v0907_8k.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
 
 
Date of Report (Date of Earliest Event Reported):
 
September 25, 2007
 
En Pointe Technologies, Inc.
 
__________________________________________
 
 
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware
000-28052
75-2467002
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
 
 
 
2381 Rosecrans Avenue, Suite 325, El Segundo, California
 
90245
_________________________________
(Address of principal executive offices)
 
___________
(Zip Code)
 

 
 
 
 
Registrant’s telephone number, including area code:
 
(310) 725-5200
 
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))
 
 
 
 
 
Item 1.01 Entry into a Material Definitive Agreement.

    On September 25, 2007, En Pointe Technologies Sales, Inc. and En Pointe Gov, Inc. , wholly-owned subsidiaries of En Pointe Technologies, Inc. ("En Pointe"), and GE Commercial Distribution Finance Corporation entered into an Amendment (the Amendment") to that certain Business Financing Agreement and that certain Agreement for Wholesale Financing, each dated June 25, 2004, as amended.  
 
    The Amendment is effective September 25, 2007 and deletes all prior finacial covenants in their entirety to be replaced with the following two financial covenants that En Pointe will maintain as of the last day of each calendar quarter:    
 
a.  Tangible Net Worth and Subordinated Debt, as defined in the Amendment, in the combined amount of not less than $12,750,000.
b.  Total Funded Indebtedness, as defined in the Amendment, to EBITDA for the preceding four fiscal quarters then ended, shall be no more than three to one (3.00:1.00).
 
    The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 10-63 hereto and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
    The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
 
 
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 10-63
Amendment to Business Financing Agreement and Agreement for Wholesale Financing among En Pointe Technologies Sales, Inc., En Pointe Gov, Inc. and GE Commercial Distribution Finance Corporation, dated September 25, 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.
  
 
 
 
September 26, 2007
 
By:
/s/ Javed Latif
 
 
 
Name: Javed Latif
 
 
 
Title: Chief Financial Officer

EXHIBIT 10-63

ENDMENT TO BUSINESS FINANCING AGREEMENT AND
AGREEMENT FOR WHOLESALE FINANCING

This Amendment is made to (i) that certain Business Financing Agreement executed on the 25th day of June, 2004, between En Pointe Technologies Sales, Inc. and En Pointe Gov, Inc.   (individually, collectively and jointly and severally "Dealer") and GE Commercial Distribution Finance Corporation ("CDF"), as amended ("BFA") and (ii) that certain Agreement for Wholesale Financing between Dealer and CDF dated June 25, 2004 as amended ("AWF").

FOR VALUE RECEIVED, CDF and Dealer agree that the following paragraph is incorporated into the AWF and BFA as if fully and originally set forth therein (capitalized terms shall have the same meaning as defined in the BFA unless otherwise indicated):

1.
As of the date of execution of this Amendment, all prior financial convenants as previously set forth are hereby deleted in their entirety and restated to read as follows:

“En Pointe Technologies, Inc., Guarantor of Dealer’s obligations to CDF under a Collateralized Guaranty dated June 25, 2004 (“Guarantor”), will maintain, as of the last day of each calendar quarter set forth below:

(a)  
a Tangible Net Worth and Subordinated Debt in the combined amount of not less than the amount shown below:

Quarter-end                                                                                     Amount
 June 30, 2007 and each quarter-end thereafter                                                                                                           $12,750,000

 
(b)  
Dealer covenants that the ratio of Guarantor's Total Funded Indebtedness, calculated as of the last day of each fiscal quarter, commencing with the fiscal quarter ending on June 30, 2007, to EBITDA, calculated as of the last day of each such fiscal quarter, for the preceding four fiscal quarters then ended, shall be no more than three to one (3.00:1.00).
 
For purposes of this paragraph:  (i) 'Tangible Net Worth' means the book value of  Guarantor's assets less liabilities, excluding from such assets all Intangibles; (ii) 'Intangibles' means and includes general intangibles; software (purchased or developed in-house); accounts receivable and advances due from officers, directors, employees, stockholders, members, owners and affiliates; leasehold improvements net of depreciation; licenses; good will; prepaid expenses; escrow deposits; covenants not to compete; the excess of cost over book value of acquired assets; franchise fees; organizational costs; finance reserves held for recourse obligations; capitalized research and development costs; the capitalized cost of patents, trademarks, service marks and copyrights net of amortization; and such other similar items as CDF may from time to time determine in CDF's sole discretion; (iii) 'Debt' means all of  Guarantor's liabilities and indebtedness for borrowed money of any kind and nature whatsoever, whether direct or indirect, absolute or contingent, and including obligations under capitalized leases, guaranties, or with respect to which  Guarantor has pledged assets to secure performance, whether or not direct recourse liability has been assumed by  Guarantor; (iv) 'Subordinated Debt' means all of  Guarantor's Debt which is subordinated to the payment of  Guarantor's liabilities to CDF by an agreement in form and substance satisfactory to CDF; (v) 'Current Tangible Assets' means  Guarantor's current assets less, to the extent otherwise included therein, all Intangibles  (vi) ‘Funded Debt’ means,  the sum of the following, without duplication (1) Dealer's outstanding principal and interest indebtedness to CDF excluding the principal outstanding under Dealer's inventory floorplan credit facility and,  (2) Guarantor's aggregate outstanding principal balance of all other indebtedness for borrowed money, including, without limitation, the amount which would have been the aggregage cost of all property leased pursuant to a capital lease if such property would have been purchased rather than leased,  but, excluding, (3) Subordinated Debt, and (4) that portion of the outstanding principal balance of Guarantor's Pakistan affiliates' indebtedness for borrowed money up to the amount of such affiliates' interest bearing assets and (vii) ‘EBITDA’ means, net operating income plus depreciation and amortization plus other income as reflected on Guarantor's quarterly consolidated financial statements that have been prepared according to GAAP (“GAAP”).  All terms used herein to the extent not defined shall be used in accordance with generally accepted accounting principles consistently applied.  All amounts, if applicable, shall be calculated on a consolidated basis (“GAAP”).

Dealer waives notice of CDF’s acceptance of this Amendment.

All other terms and provision of the BFA and AWF, to the extent consistent with the foregoing, are hereby ratified and will remain unchanged and in full force and effect.

IN WITNESS WHEREOF, Dealer and CDF have both read this Amendment to the BFA and AWF, understand all the terms and provisions hereof, and agree to be bound thereby and subject thereto as of this 25th  day of September , 2007.

ATTEST:                                                                           EN POINTE TECHNOLOGIES SALES, INC.

/s/ Robert A. Mercer                                                      By:  /s/ Attiazaz “Bob” Din                                                                
Robert A. Mercer, Secretary                                                                             Attiazaz “Bob” Din
       Chief Executive Officer

ATTEST:                                                                           EN POINTE GOV, INC.

/s/ Robert A. Mercer                                                      By:  /s/ Attiazaz “Bob” Din                                                                
Robert A. Mercer, Secretary                                                                             Attiazaz “Bob” Din
       Chief Executive Officer

GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION

By:  /s/ David J. Lynch                                                      
       David J. Lynch
       Vice President of Operations
ACKNOWLEDGEMENT BY GUARANTOR:
EN POINTE TECHNOLOGIES, INC.

By:  /s/ Attiazaz “Bob” Din___________________________________
       Attiazaz “Bob” Din
       President