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
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Date of Report (Date of Earliest Event Reported): |
March 26, 2008 |
En Pointe
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
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000-28052 |
75-2467002 |
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(Commission File Number) |
(I.R.S.
Employer Identification No.) |
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18701 Figueroa
Street
Gardena,
California
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90248 |
(Address
of principal executive offices) |
(Zip
Code) |
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Registrant’s
telephone number, including area code |
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_____________________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.
Effective upon
the completion of signing on March 26, 2008, En Pointe Technologies Sales,
Inc. ("the Company"), a wholly-owned subsidiary of En Pointe Technologies,
Inc. and IBM Credit LLC ("IBM") entered into an agreement (the "Agreement") for
inventory financing. The Agreement is for a one year period of time or
such other period as IBM and the Company may agree to from time to time.
Under the Agreement, the Company may borrow up to $25 million of certain
eligible accounts receivable and inventory. The borrowing base for
inventory financing is limited to sales to International Business Machines
Corporation and/or IBM Global Services. Interest free financing is
provided with the number of days of interest free financing depending on
the vendor and product purchased. Beyond the interest free financing
period, interest is charged at the prime rate plus 6.5% per annum.
The Agreement is collateralized by accounts receivable, inventory and
substantially all other assets. The parent, En Pointe Technologies, Inc.,
has provided its guarantee to IBM for the inventory financing
Agreement. The Agreement also requires that the Company maintain a
lockbox and special deposit account for proceeds of customer's
accounts. In conjuction with this financing Agreement, GE
Commercial Distribution Finance Corporation and IBM Credit LLC, have signed
Intercreditor Agreements.
The
Agreement contains numerous covenants including the method of financial
reporting to IBM. In addition there are two financial
covenants:
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Total
subordinated debt and tangible net worth (both as defined under the Agreement)
must be equal to or greater than $12,250,000.
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Funded
debt (as defined under the Agreement) divided by EBITDA (Earnings Before
Interest, Taxes, Depreciation and Amortization) must be less than or equal to
3.5:1.0
The
foregoing description of the Agreement is qualified in its entirety by
reference to the Agreement, which is attached as Exhibit 10-66 hereto and is
incorporated 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.
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(a)
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Financial
statements of business acquired. |
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(b) |
Pro
forma financial information. |
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(c) |
Shell
Company Transactions. |
(d)
Exhibits:
| Exhibit |
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| Number |
Description |
| 10.66 |
Agreement
for Inventory Financing dated March 18, 2008 between IBM Credit LLC and
the Company. |
| 10.67 |
Collateralized
Guarantee |
| 10.68 |
Deposit
Account Control Agreement |
| 10.69 |
Intercreditor
Agreement |
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.
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En
Pointe Technologies, Inc. |
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March 28,
2008 |
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By: |
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/s/ Robert A.
Mercer____________ |
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Name: Robert A.
Mercer |
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Title: Corporate
Secretary |