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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 
 FORM 10-K/A AMENDMENT NO. 1
 x
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended September 30, 2004ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 000-28052 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) Registrants telephone number, including area code: (310) 725-5200 Securities Registered Pursuant to Section 12(b) of the Act: None Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par value $.001 per share
(Title of Class) 
 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
12 months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days .
YES þ NO
o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of
Registrants knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o Indicate by check mark whether the Registrant is an accelerated filer (as defined in
Rule 12b-2 of the Act). YES o NO þ The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sales price of the common stock on March 31, 2004, was
approximately $12,233,364. The number of outstanding shares of the Registrants common stock as of January 21, 2005 was
6,817,330.




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DOCUMENTS INCORPORATED BY REFERENCE None




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EXPLANATORY NOTE En Pointe Technologies, Inc. (the Company) is filing this Amendment No. 1 to its Form 10-K
for the year ended September 30, 2004, which was originally filed on December 29, 2004 (the
Original 10-K), to furnish the information required by Items 10, 11, 12, 13 and 14 of Part III of
the Original 10-K that was incorporated by reference from the information contained in the
Companys Definitive Proxy Statement for its 2005 Annual Meeting of Stockholders to be held on
March 17, 2005, to be filed with the Securities and Exchange Commission (the Commission), in the
Original 10-K. Section G (3) of the General Instructions to the Form 10-K provides that if such
Definitive Proxy Statement is not filed with the Commission within 120 days after the end of the
fiscal year covered by the Original 10-K, the Items comprising Part III information must be filed
as an amendment to the Original 10-K not later than the end of the 120-day period. This Amendment
No. 1 continues to represent the state of the Company as of the filing date of the Original 10-K,
and is not updated to reflect any events that occurred at a later date. All information contained
in this Amendment No. 1 is subject to updating and supplementing as provided in the Companys
periodic reports filed with the Commission subsequent to the date of the filing of the Original
10-K.




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVSIGNATURESExhibit IndexExhibit 31.1Exhibit 31.2    Table of Contents  
 PART III 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Directors The following table and biographical summaries set forth, with respect to each
director, his or her age, position or positions with the Company, the year in which he or she first
became a director of the Company, and his or her principal occupations or employment during at
least the past five years. The directors of the Company are elected annually to serve until the
next annual meeting of the stockholders or until their respective successors are elected and
qualified. Name
    
    Age
    
    PositionAttiazaz (Bob) Din
    
    
    52
    
    
    Chairman of the Board, President
and Chief Executive OfficerNaureen Din
    
    
    50
    
    
    Director and Assistant SecretaryZubair Ahmed (1)
    
    
    52
    
    
    DirectorMark Briggs
    
    
    48
    
    
    DirectorEdward O. Hunter (2) (3)
    
    
    57
    
    
    DirectorMansoor S. Shah (1) (2) (3)
    
    
    56
    
    
    DirectorTimothy J. Lilligren (1) (2) (3)
    
    
    51
    
    
    Director
   (1)
    
    Member of Nominating Committee.(2)
    
    Member of Audit Committee.(3)
    
    Member of Compensation Committee. ATTIAZAZ (BOB) DINis a founder of the Company and has served in various
capacities with the Company since its inception in January 1993. Mr. Din has served as a director
since April 1994, as the Chairman of the Board and Chief Executive Officer of the Company since
January 1996, and as President since March 2002. Mr. Din also previously served as the Companys
President from April 1994 to September 1997 and from January 1999 to May 2000. Prior to founding
the Company, 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. Mr. Din currently serves on the Boards of Directors
of En Pointe Technologies Sales, Inc., En Pointe Technologies Canada, Inc., The Xyphen Corporation,
En Pointe Gov, Inc. (formerly En Pointe Ventures, Inc.), all wholly-owned subsidiaries of the
Company, and Premier BPO, Inc. (formerly En Pointe Global Services, Inc.), a consolidated affiliate
of the Company. Pursuant to the terms of Mr. Dins employment agreement, upon the request of Mr.
Din the Company is obligated to include him as a management nominee for election to the Board of
Directors during the term of such agreement and for a period of five (5) years thereafter. NAUREEN DINis a founder of the Company and currently serves as a director of the Company.
Mrs. Din has served as a director since January 1993. Mrs. Din has served as the Companys
Assistant Secretary since January 2004. Mrs. Din previously served as Secretary from the Companys
inception in January 1993 to March 2001, as President from the Companys inception to April 1994,
as Chief Executive Officer from the Companys inception until January 1996 and as Chief Financial
Officer from the Companys inception until October 1995. Mrs. Din also sits as a Director on the
Board of Development in Literacy, a non-profit organization. Mrs. Din was not employed immediately
prior to January 1993. ZUBAIR AHMEDhas been a director of the Company since April 1994. Mr. Ahmed previously served
as an Executive Vice President of the Company from April 1994 to December 1995 and as Director of
Business Development 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. MARK R. BRIGGShas been a director of the Company since March 1998. Since October 2003, Mr.
Briggs has served as the Chairman and Chief Executive Officer of Premier BPO, Inc. (formerly En
Pointe Global Services, Inc.), a consolidated affiliate of the Company. From January 1997 to July
2003, Mr. Briggs was the President and Chief Executive Officer of ClientLogic Corporation (formerly
Softbank Services Group), a leading outsourcer to the digital marketplace. From January 1993
through the end of 1996, Mr. Briggs served as the President and Chief Executive Officer of
Intelligent Electronics, Reseller Division.

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EDWARD O. HUNTERhas been a director of the Company since August 2003. Since March 2002, Mr.
Hunter has been an attorney of counsel to Robinson & Robinson, LLP, a business transactional and
litigation law firm. From July 2000 to March 2002, Mr. Hunter maintained a private law practice
and was Vice President and General Counsel for an international telecommunications joint venture
during its start-up development phase. Prior to that, for an approximate nine year period, Mr.
Hunter practiced law with LeBoeuf, Lamb, Greene & MacRae, LLP, a large multinational law firm, with
emphasis on clients in heavy manufacturing, importation and national distribution. MANSOOR S. SHAHhas been a director of the Company since December 2003. Dr. Shah is a
full-time practicing physician. Since 1978, Dr. Shah has been President of the Lakewood Primary
Care Medical Group where he is responsible for managing and coordinating the medical care of
approximately 10,000 patients annually in four Southern California regional hospitals In addition,
in 1996, Dr. Shah was appointed Chairman and Chief Executive Officer of Lakewood Health Plan, Inc.,
an individual physicians association (IPA) with a membership of 650 physicians, where he is
responsible for the overall management and profitability of the IPA. TIMOTHY J. LILLIGRENhas been a director of the Company since December 2003. Mr.
Lilligren is a practicing CPA, with offices in Manhattan Beach, California. Since 1984 he has
conducted his practice as a sole practitioner, offering his clients audit and tax services in a
variety of industries. Mr. Lilligren has served on the boards of local non-profit organizations in
various capacities including Treasurer. In addition to his practice, from 1988 through 2001, Mr.
Lilligren was active in Manhattan Beach politics including serving as City Clerk, City Councilman,
Mayor, and a member of the City Finance Committee. Bob Din and Naureen Din are husband and wife. Javed Latif, Chief Financial Officer and Senior
Vice President, is the brother-in-law of Bob Din. There are no other family relationships among
any of the directors or executive officers of the Company. Executive Officers The following table and biographical summaries set forth, with respect to each of the
Companys six executive officers, his age, position or positions with the Company, the period
during which he has served as such and his principal occupations or employment during at least the
past five years. The executive officers are appointed by, and serve at the pleasure of, the Board
of Directors. Name
    
    PositionAttiazaz (Bob) Din
    
    Chairman of the Board, President and Chief Executive OfficerJaved Latif
    
    Senior Vice President and Chief Financial OfficerKevin B. Schatzle
    
    Senior Vice President of SalesRobert A. Mercer
    
    Senior Vice President of Finance & Taxation and SecretaryArmen Martirosyan
    
    Vice President of Information TechnologyDavid L. Mochalski
    
    Vice President of Sales
 A biographical summary regarding Mr. Attiazaz (Bob) Din is set forth earlier under the
heading Directors. Biographical information with respect to the Companys other executive
officers is set forth below: JAVED LATIF, 55, rejoined the Company as Senior Vice President of Operations in August 2002
and was appointed Chief Financial Officer in February 2004. Prior to that time, he served as a
consultant to the Company from August 2001 until August 2002. From September 2000 until August
2001, Mr. Latif served as the Controller for SupplyAccess, Inc., a former affiliate of the Company.
Mr. Latif previously has served as Executive Vice President and Chief Financial Officer of the
Company from January 1999 through June 2000. Prior to assuming the Chief Financial Officer duties,
Mr. Latif was Executive Vice President of the Company from May 1994 to January 1999.




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KEVIN B. SCHATZLE, 43, rejoined the Company as Senior Vice President of Sales in March 2002.
Mr. Schatzle previously served as Senior Vice President of the Company from July 1995 until October
1, 1999, when he resigned his position with the Company to become the President of SupplyAccess,
Inc., a former affiliate of the Company. SupplyAccess, Inc. ceased operations in April 2002 and
assigned its assets for the benefit of creditors. ROBERT A. MERCER, 67, has served as Senior Vice President of Finance & Taxation since April
1998. From December 1995 to April 1998 Mr. Mercer served as the Companys Chief Financial Officer.
Since May 2001 Mr. Mercer has also served as the Companys Secretary, having previously served as
its Assistant Secretary since April 1998. ARMEN MARTIROSYAN, 31, has served as Vice President of Information Technology since joining
the Company in January 2002. Prior to that, from March 2000 to December 2001, Mr. Martirosyan
served as the Vice President of Engineering and Director of SAP Development for SupplyAccess, Inc.,
a former affiliate of the Company. SupplyAccess ceased operations in April 2002 and assigned its
assets for the benefit of creditors. From April 1998 to March 2000, Mr. Martirosyan served as a
Senior Consultant with Deloitte & Touche Consulting Group. DAVID L. MOCHALSKI, 44, has served as Vice President of Sales since November of 2003. From
May 2002 through October 2003, Mr. Mochalski served as Director of Sales. He joined the Company as
Director of EBusiness in January 2002. Prior to joining the Company, Mr. Mochalski was Director of
Sales for SupplyAccess, Inc., a former affiliate of the Company, from May of 2000 through December
2001. SupplyAccess, Inc. ceased operations in April 2002 and assigned its assets for the benefit
of creditors. Prior to May 2000, Mr. Mochalski was a Major Account Manager for Hewlett-Packard
Co. serving 13 years with that company. AUDIT COMMITTEE The Companys Audit Committee is composed entirely of directors who are independent as
defined in the NASDAQ listing standards. The Companys Audit Committee for fiscal year 2004 was
composed of Messrs. Lilligren, Shah and Hunter. Mr. Lilligren served as the Chairman of the Audit
Committee. The Board of Directors has determined that each of Messrs. Lilligren and Shah qualifies
as a financial expert as that term is used in the rules and regulations of the SEC. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act),
requires the Companys directors, officers and any persons holding ten percent (10%) or more of the
Companys Common Stock, to file initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission (the SEC). Such filing persons or entities are
required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they
file. Based solely upon its review of 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
Company believes that all filing requirements under Section 16(a) of the Exchange Act applicable 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, 2004, except for the
following: Messrs. Latif, Mercer, Martirosyan and Mochalski were late in filing Forms 4 for the
reporting of stock options granted to such persons on April 1, 2004 that vest over a four year
period. The foregoing stock option grants were reported on Forms 5 filed in January 2005. CODE OF ETHICS The Company has adopted a code of ethics that is applicable to, among others, its principal
executive officer, principal financial officer, principal accounting officer or controller, or
persons performing similar functions, and other designated officers and employees. The Company has
posted such code on its corporate website at
http://www.enpointe.com. Any amendment or waiver to
the Companys code of ethics that applies to its directors or executive officers will be posted on
its website or in a report filed with the SEC on Form 8-K.




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ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The following table shows the compensation paid or accrued by the Company for services
rendered during the three fiscal years ended September 30, 2004 to the Chief Executive Officer and
the four other most highly compensated officers of the Company (the Named Executive Officers),
who were employed by the Company (or a wholly-owned subsidiary) during the fiscal year ended
September 30, 2004. LONG TERMCOMPENSATION AWARDSAnnual Compensation (1)
    
    
    SECURITIESFISCAL
    
    
    
    
    
    
    
    
    
    
    UNDERLYINGNAME AND PRINCIPAL POSITION
    
    YEAR
    
    
    SALARY
    
    
    BONUS
    
    
    OPTIONS(#)Attiazaz (Bob) Din
    
    
    2004
    
    
    $
    550,036
    (2)
    
    $
    100,000
    
    
    
    Chairman of the Board and Chief
    
    
    2003
    
    
    
    690,805
    (2)
    
    
    
    
    
    
    Executive Officer
    
    
    2002
    
    
    
    489,583
    (3)
    
    
    
    
    
    
    Javed Latif
    
    
    2004
    
    
    $
    150,000
    
    
    $
    91,670
    (4)
    
    
    75,000Chief Financial Officer and Senior
    
    
    2003
    
    
    
    150,000
    
    
    
    28,334
    (4)
    
    
    100,000Vice President
    
    
    2002
    
    
    
    25,000
    (5)
    
    
    
    
    
    
    Kevin B. Schatzle
    
    
    2004
    
    
    $
    150,000
    
    
    $
    118,250
    (6)
    
    
    Senior Vice President of Sales
    
    
    2003
    
    
    
    146,827
    
    
    
    58,500
    (6)
    
    
    2002
    
    
    
    77,380
    (7)
    
    
    
    
    
    
    200,000Robert A. Mercer
    
    
    2004
    
    
    $
    150,000
    
    
    $
    37,812
    (8)
    
    
    5,000Senior Vice President of Finance & Taxation
    
    
    2003
    
    
    
    150,000
    
    
    
    
    
    
    
    30,000Secretary
    
    
    2002
    
    
    
    155,824
    

    
    
    
    
    
    
    Armen Martirosyan
    
    
    2004
    
    
    $
    135,000
    
    
    $
    24,062
    (9)
    
    
    10,000Vice President of Information Technology
    
    
    2003
    
    
    
    135,000
    
    
    
    
    
    
    
    2002
    
    
    
    100,673
    (10)
    
    
    
    
    
    
    25,000
   (1)
    
    Does not include the value of perquisites and other personal benefits granted to the
Named Executive Officers which in the aggregate did not exceed the lesser of $50,000 or 10%
of such officers salary and bonus.(2)
    
    Includes payment of $50,036 and $190,805 for accrued vacation for fiscal years 2004 and
2003 respectively.(3)
    
    Includes two and one-half months of voluntary salary reduction in the aggregate amount
of $10,417.(4)
    
    Consists of an accrued bonus for Mr. Latif under his employment agreement.(5)
    
    Mr. Latif was appointed Senior Vice President of Operations on August 6, 2002. Under
terms of his employment agreement, his annual base salary is $150,000. From October 1,
2001 through June 30, 2002, Mr. Latif received an aggregate of approximately $38,500 in
consulting fees. In addition, Okra Consulting, LLC, a partnership in which Mr. Latif was a
general partner, received an aggregate of approximately $365,228 in legal and business
consulting fees. Mr. Latifs consulting fees and fees paid by the Company to Okra
Consulting, LLC are not reflected in the Summary Compensation Table.(6)
    
    Consists of an accrued bonus for Mr. Schatzle under his employment agreement.(7)
    
    Mr. Schatzle was appointed Senior Vice President of Sales on March 18, 2002. Under
terms of his employment agreement, his annual base salary is $150,000. An entity
controlled by Mr. Schatzle, Phoenix LA, LLC, received an aggregate of approximately
$100,000 for consulting services rendered during fiscal 2002. Such compensation is not
reflected in the Summary Compensation Table.(8)
    
    Consists of an accrued bonus for Mr. Mercer under his employment agreement.(9)
    
    Consists of an accrued bonus for Mr. Martirosyan under his employment agreement.(10)
    
    Mr. Martirosyan was appointed Vice President of Information Technology on January 1,
2002.




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Option Grants in Last Fiscal Year The following table sets forth stock options granted to the Named Executive Officers during
fiscal 2004. In addition, in accordance with the rules and regulations of the SEC, the following
table sets forth the hypothetical gains or option spreads that would exist for the options. Such
gains are based on assumed rates of annual compound stock appreciation of 5% and 10% from the date
on which the options were granted over the full term of
the options. The rates do not represent the Companys estimate or projection of future Common
Stock prices, and no assurance can be given that any appreciation will occur or that the rates of
annual compound stock appreciation assumed for the purposes of the following table will be
achieved. INDIVIDUAL GRANTSPERCENT OFNUMBER
    
    
    TOTAL
    
    
    
    
    
    
    
    
    
    
    POTENTIAL REALIZABLEOF
    
    
    OPTIONS
    
    
    
    
    
    
    
    
    
    
    VALUE AT ASSUMEDSECURITIES
    
    
    GRANTED TO
    
    
    
    
    
    
    
    
    
    
    ANNUAL RATES OF STOCKUNDERLYING
    
    
    EMPLOYEES
    
    
    
    
    
    
    
    
    
    
    PRICE APPRECIATIONOPTIONS
    
    
    IN LAST
    
    
    EXERCISE
    
    
    EXPIRATION
    
    
    FOR OPTION TERMNAME
    
    GRANTED
    
    
    FISCAL YEAR
    
    
    PRICE
    
    
    DATE
    
    
    5%
    
    
    10%Attiazaz (Bob) Din
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Kevin Schatzle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Javed Latif
    
    
    75,000
    
    
    
    25.0
    %
    
    
    2.70
    
    
    
    4/1/2014
    
    
    
    127,351
    
    
    
    322,733Robert Mercer
    
    
    5,000
    
    
    
    1.7
    %
    
    
    2.70
    
    
    
    4/1/2014
    
    
    
    8,490
    
    
    
    21,516Armen Martirosyan
    
    
    10,000
    
    
    
    3.3
    %
    
    
    2.70
    
    
    
    4/1/2014
    
    
    
    16,980
    
    
    
    43,031
 Aggregated Option Exercises in Fiscal 2004 and Fiscal 2004 Year-End Option Values The following table sets forth stock option exercises during fiscal 2004 and year-end option
values for options held by the Named Executive Officers: NUMBER OF SECURITIES
    
    
    VALUE OF UNEXERCISEDShares
    
    
    
    
    
    
    UNDERLYING UNEXERCISED
    
    
    IN-THE-MONEY OPTIONS ATAcquired on
    
    
    Value
    
    
    OPTIONS AT FISCAL YEAR END
    
    
    FISCAL YEAR END (1)NAME
    
    Exercise
    
    
    Realized
    
    
    EXERCISABLE
    
    
    UNEXERCISABLE
    
    
    EXERCISABLE
    
    
    UNEXERCISABLEAttiazaz (Bob) Din
    
    
    
    
    
    
    
    
    
    
    66,980
    
    
    
    8,020
    
    
    $
    
    
    
    $
    Kevin Schatzle
    
    
    
    
    
    
    
    
    
    
    135,760
    
    
    
    64,240
    
    
    
    84,171
    
    
    
    39,829Javed Latif
    
    
    
    
    
    
    
    
    
    
    75,910
    
    
    
    99,090
    
    
    
    42,514
    
    
    
    25,486Robert Mercer
    
    
    
    
    
    
    
    
    
    
    32,328
    
    
    
    17,672
    
    
    
    14,515
    
    
    
    9,285Armen Martirosyan
    
    
    
    
    
    
    
    
    
    
    19,470
    
    
    
    15,530
    
    
    
    2,715
    
    
    
    1,285
   (1)
    
    Based on a per share price of $1.93, the closing price of the Common Stock as reported on
the Nasdaq Small Cap Market on September 30, 2004. Employment Agreements Mr. Dins employment agreement with the Company was originally entered into as of March 1,
1996, and was amended in April 1997 and October 2004. Upon the request of Mr. Din, the Company is
obligated to include him as a management nominee for election to the Board of Directors during the
term of such agreement and for a period of five (5) years thereafter. His employment agreement, as
amended to date, provides for an annual base salary of $650,000 per year, effective October 1,
2004. As part of his employment, Mr. Din is entitled to a bonus equal to 3.5% of the Companys
pre-tax net income (if $4.5 million or greater) and his employment agreement 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. In addition, in the event that Mr. Dins employment is terminated under certain
circumstances following an unapproved change in control of the Company, Mr. Din will receive a
severance payout equal to four times his annual base salary in a single lump-sum payment, plus the
payment of certain additional benefits, such as health insurance, for a five year period
thereafter. 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, and other than in connection with an unapproved change in
control as described above, Mr. Din will be entitled to receive, as severance pay, subject to
certain conditions, monthly salary payments in the amount of Mr. Dins current salary for a period
of five years, plus the payment of certain additional benefits, such as health insurance for the
same term. In the case of termination due to death or disability, the severance payment is for a
period of three years instead of five years, and benefits are not continued in the case of death.
In the event that all




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or any portion of the amounts payable to Mr. Din are subject to the excise
tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, the Company has
agreed to gross up the amount payable to cover such additional taxes. Mr. Dins employment
agreement also contains accelerated vesting provisions and extended exercisability of options and
stock appreciation rights upon termination of his employment in certain circumstances. Mr. Dins
agreement prohibits him from competing with the Company for five 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 100,000 shares or more of the Companys
Common Stock offered by him 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 March 28, 2002, the Company entered into a one year employment agreement with Mr. Schatzle
that provided for an annual base salary of $150,000 and provided for quarterly bonuses at the
discretion of the Chief Executive Officer and Board of Directors, conditional upon the Companys
cumulative pre-tax income being positive at the time of bonus consideration. The agreement
automatically renewed at the end of the initial term (March 17, 2003) on a month-to-month basis
until terminated in accordance with its terms. Mr. Schatzles employment agreement also contains
(i) certain non-competition and non-solicitation provisions that expire six (6) months after
termination of such agreement and (ii) a dispute resolution provision. On March 28, 2002, the Company entered into an employment agreement with Mr. Latif that
provided for an annual base salary of $150,000 and provided for quarterly bonuses at the discretion
of the Chief Executive Officer and Board of Directors, conditional upon the Companys cumulative
pre-tax net income being positive at the time of bonus consideration. The agreement automatically
renewed at the end of the initial term (July 31, 2003) on a month-to-month basis until terminated
in accordance with its terms. In the event that Mr. Latifs employment is terminated by the
Company during the term of the agreement without cause, as defined in the agreement, by Mr. Latif
for good reason, as defined in the agreement, or because of his death or disability, Mr. Latif
will be entitled to receive, as severance pay, an amount equal to six months of his then-current
base salary. Mr. Latifs employment agreement also contains (i) certain non-solicitation provisions
that expire eighteen (18) months after termination of such agreement and (ii) a dispute resolution
provision. On March 28, 2002, the Company entered into an employment agreement with Mr. Martirosyan that
provided for an annual base salary of $135,000 and provided for quarterly bonuses at the discretion
of the Chief Executive Officer and Board of Directors, conditional upon the Companys cumulative
pre-tax net income being positive at the time of bonus consideration. The agreement automatically
renewed at the end of the initial term (December 25, 2002) on a month-to-month basis until
terminated in accordance with its terms. Mr. Martirosyans employment agreement also contains (i)
certain non-competition and non-solicitation provisions that expire eighteen (18) months after
termination of such agreement and (ii) a dispute resolution provision. On March 28, 2002, the Company entered into an employment agreement with Mr. Mercer that
provided for an annual base salary of $150,000 and provided for quarterly bonuses at the discretion
of the Chief Executive Officer and Board of Directors, conditional upon the Companys cumulative
pre-tax net income being positive at the time of bonus consideration. The agreement automatically
renewed at the end of the initial term (March 15, 2003) on a month-to-month basis until terminated
in accordance with its terms. In the event that Mr. Mercers employment is terminated by the
Company during the term of the agreement without cause, as defined in the agreement, by Mr.
Mercer for good reason, as defined in the agreement, or because of his death or disability, Mr.
Mercer will be entitled to receive, as severance pay, an amount equal to six months of his
then-current base salary. Mr. Mercers employment agreement also contains (i) certain
non-solicitation provisions that expire eighteen (18) months after termination of such agreement
and (ii) a dispute resolution provision. Other Compensation Arrangements 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, not
to exceed $13,000 in 2004 (subject to adjustments annually as provided in the Internal Revenue
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 non-forfeitable at all times. Directors Compensation During fiscal 2004, each of the Companys outside directors was entitled to receive cash
compensation of $1,000 per month. Each of the Companys outside committee members was entitled to
receive cash compensation of $350 for every committee on which the respective director served.
Additionally, the Compensation Committee has the discretion to grant options to directors under the
Companys 1996 Stock Incentive Plan. In January 2004, three such grants of 50,000 options each
were made to Messrs. Hunter, Shah, and Lilligren at a grant price of $3.38. Compensation Committee Interlocks and Insider Participation The members of the Companys Compensation Committee during the fiscal year ended September 30,
2004 consisted of Messrs. Hunter, Shah and Lilligren, none of whom serves or has served as an
executive officer or employee of the Company or any of its subsidiaries. The Company is not aware
of any compensation committee interlocks that existed during fiscal 2004.




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ITEM 12.
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Beneficial Ownership of Common Stock The following table sets forth certain information regarding the beneficial ownership of
Common Stock as of January 21, 2005 by (i) each stockholder who is known by the Company
to own beneficially more than five percent of the Companys outstanding Common Stock, (ii) each
director and nominee for director of the Company, (iii) each of the Companys executive officers
named in the Summary Compensation Table (see Executive Compensation presented earlier) and (iv)
by all executive officers and directors of the Company as a group. The information as to each
person or entity has been furnished by such person or group. Shares BeneficiallyOwned (1)Name of Beneficial Owner
    
    Number
    
    
    PercentageAttiazaz Bob Din (2)(3)
    
    
    1,224,704
    
    
    
    15.1
    %Naureen Din (2)(3)
    
    
    1,224,704
    
    
    
    15.1
    %Zubair Ahmed (4)
    
    
    689,736
    
    
    
    8.9
    %Kevin Schatzle (5)
    
    
    162,117
    
    
    
    2.1
    %Javed Latif (6)
    
    
    94,670
    
    
    
    1.2
    %Mark Briggs (7)
    
    
    61,340
    
    
    
    *Robert Mercer (8)
    
    
    35,508
    
    
    
    *Armen Martiroysan (9)
    
    
    22,686
    
    
    
    *Edward Hunter (10)
    
    
    17,860
    
    
    
    *Mansoor Shah (11)
    
    
    17,860
    
    
    
    *Timothy Lilligren (12)
    
    
    17,860
    
    
    
    *All executive officers and directors as a group (11 persons) (13)
    
    
    3,569,045
    
    
    
    41.8
    %
   *
    
    Less than 1%.(1)
    
    Applicable percentage of ownership at January 21, 2005, is based upon
6,817,330 shares of Common Stock outstanding. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange Commission and
includes voting and investment power with respect to shares shown as beneficially owned.
Shares of Common Stock subject to options or warrants currently exercisable or
exercisable within 60 days of January 21, 2005 are deemed outstanding for computing the
shares and percentage ownership of the person holding such options or warrants, but are
not deemed outstanding for computing the percentage ownership of any other person or
entity. Except as otherwise indicated, the persons or entities listed below have sole
voting and investment power with respect to all shares shown as beneficially owned by
them. Unless otherwise specified, the address for each beneficial owner is the Companys
principal executive offices, 100 North Sepulveda Boulevard, 19th Floor, El Segundo,
California 90245.(2)
    
    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. However, Mr. and Mrs. Din
have each disclaimed beneficial ownership in each others shares. The number of shares
reported for each of Mr. and Mrs. Din, including options currently exercisable or
exercisable within 60 days of January 21, 2005, reflects 50% of the total number of
shares
beneficially owned by Mr. and Mrs. Din together in either of their names. Additionally, the
amount reported for each of Mr. and Mrs. Din includes 485,912 shares owned by their daughter,
Mediha Din, in which the Dins may each be deemed to have a beneficial ownership.(3)
    
    Includes 197,340 exercisable option shares, which is the aggregate of all options
shares owned and exercisable, including those options exercisable within 60 days of
January 21, 2005.(4)
    
    Includes 47,340 exercisable option shares, which is the aggregate of all options
shares owned and exercisable, including those options exercisable within 60 days of
January 21, 2005.(5)
    
    Includes 157,787 exercisable option shares, which is the aggregate of all options
shares owned and exercisable, including those options exercisable within 60 days of
January 21, 2005.(6)
    
    Includes 94,670 exercisable option shares, which is the aggregate of all options
shares owned and exercisable, including those options exercisable within 60 days of
January 21, 2005.(7)
    
    Includes 52,340 exercisable option shares, which is the aggregate of all options
shares owned and exercisable, including those options exercisable within 60 days of
January 21, 2005.(8)
    
    Includes 35,008 exercisable option shares, which is the aggregate of all options
shares owned and exercisable, including those options exercisable within 60 days of
January 21, 2005.(9)
    
    Includes 22,686 exercisable option shares, which is the aggregate of all options
shares owned and exercisable, including those options exercisable within 60 days of
January 21, 2005.(10)
    
    Includes 17,860 exercisable option shares, which is the aggregate of all options
shares owned and exercisable, including those options exercisable within 60 days of
January 21, 2005.(11)
    
    Includes 17,860 exercisable option shares, which is the aggregate of all options
shares owned and exercisable, including those options exercisable within 60 days of
January 21, 2005.(12)
    
    Includes 17,860 exercisable option shares, which is the aggregate of all options
shares owned and exercisable, including those options exercisable within 60 days of
January 21, 2005.(13)
    
    Includes 858,091 exercisable option shares, which is the aggregate of all options
shares owned and exercisable, including those options exercisable within 60 days of
January 21, 2005.




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Equity Compensation Plan Information The following table sets forth information regarding outstanding options, warrants and rights
and shares reserved for future issuance under the Companys existing equity compensation plans as
of September 30, 2004. The Companys sole stockholder approved equity compensation plan is the
1996 Stock Incentive Plan. The Employee Stock Purchase Plan was also approved by the Companys
stockholders, and is listed separately below. The Company does not have any non-stockholder
approved equity compensation plans. Number of securitiesremaining available forNumber of securities
    
    
    
    
    
    
    future issuance under equityto be issued upon exercise
    
    
    Weighted-average
    
    
    compensation plans as ofof outstanding options,
    
    
    exercise price of
    
    
    September 30, 2004warrants and rights as
    
    
    outstanding options,
    
    
    (excluding securitiesof September 30, 2004
    
    
    warrants and rights
    
    
    reflected in column (a))Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation plans
approved by security holders:1996 Stock Incentive Plan
    
    
    1,495,388
    
    
    $
    3.52
    
    
    
    545,475Employee Stock Purchase Plan
    
    
    N/A
    
    
    
    N/A
    
    
    
    350,007Equity compensation plans not
approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,495,388
    
    
    $
    3.52
    
    
    
    895,482
 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS See EXECUTIVE COMPENSATION  Employment Agreements for a description of certain
arrangements and transactions with executive officers and directors. During fiscal 2004, certain members of Mr. Dins family were employed by the Company and
earned the following compensation (including bonus and commissions, where applicable): Naureen Din
    
    Spouse
    
    Assistant secretary
    
    $
    65,000Ali Din
    
    Son
    
    e-business
    
    $
    76,550Shahzad Munawar
    
    Brother
    
    Director of e-business
    
    $
    142,812Waseem Munawar
    
    Brother
    
    Manager of EDI purchasing
    
    $
    125,483Shahid Jilani
    
    Brother-in-law
    
    Account Executive
    
    $
    102,622Majid Jilani
    
    Brother-in-law
    
    Account Executive
    
    $
    61,415
 The foregoing relatives of Mr. Din continue to be employed by the Company during fiscal 2005. In October 2003, Mr. Briggs became the Chairman, Chief Executive Officer and a significant
stockholder of a newly-formed privately-held corporation, Premier BPO, Inc. (formerly En Pointe
Global Services, Inc.) (PBPO). PBPO was formed to offer business process outsourcing to assist
companies in reducing their back-office overhead expenses by providing offshore outsourcing
alternatives. In connection with the formation of PBPO, the Company invested $509,000 for an
approximate 38% ownership interest. In addition, the Company provided PBPO with a $600,000
five-year 6% interest-bearing note for working capital that was subsequently converted into Series
A non-voting convertible preferred stock in October 2004. The Company also entered into an
employee leasing agreement with PBPO whereby Company employees are leased to EGS on a cost-plus
basis. Mr. Din currently serves on the Board of Directors of PBPO as a designated representative
of En Pointe in accordance with the terms of En Pointes investment in PBPO.




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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES PricewaterhouseCoopers LLP performed the following services for the Company relating to
the fiscal years ended September 30, 2003 and 2004, respectively. Fees Paid to PricewaterhouseCoopers LLP Fiscal Year 2003
    
    
    
    
    
    
    
    
    Fiscal Year 2004Audit Fees
    
    
    
    
    
    
    
    $
    238,000
    
    
    
    
    
    
    
    
    $
    217,600Audit-Related Fees
    
    
    
    
    
    
    
    $
    12,800
    
    
    
    
    
    
    
    
    $
    20,000Tax Fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Subtotal
    
    
    
    
    
    
    
    $
    250,800
    
    
    
    
    
    
    
    
    $
    237,600All Other Fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Fees
    
    
    
    
    
    
    
    $
    250,800
    
    
    
    
    
    
    
    
    $
    237,600
 SERVICES PROVIDED BY PRICEWATERHOUSECOOPERS LLP All services rendered by PricewaterhouseCoopers LLP are permissible under applicable laws and
regulations, and are pre-approved by the Audit Committee. Pursuant to SEC rules, the fees paid to
PricewaterhouseCoopers LLP for services are disclosed in the table above under the categories
listed below.  1.)
    Audit Fees These are fees for professional services performed by
PricewaterhouseCoopers LLP for the audit of the Companys annual financial statements and
review of financial statements included in the
Companys 10-Q filings, and services that are normally provided in connection with statutory
and regulatory filings or engagements.2.)
    Audit-Related Fees These are fees for assurance and related services performed by
PricewaterhouseCoopers LLP that are reasonably related to the performance of the audit or
review of the Companys financial statements. This includes: employee benefit and
compensation plan audits; due diligence related to mergers and acquisitions; attestations
by PricewaterhouseCoopers LLP that are not required by statute or regulation; and
consulting on financial accounting/reporting standards.3.)
    Tax Fees These are fees for professional services performed by PricewaterhouseCoopers
LLP with respect to tax compliance, tax advice and tax planning. This includes preparation
of original and amended tax returns for the Company and its consolidated subsidiaries;
refund claims; payment planning; tax audit assistance; and tax work stemming from
Audit-Related items.4.)
    All Other Fees These are fees for other permissible work performed by
PricewaterhouseCoopers LLP that does not meet the above category descriptions These services are actively monitored (both spending level and work content) by the Audit
Committee to maintain the appropriate objectivity and independence in PricewaterhouseCoopers LLPs
core work, which is the audit of the Companys consolidated financial statements. The Audit Committee has determined that the provision of services, in addition to audit
services, rendered by PricewaterhouseCoopers LLP and the fees paid therefore in fiscal 2004 were
compatible with maintaining PricewaterhouseCoopers LLPs independence. POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT SERVICES AND PERMISSIBLE NON-AUDIT SERVICES OF
INDEPENDENT AUDITORS The Audit Committees policy is to pre-approve all audit and permissible non-audit services
performed by the independent auditors. These services may include audit services, audit-related
services, tax services and other services. For audit services, the independent auditor provides
the Audit Committee with an audit plan including proposed fees in advance of the annual audit. The
Audit Committee approves the plan and fees for the audit. For non-audit services, the Companys senior management will submit from time to time to the
Audit Committee for approval non-audit services that it recommends the Audit Committee engage the
independent auditor to provide during the fiscal year. The Companys senior management and the
independent auditor will each confirm to the Audit Committee that each non-audit service is
permissible under all applicable legal requirements. A budget, estimating non-audit service
spending for the fiscal year, will be provided to the Audit Committee along with the request. The
Audit Committee must approve both permissible non-audit services and the budget for such services.




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##### Table of Contents



PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K The Registrant is also amending the Exhibit Index in Item 15 to include the
certifications required by Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, as Exhibits 31.1 and 31.2. (a)(3). EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K  31.1
    Certification by Chief Executive Officer Pursuant to Rule
13a-14(a)/15d-14(a), As Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    Certification by Chief Financial Officer Pursuant to Rule
13a-14(a)/15d-14(a), As Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.




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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 duly caused this amendment to its Annual Report on Form 10-K for the
fiscal year ended September 30, 2004, to be signed on its behalf by the undersigned, thereunto duly
authorized. EN POINTE TECHNOLOGIES, INC.Dated:  January 28, 2005
    By:
    /s/ ATTIAZAZ BOB DINAttiazaz Bob Din,Chairman of the Board, Chief Executive
   Officer and President
   (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this amendment to Annual
Report on Form 10-K for the fiscal year ended September 30, 2004 has been signed below by the
following persons in the capacities and on the dates indicated. Signature
    
    Title
    
    
    
    DateChairman of the Board,
    
    
    
    January 28, 2005/s/ ATTIAZAZ BOB DIN
    
    Chief Executive Officer and President(Principal Executive Officer)Attiazaz Bob DinSenior Vice President and Chief
Financial Officer
    
    
    
    January 28, 2005/s/ JAVED LATIF
    
    (Principal Financial and PrincipalAccounting Officer)Javed Latif*
    
    Director
    
    
    
    January 28,
2005Naureen Din*
    
    Director
    
    
    
    January 28, 2005Zubair Ahmed*
    
    Director
    
    
    
    January 28, 2005Mark Briggs*
    
    Director
    
    
    
    January 28, 2005Edward O. Hunter*
    
    Director
    
    
    
    January 28, 2005Mansoor S. Shah*
    
    Director
    
    
    
    January 28, 2005Timothy J. Lilligren
 /s/ ATTIAZAZ BOB DIN* Attiazaz Bob Din, Attorney-in-fact




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EN POINTE TECHNOLOGIES, INC. FORM 10-K/A 
 Exhibit Index SequentialPage Number31.1
    
    Certification by
Chief Executive
Officer Pursuant to
Rule
13a-14(a)/15d-14(a),
As Adopted Pursuant to
Section 302 of the
Sarbanes-Oxley Act of
2002.31.2
    
    Certification by
Chief Financial
Officer Pursuant to
Rule
13a-14(a)/15d-14(a),
As Adopted Pursuant to
Section 302 of the
Sarbanes-Oxley Act of
2002.