc. (the “Company”), certify, pursuant toSection 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350,that:

(1)                                  the amendmentto Annual Report on Form 10-K of the Company for the fiscal year endedSeptember 30, 2002 (the “Report”) fully complies with the requirements ofSection 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.78m or 780(d)); and

(2)                                  the informationcontained in the Report fairly presents, in all material respects, thefinancial condition and results of operations of the Company.

Dated:    January 27, 2003
|   |                                  | /s/ Attiazaz “Bob” Din |
|--------|---------------------------------------|----------------------------------|
|   | Attiazaz “Bob” Din          |
|   | Chairman of the Board,  President and |
|   | Chief Executive Officer               |
|   |                                  | (Principal Executive  Officer)   |

 

*   *   *   *   *  *

 

I,Kevin D. Ayers, Vice President and Chief Financial Officer of En PointeTechnologies, Inc. (the “Company”), certify, pursuant to Section 906 ofthe Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)                                  the amendmentto Annual Report on Form 10-K of the Company for the fiscal year endedSeptember 30, 2002 (the “Report”) fully complies with the requirements ofSection 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.78m or 780(d)); and

(2)                                  the informationcontained in the Report fairly presents, in all material respects, thefinancial condition and results of operations of the Company.

Dated:    January 27, 2003
|   |                                          | /s/ Kevin D. Ayers |
|--------|-----------------------------------------------|--------------------|
|   | Kevin D. Ayers                                |
|   | Vice President and Chief  Financial Officer   |
|   | (Principal Financial and  Accounting Officer) |

** **

 

14

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