Form 8-K
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
Date
of
Report (Date of earliest event reported): August 3, 2006 (July 28,
2006)
ePlus
inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-28926
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54-1817218
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(State
or other jurisdiction of incorporation or
organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification
No.)
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13595
Dulles Technology Drive, Herndon, VA 20171-3413
(Address,
including zip code, of principal executive offices)
Registrant's
telephone number, including area code: (703)
984-8400
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 (see General Instruction A.2
below):
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[
] Written communications pursuant to Rule 425
under the Securities Act (17 CFR
230.425)
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[
] Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
] Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
Entry into a Material Definitive Agreement
On
July
28, 2006, ePlus inc. (“ePlus” or “the Company”) entered into a Second Amendment
to Credit Agreement (“the Amendment”) to a Credit Agreement dated September 23,
2005 (“Credit Agreement”) with National City Bank, as Administrative Agent, and
Branch Banking and Trust Company of Virginia (“BB&T”). The Amendment
clarifies the definition of EBIT to exclude extraordinary items. The
Amendment also grants the Company a waiver until August 31, 2006 to deliver
audited financial statements and projections for its fiscal year 2007, as
compared to 120 days in the Credit Agreement, as previously amended. In
addition, the Amendment provided the Company with a limited waiver for its
failure to provide its annual audited financial statements and fiscal
year 2007 projections, prior to July 31, 2006, as required under the terms
of the Credit Agreement prior to the Amendment.
In
certain events of default, as set forth in the Credit Agreement and not revised
in the Amendment, the lenders may terminate the Credit Agreement and accelerate
the maturity of any amounts then owed under the Credit Agreement.
The
foregoing description of the Amendment is qualified in its entirety by reference
to the Amendment, a copy of which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Item
9.01
Financial Statements and Exhibits
(c)
The
following exhibits are filed as part of this report:
Exhibit
Number
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Exhibit
Description
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10.1 |
Second
Amendment to the Credit Agreement dated July 28, 2006 between ePlus
inc. and National City Bank and Branch Banking and Trust Company
of Virginia |
SIGNATURE
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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ePlus
inc. |
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By: /s/ Steven J.
Mencarini |
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Steven J. Mencarini |
Date: August 3, 2006 |
Chief Financial
Officer |
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