<PAGE>

     As Filed With the Securities and Exchange Commission on August 21, 1996
                                              Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington. D.C. 20549

                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              --------------------

                          EN POINTE TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             Delaware                                    75-2467002
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

     5245 Pacific Concourse Drive, Suite 200, Los Angeles, California 90045
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                              --------------------

                            1996 STOCK INCENTIVE PLAN
                            (FULL TITLE OF THE PLAN)

                              --------------------

                               Attiazaz "Bob" Din
                      President and Chief Executive Officer
                          En Pointe Technologies, Inc.
                     5245 Pacific Concourse Drive, Suite 200
                          Los Angeles, California 90045
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (310) 725-5200
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    Copy to:
                               Nick E. Yocca, Esq.
          Stradling, Yocca, Carlson & Rauth, A Professional Corporation
      660 Newport Center Drive, Suite 1600, Newport Beach, California 92660

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                             Proposed Maximum     Proposed Maximum
    Title of Securities      Amount To Be     Offering Price     Aggregate Offering      Amount Of
     To Be Registered         Registered       Per Share (1)         Price (2)        Registration Fee
    -------------------      ------------    ----------------    ------------------   ----------------
<S>                          <C>             <C>                 <C>                  <C>
  Common Stock, $.001 par      360,000           $10.13            $3,645,000           $1,256.90
           value                shares
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee, in
     accordance with Rule 457.

                         This document contains 7 pages
Exhibit Index is on Page 7

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

     (a)  The Registrant's Registration Statement on Form S-1, Registration No.
333-2046 (the "Registration Statement") and the final prospectus filed with
respect thereto pursuant to Rule 424(b) of the Securities Act of 1933 (the
"Securities Act"), containing audited financial statements of Registrant for its
fiscal year ended September 30, 1995.

     (b)  The description of the Registrant's Common Stock which is contained in
the Registrant's Registration Statement on Form 8-A filed under the Securities
Exchange Act of 1934 (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.

     (c)  The Registrant's quarterly report on Form 10-Q for the quarter ended
June 30, 1996.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to the registration statement which indicates that all
of the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents, except as to any portion of any future annual or quarterly report to
stockholders or document which is not deemed filed under such provisions.  For
the purposes of this registration statement, any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.

Item 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     (a)  As permitted by the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation eliminates the liability of directors to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except to the extent otherwise required by the Delaware General
Corporation Law.

     (b)  The Registrant's Certificate of Incorporation provides that the
Registrant will indemnify each person who was or is made a party to any
proceeding by reason of the fact that such person is or was a director or
officer of the Registrant against all expense, liability and loss reasonably
incurred or

                                      II-1

<PAGE>

suffered by such person in connection therewith to the fullest extent authorized
by the Delaware General Corporation Law.  The Registrant's Bylaws provide for a
similar indemnity to directors and officers of the Registrant to the fullest
extent authorized by the Delaware General Corporation Law.

     (c)  The Registrant's Certificate of Incorporation also gives the
Registrant the ability to enter into indemnification agreements with each of its
directors and officers.  The Registrant has entered into indemnification
agreements with each of its directors and officers, which provide for the
indemnification of such directors and officers against any and all expenses,
judgments, fines, penalties and amounts paid in settlement, to the fullest
extent permitted by law.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

Item 8.  EXHIBITS.

          4.1   En Pointe Technologies, Inc. 1996 Stock Incentive Plan
                (Incorporated by reference to Exhibit 10.2 to the Registrant's
                Registration Statement on Form S-1 (Registration No. 333-2046)).

          5.1   Opinion of Stradling, Yocca, Carlson & Rauth.

          23.1  Consent of Stradling, Yocca, Carlson & Rauth (included in
                Exhibit 5.1).

          23.2  Consent of Coopers & Lybrand, L.L.P.

          24.1  Power of Attorney (included on the signature page to the
                Registration Statement).

Item 9.  UNDERTAKINGS.

          (a)  The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
               being made, a post-effective amendment to this registration 
               statement:

                    (i)     To include any prospectus required by Section
                    10(a)(3) of the Securities Act;

                    (ii)    To reflect in the prospectus any facts or events
                    arising after the effective date of the registration
                    statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate, represent
                    a fundamental change in the information set forth in the
                    registration statement;

                    (iii)  To include any material information with respect
                    to the plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;

          PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the registration statement is on Form S-3 or Form S-8, and
          the information required to be included in a post-effective amendment
          by those paragraphs is contained in periodic reports filed with or
          furnished to the Commission by the Registrant pursuant to Section 13
          or Section 15(d) of the Exchange Act that are incorporated by
          reference in the registration statement.

               (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

               (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

                                      II-2

<PAGE>

          (b)  The undersigned Registrant hereby undertakes that, for purposes
          of determining any liability under the Securities Act, each filing of
          the Registrant's annual report pursuant to Section 13(a) or Section
          15(d) of the Exchange Act (and, where applicable, each filing of an
          employee benefit plan's annual report pursuant to Section 15(d) of the
          Exchange Act) that is incorporated by reference in the registration
          statement shall be deemed to be a new registration statement relating
          to the securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial bona fide offering
          thereof.

          (h)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to the foregoing provisions, or
          otherwise, the Registrant has been advised that in the opinion of the
          Commission such indemnification is against public policy as expressed
          in the Securities Act and is, therefore, unenforceable.  In the event
          that a claim for indemnification against such liabilities (other than
          the payment by the Registrant of expenses incurred or paid by a
          director, officer or controlling person of the Registrant in the
          successful defense of any action, suit or proceeding) is asserted by
          such director, officer or controlling person in connection with the
          securities being registered, the Registrant will, unless in the
          opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the question
          whether such indemnification by it is against public policy as
          expressed in the Securities Act and will be governed by the final
          adjudication of such issue.

                                      II-3

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on the 21st day of
August, 1996.


                              EN POINTE TECHNOLOGIES, INC.



                              By:  /s/ Bob Din
                                   --------------------------------------------
                                   Attiazaz "Bob" Din
                                   President and Chief Executive Officer


                                POWER OF ATTORNEY

     We, the undersigned officers and directors of En Pointe Technologies, Inc.,
do hereby constitute and appoint Attiazaz "Bob" Din and Robert Mercer or either
of them, our true and lawful attorneys-in-fact and agents, each with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite are necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorney-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


Signature                               Title                         Date
- ---------                               -----                         ----
/s/ Bob Din              Chief Executive Officer, President      August 21, 1996
- ---------------------    and Director (principal executive
Attiazaz "Bob" Din       officer)


/s/ Robert Mercer        Chief Financial Officer (principal      August 21, 1996
- ---------------------         financial and accounting officer)
Robert Mercer

/s/ Naureen Din          Director                                August 21, 1996
- ---------------------
Naureen Din

                                      II-4

<PAGE>

/s/ Zubair Ahmed         Director                                 July 11, 1996
- ---------------------
Zubair Ahmed

/s/ Mansoor Ijaz         Director                                 July 11, 1996
- ---------------------
Mansoor Ijaz

/s/ Verdell Garroutte    Director                                 July 11, 1996
- ---------------------
Verdell Garroutte

                                      II-5

<PAGE>

<TABLE>
<CAPTION>

                                 EXHIBIT INDEX

Exhibit                                                                                 Sequential
Number                             Description                                          Page Number
- -------                            -----------                                          -----------
<S>       <C>                                                                           <C>
  4.1     En Pointe Technologies, Inc. 1996 Stock Incentive Plan.*                          --

  5.1     Opinion of Stradling, Yocca, Carlson & Rauth.                                      9

 23.1     Consent of Stradling, Yocca, Carlson & Rauth (Included in Exhibit                 --
          5.1).

 23.2     Consent of Coopers & Lybrand, L.L.P.                                              11

 24.1     Power of Attorney (included on the signature page to the Registration             --
          Statement)
</TABLE>
*    Incorporated by reference to Exhibit 10.2 to the Registrant's Registration
     Statement on Form S-1 (Registration No. 333-2046)
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 15906}]
{"company-data": {"conformed-name": "EN POINTE TECHNOLOGIES INC", "cik": "0001010305", "assigned-sic": "5045", "irs-number": "752467002", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10583", "film-number": "96618854"}, "business-address": {"street1": "5245 PACIFIC CONCOURSE DR", "street2": "STE 200", "city": "LOS ANGELES", "state": "CA", "zip": "90045", "phone": "3107255200"}}
As Filed With the Securities and Exchange Commission on August 21, 1996
                                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington. D.C. 20549

                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              --------------------

                          EN POINTE TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             Delaware                                    75-2467002
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

     5245 Pacific Concourse Drive, Suite 200, Los Angeles, California 90045
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                              --------------------

                            1996 STOCK INCENTIVE PLAN
                            (FULL TITLE OF THE PLAN)

                              --------------------

                               Attiazaz "Bob" Din
                      President and Chief Executive Officer
                          En Pointe Technologies, Inc.
                     5245 Pacific Concourse Drive, Suite 200
                          Los Angeles, California 90045
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (310) 725-5200
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    Copy to:
                               Nick E. Yocca, Esq.
          Stradling, Yocca, Carlson & Rauth, A Professional Corporation
      660 Newport Center Drive, Suite 1600, Newport Beach, California 92660

                         CALCULATION OF REGISTRATION FEE
Proposed Maximum     Proposed Maximum
    Title of Securities      Amount To Be     Offering Price     Aggregate Offering      Amount Of
     To Be Registered         Registered       Per Share (1)         Price (2)        Registration Fee
    -------------------      ------------    ----------------    ------------------   ----------------
Common Stock, $.001 par      360,000           $10.13            $3,645,000           $1,256.90
           value                shares
(1)  Estimated solely for the purpose of calculating the registration fee, in
     accordance with Rule 457.

                         This document contains 7 pages
Exhibit Index is on Page 7
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

     (a)  The Registrant's Registration Statement on Form S-1, Registration No.
333-2046 (the "Registration Statement") and the final prospectus filed with
respect thereto pursuant to Rule 424(b) of the Securities Act of 1933 (the
"Securities Act"), containing audited financial statements of Registrant for its
fiscal year ended September 30, 1995.

     (b)  The description of the Registrant's Common Stock which is contained in
the Registrant's Registration Statement on Form 8-A filed under the Securities
Exchange Act of 1934 (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.

     (c)  The Registrant's quarterly report on Form 10-Q for the quarter ended
June 30, 1996.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to the registration statement which indicates that all
of the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents, except as to any portion of any future annual or quarterly report to
stockholders or document which is not deemed filed under such provisions.  For
the purposes of this registration statement, any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.

Item 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     (a)  As permitted by the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation eliminates the liability of directors to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except to the extent otherwise required by the Delaware General
Corporation Law.

     (b)  The Registrant's Certificate of Incorporation provides that the
Registrant will indemnify each person who was or is made a party to any
proceeding by reason of the fact that such person is or was a director or
officer of the Registrant against all expense, liability and loss reasonably
incurred or

                                      II-1
suffered by such person in connection therewith to the fullest extent authorized
by the Delaware General Corporation Law.  The Registrant's Bylaws provide for a
similar indemnity to directors and officers of the Registrant to the fullest
extent authorized by the Delaware General Corporation Law.

     (c)  The Registrant's Certificate of Incorporation also gives the
Registrant the ability to enter into indemnification agreements with each of its
directors and officers.  The Registrant has entered into indemnification
agreements with each of its directors and officers, which provide for the
indemnification of such directors and officers against any and all expenses,
judgments, fines, penalties and amounts paid in settlement, to the fullest
extent permitted by law.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

Item 8.  EXHIBITS.

          4.1   En Pointe Technologies, Inc. 1996 Stock Incentive Plan
                (Incorporated by reference to Exhibit 10.2 to the Registrant's
                Registration Statement on Form S-1 (Registration No. 333-2046)).

          5.1   Opinion of Stradling, Yocca, Carlson & Rauth.

          23.1  Consent of Stradling, Yocca, Carlson & Rauth (included in
                Exhibit 5.1).

          23.2  Consent of Coopers & Lybrand, L.L.P.

          24.1  Power of Attorney (included on the signature page to the
                Registration Statement).

Item 9.  UNDERTAKINGS.

          (a)  The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
               being made, a post-effective amendment to this registration 
               statement:

                    (i)     To include any prospectus required by Section
                    10(a)(3) of the Securities Act;

                    (ii)    To reflect in the prospectus any facts or events
                    arising after the effective date of the registration
                    statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate, represent
                    a fundamental change in the information set forth in the
                    registration statement;

                    (iii)  To include any material information with respect
                    to the plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;

          PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the registration statement is on Form S-3 or Form S-8, and
          the information required to be included in a post-effective amendment
          by those paragraphs is contained in periodic reports filed with or
          furnished to the Commission by the Registrant pursuant to Section 13
          or Section 15(d) of the Exchange Act that are incorporated by
          reference in the registration statement.

               (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

               (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

                                      II-2
(b)  The undersigned Registrant hereby undertakes that, for purposes
          of determining any liability under the Securities Act, each filing of
          the Registrant's annual report pursuant to Section 13(a) or Section
          15(d) of the Exchange Act (and, where applicable, each filing of an
          employee benefit plan's annual report pursuant to Section 15(d) of the
          Exchange Act) that is incorporated by reference in the registration
          statement shall be deemed to be a new registration statement relating
          to the securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial bona fide offering
          thereof.

          (h)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to the foregoing provisions, or
          otherwise, the Registrant has been advised that in the opinion of the
          Commission such indemnification is against public policy as expressed
          in the Securities Act and is, therefore, unenforceable.  In the event
          that a claim for indemnification against such liabilities (other than
          the payment by the Registrant of expenses incurred or paid by a
          director, officer or controlling person of the Registrant in the
          successful defense of any action, suit or proceeding) is asserted by
          such director, officer or controlling person in connection with the
          securities being registered, the Registrant will, unless in the
          opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the question
          whether such indemnification by it is against public policy as
          expressed in the Securities Act and will be governed by the final
          adjudication of such issue.

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on the 21st day of
August, 1996.

                              EN POINTE TECHNOLOGIES, INC.

                              By:  /s/ Bob Din
                                   --------------------------------------------
                                   Attiazaz "Bob" Din
                                   President and Chief Executive Officer

                                POWER OF ATTORNEY

     We, the undersigned officers and directors of En Pointe Technologies, Inc.,
do hereby constitute and appoint Attiazaz "Bob" Din and Robert Mercer or either
of them, our true and lawful attorneys-in-fact and agents, each with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite are necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorney-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                               Title                         Date
- ---------                               -----                         ----
/s/ Bob Din              Chief Executive Officer, President      August 21, 1996
- ---------------------    and Director (principal executive
Attiazaz "Bob" Din       officer)

/s/ Robert Mercer        Chief Financial Officer (principal      August 21, 1996
- ---------------------         financial and accounting officer)
Robert Mercer

/s/ Naureen Din          Director                                August 21, 1996
- ---------------------
Naureen Din

                                      II-4
/s/ Zubair Ahmed         Director                                 July 11, 1996
- ---------------------
Zubair Ahmed

/s/ Mansoor Ijaz         Director                                 July 11, 1996
- ---------------------
Mansoor Ijaz

/s/ Verdell Garroutte    Director                                 July 11, 1996
- ---------------------
Verdell Garroutte

                                      II-5
EXHIBIT INDEX

Exhibit                                                                                 Sequential
Number                             Description                                          Page Number
- -------                            -----------                                          -----------
4.1     En Pointe Technologies, Inc. 1996 Stock Incentive Plan.*                          --

  5.1     Opinion of Stradling, Yocca, Carlson & Rauth.                                      9

 23.1     Consent of Stradling, Yocca, Carlson & Rauth (Included in Exhibit                 --
          5.1).

 23.2     Consent of Coopers & Lybrand, L.L.P.                                              11

 24.1     Power of Attorney (included on the signature page to the Registration             --
          Statement)
*    Incorporated by reference to Exhibit 10.2 to the Registrant's Registration
     Statement on Form S-1 (Registration No. 333-2046)