|
Quotes & Info
|
| ENPT > SEC Filings for ENPT > Form 8-K on 7-Jul-2009 | All Recent SEC Filings |
7-Jul-2009
Non-Reliance on Previous Financials, Audits or Interim Review, Financi
On July 6, 2009, En Pointe Technologies, Inc. (the "Company") concluded its
previously-issued financial statements included in the Company's Quarterly
Reports on Form 10-Q for periods ended December 31, 2008 and March 31, 2009
could no longer be relied upon.
The financial statements for the periods ended December 31, 2008 and
March 31, 2009 will be restated to correct the effects of an error made in the
December 31, 2008 financial statements. The error related to a $5.2 million
decline in the valuation of a derivative that was reported in Other
Comprehensive Loss rather than in earnings. The correction of the $5.2 million
error carries forward to the March 31, 2009 quarterly six month operations as
well. The Company intends to amend the Forms 10-Q for the two periods ended
December 31, 2008 and March 31, 2009, respectively, within 72 hours of filing
this Current Report on Form 8-K. Management has discussed the matters disclosed
in this Item 4.02 with its independent registered public accounting firm and
they are in agreement as to the necessity to restate. The Company previously
stated in Item 4T of its Forms 10-Q for the periods ended December 31, 2008 and
March 31, 2009, respectively, that its disclosure controls and procedures were
not effective as of the end of such periods and, in its Form 10-Q for the period
ended March 31, 2009, that its internal controls over financial reporting was
not effective as of September 30, 2008, and this restatement provides further
evidence of such disclosure.
Where to Find Additional Information about the Merger
In connection with the proposed merger transaction, the Company filed a
preliminary proxy statement with the Securities and Exchange Commission (the
"Commission") on March 27, 2009, as amended. The definitive proxy statement
(when available) will be mailed to the Company's stockholders. INVESTORS AND
SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, HOLDING CO.,
ACQUISITION CO. AND THE PROPOSED MERGER. The preliminary and definitive proxy
statements and other relevant materials (when they become available), and any
other documents filed by the Company with the Commission, may be obtained free
of charge at the Commission's web site at www.sec.gov. In addition, investors
and security holders may obtain free copies of the documents filed by the
Company with the Commission by contacting Investor Relations at ir@enpointe.com,
via telephone at (310) 337-5212 or via the Company's website at
www.enpointe.com, or by contacting the Company's proxy solicitor, The Altman
Group, Inc., toll-free at 1 (800) 217-0538.
The Company, its directors, executive officers and other members of its
management and employees may be deemed to be participants in the solicitation of
proxies from the stockholders of the Company in favor of the proposed merger.
Information concerning the interests of the Company's participants in the
solicitation, which may, in some cases, be different than those of stockholders
generally, is set forth in the Company's proxy statements and Annual Reports on
Form 10-K, previously filed with the Commission, and will be set forth in the
definitive proxy statement relating to the merger when it becomes available.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements. In
addition, from time to time, the Company, or its representatives, have made or
may make forward-looking statements, orally or in writing. These statements may
be identified by the use of forward-looking terminology such as "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intend," "may," "might,"
"plan," "potential," "predict," "should," or "will," or the negative thereof or
other variations thereon or comparable terminology. In particular,
forward-looking statements include, without limitation, statements related to
the expected closing date of the merger and any other effect, result or aspect
of the transaction. The Company has based these forward-looking statements on
current expectations, assumptions, estimates and projections. While the Company
believes these expectations, assumptions, estimates and projections are
reasonable, such forward-looking statements are only predictions and involve
known and unknown risks and uncertainties, many of which are beyond its control.
These risks include the risk that the transaction may not be completed, the
failure of either party to meet the closing conditions set forth in the merger
agreement or that the closing of the transaction may be delayed due to failure
to obtain required approvals, or the proposed transaction may disrupt the
Company's current plans and operations. These and other important factors,
including those discussed in the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 2008, may cause the actual results, performance
or achievements to differ materially from any future results, performance or
achievements expressed or implied by these forward-looking statements. Given
these risks and uncertainties, you are cautioned not to place undue reliance on
such forward-looking statements. The Company does not undertake any obligation
to update any such statements or to publicly announce the results of any
revisions to any such statements to reflect future events or developments.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits:
None
|
|