-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PGkh1o32WlNbA9xusx0skerF1/C07wvIWNbSK+4hYggeslAWZyhQcPeOP3ItFYIJ f65qNgG56UA1RM+T6xeRKA== 0001193125-09-107798.txt : 20090512 0001193125-09-107798.hdr.sgml : 20090512 20090512060307 ACCESSION NUMBER: 0001193125-09-107798 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090512 DATE AS OF CHANGE: 20090512 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fife John M. CENTRAL INDEX KEY: 0001407316 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 303 EAST WACKER DRIVE STREET 2: SUITE 311 CITY: CHICAGO STATE: IL ZIP: 60601 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-49679 FILM NUMBER: 09817039 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 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No.            )*

 

 

 

En Pointe Technologies, Inc.

(Name of Issuer)

 

 

Common Stock, Par Value $0.001

(Title of Class of Securities)

 

 

29247F-10-8

(CUSIP Number)

 

 

Eric M. Fogel, Esq.

Schuyler, Roche & Crisham, P.C.

130 East Randolph Street

Chicago, Illinois 60601

(312) 565-2400

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

 

 

May 6, 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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

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).


SCHEDULE 13D

CUSIP No. 29247F-10-8

 

  1  

NAMES OF REPORTING PERSONS /

 

             JOHN M. FIFE

   
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b)  ¨

   
  3  

SEC USE ONLY

 

   
  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

            PF

   
  5  

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

 

  x
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            USA

   

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  7    SOLE VOTING POWER

 

                383,425

 

  8    SHARED VOTING POWER

 

 

  9    SOLE DISPOSITIVE POWER

 

                383,425

 

10    SHARED DISPOSITIVE POWER

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            383,425

   
12  

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

 

  ¨
13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            5.34%

   
14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

            IN

   

 

2


Item 1. Security and Issuer

This statement relates to the Common Stock, par value $0.001 (the “Shares”), issued by En Pointe Technologies, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 18701 S. Figueroa Street, Gardena, CA 90248.

 

Item 2. Identity and Background

The person filing this statement is Mr. John M. Fife (“Fife” or the “Reporting Person”), of Chicago, Illinois and a U.S. citizen, who is a professional investor. The address of the Reporting Person is: 303 East Wacker Drive, Suite 311, Chicago, Illinois 60601.

Mr. Fife is President of CVM, Inc., which is the manager of Chicago Venture Management, LLC. Chicago Venture Management, LLC is the general partner of Chicago Venture Partners, L.P., a private equity fund based in Chicago, Illinois. Mr. Fife has served as the President of CVM, Inc. since 1998. Mr. Fife is also the Chairman of Typenex Medical, LLC, the Chairman of Pulse Systems, LLC and a board member of Strategix Performance, Inc., all of which are portfolio companies of Chicago Venture Partners, L.P.

Mr. Fife is also the President of Utah Resources International, Inc., a Utah-based real estate and oil & gas investment company. Mr. Fife has served in that position since 1996. Mr. Fife is also the President of Property Tax Assessor Records Corp. He has served in that position since 1992.

Since March of 1997, Mr. Fife has served as the President, Chairman and sole shareholder of Fife Trading, Inc., which is engaged in the investment management business for the proprietary account of Mr. Fife. All of the monies to purchase the Shares are from Mr. Fife’s proprietary accounts.

Except as noted on Schedule A attached hereto, none of the Reporting Persons nor any manager or executive officer of the Reporting Persons, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Person holds, in the aggregate, 383,425 Shares. The aggregate purchase price of the Shares purchased by the

 

3


Reporting Person was $815,430.97 (including commissions). The source of funding for the purchase of these Shares was the personal funds of Mr. Fife.

 

Item 4. Purpose of Transaction

On March 11, 2008, Din Global Corp., 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”). 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”). Under the Merger Agreement, at the effective time of the Merger, each share of Common Stock, other than shares held by Holdings, ENP or its affiliates, 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.

The Reporting Person purchased the Shares for investment purposes and expects that he will receive $2.50 per Share in cash pursuant to the Merger.

The Reporting Person may, from time to time and at any time, acquire additional Shares and/or other equity, debt or other securities of the Issuer (collectively, “Securities”) in the open market, in private transactions, or otherwise, and reserves the right to dispose of any or all of his Securities in the open market, in private transactions, or otherwise, and to engage in any hedging or similar transactions with respect to his Securities.

 

Item 5. Interest in Securities of the Issuer

(a) The Reporting Person may be deemed to beneficially own, in the aggregate, 383,425 Shares, representing approximately 5.34% of the Issuer’s outstanding Shares (based upon the 7,182,643 Shares stated to be outstanding as of December 23, 2008, by the Issuer in Amendment No. 2 to the Issuer’s Form 10-K filed with the Securities and Exchange Commission on April 30, 2009).

(b) Mr. Fife has sole voting power and sole dispositive power with regard to 383,425 Shares.

(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by the Reporting Person. All such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.

 

4


Name of Reporting Person

   Date of
Transaction
   No. of Shares
Purchased
   Purchase Price
per Share
(U.S.$)

FIFE

   3/13/2009    100    2.18
   3/16/2009    15289    2.23
   3/19/2009    7700    2.16
   4/7/2009    70000    2.05
   4/8/2009    100    2.06
   4/8/2009    1100    2.07
   4/8/2009    2750    2.08
   4/9/2009    3200    2.09
   4/9/2009    700    2.09
   4/9/2009    1000    2.08
   4/9/2009    400    2.07
   4/13/2009    20000    2.08
   4/13/2009    20000    2.07
   4/13/2009    3000    2.06
   4/13/2009    1500    2.08
   4/13/2009    5000    2.08
   4/13/2009    1400    2.10
   4/13/2009    1955    2.05
   4/14/2009    2400    2.09
   4/14/2009    19100    2.07
   4/14/2009    2000    2.08
   4/14/2009    2500    2.09
   4/14/2009    1000    2.09
   4/15/2009    44665    2.09
   4/15/2009    10435    2.08
   4/15/2009    4900    2.07
   4/15/2009    5000    2.09
   4/16/2009    7000    2.09
   4/16/2009    7000    2.08
   4/17/2009    4622    2.09
   4/20/2009    9762    2.09
   4/21/2009    417    2.12
   4/23/2009    7570    2.20
   4/23/2009    600    2.20
   4/24/2009    9712    2.20
   4/27/2009    8900    2.21
   4/29/2009    11500    2.21
   4/30/2009    27400    2.24
   5/1/2009    2800    2.26
   5/4/2009    3000    2.26
   5/6/2009    28748    2.26
   5/6/2009    1100    2.27
   5/7/2009    6100    2.28

 

5


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

Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the person named in Item 2 and any person with respect to any Shares or other securities of the Issuer, including but not limited to transfer or voting of any of the Shares, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7. Material to be Filed as Exhibits

None.

 

6


SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

May 11, 2009

 

/s/ John M. Fife

Name:   John M. Fife

 

7


SCHEDULE A

On January 18, 2007, the Securities and Exchange Commission filed a complaint that Fife and Clarion Management, LLC (“Clarion”) engaged in a scheme in 2002 and 2003 to purchase variable annuity contracts issued by an insurance company in order to engage in market timing for the benefit of a Clarion affiliate. Fife and Clarion consented to the entry of the final judgment, without admitting or denying the allegation in the Commission’s complaint. On August 9, 2007, the U.S. District Court for the Northern District of Illinois entered a final judgment against John M. Fife and Clarion that permanently restrained and enjoined them from future violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10(b)-5 thereunder and required them to pay disgorgement in the amount of $234,339, plus pre-judgment interest of $60,584; and additionally ordered Fife to pay a civil penalty of $234,399. As part of the settlement of the case, Mr. Fife consented to the entry of an Order barring him from associating with any investment advisor, with a right to re-apply after eighteen months.

-----END PRIVACY-ENHANCED MESSAGE-----