UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 1
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
| |
|
|
Date
of Report (Date of Earliest Event Reported): |
December 17, 2007 |
En
Pointe Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
| |
|
|
000-28052 |
75-2467002 |
|
(Commission
File Number) |
(I.R.S.
Employer Identification No.) |
| |
|
|
18701
S. Figueroa
Gardena,
California |
90248 |
|
(Address
of principal executive offices) |
(Zip
Code) |
Registrant’s
telephone number, including area code
_____________________Not
Applicable____________________
Former
name or former address, if changed since last report
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
This Current
Report on Form 8-K/A amends the Current Report on Form 8-K (the Initial 8-K) of
En Pointe Technologies, Inc. filed with the
Securities and Exchange Commission on December 17, 2007. Disclosure
contained in the Initial 8-K was intended to only
report an amendment to the bylaws but also contained an erroneous fiscal year
EDGAR tagging that indicated a change of fiscal year from 0930 to 0317, or
September 30, to March 17, which was incorrect. This filing corrects
and restates the fiscal year back to 0930, or September 30.
This Form
8-K/A amends and restates the Initial 8-K in
its entirety. Other than correcting the misidentification of the
above-referenced fiscal year end disclosure in the EDGAR tagging,
no changes have been
made to the body of the report that was contained in the Initial 8-K.
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
December 17, 2007, the Board of Directors of En Pointe Technologies, Inc. (the
“Company”), pursuant to the authority conferred on it by Section 8 of
Article VII of the Company’s Amended and Restated Bylaws (the “Bylaws”),
amended and restated, in its entirety, Article V of the Company’s Bylaws,
entitled “Stock,” to allow for the registration, issuance and transfer of the
Company’s stock, without the issuance of physical stock
certificates. This Bylaw amendment continues to permit stockholders
to obtain a physical stock certificate upon request.
Prior to
the foregoing amendment, the Company’s Bylaws did not address the registration,
issuance or transfer of uncertificated shares. The amendment and
restatement of Article V was adopted in order to make the Company eligible to
participate in a direct registration program operated by a clearing agency
registered under Section 17A of the Securities Exchange Act of 1934, as amended,
as required by new NASDAQ listing standards. The new NASDAQ listing
standards, which were approved by the Securities and Exchange Commission on
August 8, 2006, require that all companies listed on NASDAQ be eligible for a
direct registration system by January 1, 2008 in order to qualify for continued
listing.
The
foregoing description of the Bylaw amendment is qualified in its entirety by
reference to the Certificate of Amendment to the Company’s Bylaws, a copy of
which is filed as Exhibit 3.5 to this report and is incorporated by reference
into this description.
Item
9.01 Financial Statements and Exhibits.
|
(a)
|
Financial
statements of business acquired. |
|
Not
applicable. |
|
(b)
|
Pro
forma financial information. |
|
Not
applicable. |
|
(c)
|
Shell
Company Transactions. |
|
Not
applicable. |
(d)
Exhibits:
|
Exhibit
Number |
|
Description |
|
|
Exhibit
3-5 |
Certificate
of Amendment of Amended and Restated Bylaws of En Pointe Technologies,
Inc., as adopted December 17, 2007. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
|
|
|
|
| |
|
En
Pointe Technologies, Inc. |
| |
|
|
|
|
|
January 4,
2008 |
|
By: |
/s/
Robert A. Mercer |
|
| |
|
|
Name:
Robert A. Mercer |
|
| |
|
|
Title:
Corporate Secretary |
|
Exhibit
3-5
CERTIFICATE
OF AMENDMENT
OF
AMENDED
AND RESTATED BYLAWS
OF
EN
POINTE TECHNOLOGIES, INC.
The
undersigned, who is the duly elected, qualified and acting Secretary of En
Pointe Technologies, Inc., a Delaware corporation (the “Corporation”),
does hereby certify, as follows:
1. Article
V of the Amended and Restated Bylaws of the Corporation was amended and
restated, by unanimous written consent of the Board the Directors of the
Corporation dated December 17, 2007, to read in its entirety, as
follows:
ARTICLE
V
STOCK
Section
1. Certificates
for Stock; Uncertificated Shares; Stock Records. The shares of
stock of the Corporation may be certificated or uncertificated, as provided
under the General Corporation Law of the State of Delaware.
(a) Certificates
for Stock. Every owner of stock of the Corporation, upon written
request to the transfer agent or the registrar of the Corporation, shall be
entitled to have a certificate or certificates for shares of stock, to be in
such form as the Board of Directors shall prescribe, certifying the number and
class or series of shares of the stock of the Corporation owned by such
owner. The certificates representing shares of such stock shall be
signed in the name of the Corporation by (i) the Chairman or Vice Chairman of
the Board of Directors, or by the Chief Executive Officer, the President or any
Vice President, and (ii) by the Chief Financial Officer, the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant
Secretary. Every certificate surrendered to the Corporation for
exchange or transfer shall be cancelled, and no new certificate or certificates,
or, upon request, uncertificated shares of stock, shall be issued in
exchange for any existing certificate until such existing certificate shall have
been so cancelled, except in cases provided for in Section 3
hereof.
(b) Uncertificated
Shares. Shares of stock of the Corporation may be evidenced by
registration in the owner’s name in uncertificated form on the books of the
Corporation. To the extent required by applicable law, within a
reasonable time after the issuance or transfer of uncertificated shares of
stock, the Corporation shall send or cause to be sent to the registered owner
thereof a written notice containing the information required to be set forth or
stated on certificates representing shares of that class or series of stock, or
a statement that the Corporation will furnish without charge to each registered
owner thereof who so requests, the powers, designations, preferences and
relative rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. Except
as otherwise expressly provided by applicable law, the rights and obligations of
the owners of uncertificated shares of stock and the rights and obligations of
the owners of certificated shares of stock of the same class and series shall be
identical.
(c) Stock
Records. A record shall be kept of the respective names of the
persons, firms or corporations owning shares of the Corporation’s stock, whether
certificated or uncertificated, the number and class or series of shares owned
thereby, respectively, and the respective dates thereof, and in case of
cancellation, the respective dates of cancellation.
Section
2. Signatures. Any
or all of the signatures on any such certificate may be a
facsimile. In case any officer, transfer agent or registrar who has
signed, or whose facsimile signature has been placed upon, any such certificate,
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, such certificate may nevertheless be issued by the
Corporation with the same effect as though the person who signed such
certificate, or whose facsimile signature shall have been placed thereupon, were
such officer, transfer agent or registrar at the date of issue.
Section
3. Lost,
Stolen or Destroyed Certificates. The Corporation may issue a new
certificate or may issue uncertificated shares in place of any certificate
theretofore issued by the Corporation, alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate to be lost, stolen or destroyed. The Corporation may,
in the discretion of the Board of Directors and as a condition precedent to the
issuance of such new certificate or uncertificated shares, require the owner of
such lost, stolen, or destroyed certificate, or his legal representative, to
give the Corporation a bond (or other security) sufficient to indemnify it
against any claim that may be made against the Corporation (including any
expense or liability) on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate or uncertificated
shares.
Section
4. Transfers
of Stock. Transfers of shares of stock of the Corporation shall
be made only on the books of the Corporation by the registered holder thereof,
or by such holder’s attorney-in-fact thereunto authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or a
transfer agent appointed as provided in Section 6 hereof, and, in the case of
certificated shares of stock, upon surrender of the certificate or certificates
for such shares properly endorsed and the payment of all taxes thereon, or, in
the case of uncertificated shares of stock, upon receipt of proper transfer
instructions, payment of all taxes thereon and compliance with appropriate
procedures for transferring shares in uncertificated form. Whenever
any transfer of shares shall be made for collateral security, and not
absolutely, such fact shall be so expressed in the entry of transfer if, when
the shares, whether certificated or uncertificated, shall be presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.
Section
5. Record
Holders. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the record holder of
shares to receive dividends, and to vote as such record holder, and to hold
liable for calls and assessments a person registered on its books as the record
holder of shares, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise required by law.
Section
6. Regulations. The
Board of Directors may make such rules and regulations as it may deem expedient,
not inconsistent with these Amended and Restated Bylaws, concerning the issue,
transfer and registration of certificated or uncertificated shares of stock of
the Corporation. It may appoint, or authorize any officer or officers
to appoint, one or more transfer clerks or one or more transfer agents and one
or more registrars, and, in the case of certificated shares of stock, may
require all such certificates to bear the signature or signatures of any of
them.
2. The
foregoing amendments to the Amended and Restated Bylaws of the Corporation have
not been modified, amended, rescinded or revoked and remain in full force and
effect on the date hereof.
IN
WITNESS WHEREOF, I have hereunto subscribed my name on December 17,
2007.
/s/
Robert A.
Mercer
Robert A.
Mercer
Secretary