Schedule 13D/A

0001362310-09-006204.txt : 20090430 0001362310-09-006204.hdr.sgml : 20090430 20090430172946 ACCESSION NUMBER: 0001362310-09-006204 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090430 DATE AS OF CHANGE: 20090430 GROUP MEMBERS: ATTIAZAZ DIN GROUP MEMBERS: MEDIHA M. DIN IRREVOCABLE TRUST GROUP MEMBERS: NAUREEN DIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EN POINTE TECHNOLOGIES INC CENTRAL INDEX KEY: 0001010305 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 752467002 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49679 FILM NUMBER: 09785277 BUSINESS ADDRESS: STREET 1: 18701 S. FIGUEROA STREET CITY: GARDENA STATE: CA ZIP: 90248-4506 BUSINESS PHONE: 3103375200 MAIL ADDRESS: STREET 1: 18701 S. FIGUEROA STREET CITY: GARDENA STATE: CA ZIP: 90248-4506 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DIN ATTIAZAZ CENTRAL INDEX KEY: 0001033315 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 18701 S. FIGUEROA STREET CITY: GARDENA STATE: CA ZIP: 90248 SC 13D/A 1 c84495sc13dza.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

En Pointe Technologies, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

29247F-10-8

(CUSIP Number)

Attiazaz (“Bob”) Din
Naureen Din
Mediha M. Din
18701 S. Figueroa Street
Gardena, California 90248

With a copy to:
Barry M. Abelson, Esquire
Pepper Hamilton LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, Pennsylvania 19103
(215) 981-4000

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

April 30, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		29247F-10-8

NAMES OF REPORTING PERSONS

Attiazaz (“Bob”) Din

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

SC; PF

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

756,802*

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

756,802*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

756,802*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3% (based on shares outstanding as of December 31, 2008)

TYPE OF REPORTING PERSON

* Excludes (i) 756,802 shares of common stock owned by Naureen Din, Mr. Din’s husband and a reporting person on this Schedule 13D, including options to purchase 175,000 shares that were exercisable within 60 days of March 11, 2009, and (ii) 211,511 shares of common stock held in a trust for the benefit of Mr. and Mrs. Din’s adult son, Ali Din, for which Mrs. Din serves as the sole. Pursuant to Rule 13d-4 of the Exchange Act, Mr. Din has disclaimed beneficial ownership of such shares.

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CUSIP No.		29247F-10-8

NAMES OF REPORTING PERSONS

Naureen Din

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

SC; PF

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

756,802**

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

756,802**

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

756,802**

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3% (based on shares outstanding as of December 31, 2008)

TYPE OF REPORTING PERSON

** Excludes (i) 756,802 shares of common stock owned by Attiazaz Din, Mrs. Din’s husband and a reporting person on this Schedule 13D, including options to purchase 175,000 shares that were exercisable within 60 days of April 30, 2009 and (ii) 211,511 shares of common stock held in a trust for the benefit of Mr. and Mrs. Din’s adult son, Ali Din, for which Mrs. Din serves as the sole trustee. Pursuant to Rule 13d-4 of the Exchange Act, Mrs. Din has disclaimed beneficial ownership of such shares.

- - 3 -


CUSIP No.		29247F-10-8

NAMES OF REPORTING PERSONS

Mediha M. Din Irrevocable Trust

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

California

SOLE VOTING POWER

NUMBER OF

485,912

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

485,912

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

485,912

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.8% (based on shares outstanding as of December 31, 2008)

TYPE OF REPORTING PERSON

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Explanatory Note

This Amendment No. 1 to Schedule 13D amends and restates the Schedule 13D filed by the Reporting Persons on March 18, 2009 solely to reflect that the shares of Common Stock previously reported to be beneficially owned by Mediha M. Din are beneficially owned by the Mediha M. Din Irrevocable Trust.

Item 1. Security and Issuer

This statement relates to shares of common stock, $0.001 par value (“Common Stock”), of En Pointe Technologies, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 18701 S. Figueroa Street, Gardena, California 90248.

Item 2. Identity and Background

(a)-(c) Attiazaz “Bob” Din (“Mr. Din”) is a Director of the Issuer and also serves as the Chief Executive Officer and the President of the Issuer. His business address is 18701 S. Figueroa Street, Gardena, California 90248.

Naureen Din (“Mrs. Din”) is the wife of Mr. Din. Mrs. Din is a Director of the Issuer. Her business address is 18701 S. Figueroa Street, Gardena, California 90248.

Mediha M. Din Irrevocable Trust (the “Trust” and, together with Mr. Din and Mrs. Din, the “Reporting Persons”) was formed under the laws of the State of California. The principal purpose of the Trust is to hold shares of Common Stock for the benefit of the beneficiary of the Trust. Jacob Stettin is the sole trustee of the Trust. Mr. Stettin has no affiliation with the Issuer or any of the Reporting Persons other than in his capacity as trustee of the Trust. The Trust’s business address is 18701 S. Figueroa Street, Gardena, California 90248.

(d) During the last five years, no Reporting Person has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, no Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws, and which judgment, decree or final order was not subsequently vacated.

(f) Each of Mr. and Mrs. Din is a citizen of the United States of America. The Trust was formed under the laws of the State of California.

Item 3. Source and Amount of Funds or Other Consideration

The shares of Common Stock beneficially owned by the Reporting Persons were acquired either by Mr. Din and Mrs. Din as founders of the Issuer, as compensation for Mr. Din’s services to the Issuer, through open market purchases or private transactions using personal funds, or, in the case of the Trust, by transfer from Mr. and Mrs. Din.

The disclosure under Item 4 below is also incorporated herein by reference.

Item 4. Purpose of Transaction

The Reporting Persons originally acquired the shares of Common Stock reported herein for investment purposes.

On March 11, 2008, Din Global Corporation, a Delaware corporation (“Holdings”), ENP Acquisition, Inc., a newly formed Delaware corporation and wholly owned subsidiary of Holdings (“ENP”), and the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”). Under the Merger Agreement, upon the terms and subject to the conditions set forth in the Merger Agreement, ENP will be merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the “Merger”). At the effective time of the Merger, each share of Common Stock, other than shares held by Holdings, ENP and the Reporting Persons and other than those shares with respect to which appraisal rights are properly exercised, will be cancelled and converted into the right to receive $2.50 in cash, without interest.

-5-

Mr. Din presently holds the only issued and outstanding share of capital stock of Holdings. The Reporting Persons intend to contribute, immediately prior to the effective time of the Merger, their shares of the Issuer to Holdings in exchange for shares of common stock of Holdings.

In connection with the execution of the Merger Agreement, ENP executed a commitment letter dated March 11, 2009 (the “Commitment Letter”) with GE Commercial Distribution Finance Corporation (“GEDFC”), the Issuer’s current lender, pursuant to which GEDFC has agreed, subject to the terms and conditions in the letter, to provide up to $35 million in new financing and the refinancing of Issuer’s existing secured debt to be used to pay the aggregate consideration payable as a result of the Merger and for the Issuer’s general working capital purposes after the consummation of the Merger. The Reporting Persons, Holdings and ENP intend to pay the aggregate consideration payable as a result of the Merger through borrowings pursuant to the Commitment Letter and the Issuer’s available cash. The foregoing description of the Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Commitment Letter, a copy of which is attached to this report as Exhibit 3 and which is incorporated herein by reference.

Following the consummation of the Merger, the Issuer’s Common Stock will be delisted from the Nasdaq Capital Market.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the board of directors of ENP immediately prior to the effective time of the Merger will become the board of directors of the Issuer, and the officers of the Issuer will continue as its officers. Also at the effective time of the Merger, the certificate of incorporation and bylaws of the Issuer will be amended and restated as provided in the Merger Agreement.

The foregoing description of the Merger Agreement and the Merger and the other transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached to this report as Exhibit 2 and which is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

	(a)		See Items 11 and 13 of the cover pages to this Schedule 13D.

	(b)		See Items 7 through 10 of the cover pages to this Schedule 13D.

	(c)		No transactions in the shares of Common Stock have been effected by the Reporting Persons during the past 60 days.

	(d)		None.

	(e)		Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The disclosure under Item 4 above is hereby incorporated herein by reference.

-6-

Item 7. Material to Be Filed as Exhibits

	1.		Joint Filing Agreement dated April 30, 2009 by and among Attiazaz “Bob” Din, Naureen Din and Mediha M. Din Irrevocable Trust.

	2.		Agreement and Plan of Merger among Din Global Corp, ENP Acquisition, Inc. and En Pointe Technologies, Inc. dated as of March 11, 2009 (incorporated by reference to Exhibit 2.2 to the Form 8-K filed by the Issuer on March 17, 2009).

	3.		Letter agreement dated March 11, 2009 between GE Commercial Distribution Finance Corporation and ENP Acquisition, Inc. (incorporated by reference to Exhibit 3 to the Schedule 13D filed by the Reporting Persons on March 18, 2009).

-7-

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: April 30, 2009	/s/ Attiazaz “Bob” Din
	Attiazaz “Bob” Din

Date: April 30, 2009	/s/ Naureen Din
	Naureen Din

Date: April 30, 2009	Medina M. Din Irrevocable Trust

	By: /s/ Jacob Stettin
	Name: Jacob Stettin
	Title: Trustee

-8-

Exhibit Index

	1.		Joint Filing Agreement dated April 30, 2009 by and among Attiazaz “Bob” Din, Naureen Din and Mediha M. Din Irrevocable Trust.

	2.		Agreement and Plan of Merger among Din Global Corp, ENP Acquisition, Inc. and En Pointe Technologies, Inc. dated as of March 11, 2009 (incorporated by reference to Exhibit 2.2 to the Form 8-K filed by the Issuer on March 17, 2009).

	3.		Letter agreement dated March 11, 2009 between GE Commercial Distribution Finance Corporation and ENP Acquisition, Inc. (incorporated by reference to Exhibit 3 to the Schedule 13D filed by the Reporting Persons on March 18, 2009).

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EX-1 2 c84495exv1.htm EXHIBIT 1 Exhibit 1

Exhibit 1

Joint Filing Agreement,
Dated as of April 30, 2009

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of Attiazaz “Bob” Din, Naureen Din and the Mediha M. Din Irrevocable Trust on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of common stock, par value $0.001 per share, of En Pointe Technologies, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 30th day of April, 2009.


	/s/ Attiazaz “Bob” Din
	Attiazaz “Bob” Din

	/s/ Naureen Din
	Naureen Din

	Mediha M. Din Irrevocable Trust

	By: /s/ Jacob Stettin
	Name: Jacob Stettin
	Title: Trustee