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): October 23, 2006 (October
17, 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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1
Item
3.01 Notice
of
Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing
On
October 23, 2006, ePlus inc. ("the Company" or "ePlus") issued a press release
announcing that it received a letter from the Nasdaq Listings Qualifications
Hearings department informing ePlus
that
the Nasdaq Listing Qualifications Panel (the "Panel") has determined to continue
the listing of ePlus’ common stock on the Nasdaq Global Market subject to the
condition that the Company files its Form 10-K for the fiscal year ended March
31, 2006, its Form 10-Q for the quarter ended June 30, 2006, and all required
restatements, on or before January 15, 2007. The Company must continue to meet
all other listing requirements, and the Panel may reconsider the terms of the
extension based on any event, condition, or circumstance that would, in the
opinion of the Panel, make continued listing of the common stock inadvisable
or
unwarranted.
The
Company has previously disclosed that it was unable to complete and file its
Form 10-K for the fiscal year ended March 31, 2006 and Form 10-Q for the quarter
ended June 30, 2006 as a result of the Audit Committee’s ongoing investigation
of stock option grants by the Company since its initial public offering in
1996.
The Company also disclosed that on July 18, 2006 and August 17, 2006, it
received Nasdaq Staff Determination notices from the Nasdaq Listing
Qualifications Department that the Company’s shares of common stock would be
delisted because the Company was not in compliance with the continued listing
requirements of Marketplace Rule 4310(c)(14) due to its failure to file its
Form
10-K and Form 10-Q. The Company requested a hearing before the Panel to review
the Staff Determination, which was held on September 7, 2006. At that hearing,
the Company requested an extension of time to file its Form 10-K and Form
10-Q.
A
copy of
the Company’s press release issued on October 23, 2006, relating to the
foregoing, is filed as Exhibit 99.1 and incorporated herein by
reference.
Item
9.01
Financial Statements and Exhibits
(a)Not
applicable.
(b)
Not
applicable.
(c)
Exhibits
99.1
Press Release dated October 23, 2006 issued by ePlus inc.
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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
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Date: October
23, 2006
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Chief
Financial Officer
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