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): November 29, 2006 (November
22, 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
3.01 Notice
of
Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing
On November
29, 2006, ePlus inc. (the “Company”) issued a press release announcing that it
had received a staff determination letter from the staff of Nasdaq
on November 22, 2006, indicating that the Company’s failure to timely file
the Form 10-Q for the quarter ended September 30, 2006, as required by
Nasdaq Marketplace Rule 4310(c)(14), could serve as a separate basis for the
delisting of the Company’s stock from the Nasdaq Global Market.
As
previously announced, the Company received delisting notices from the Nasdaq
staff based on the Company’s failure to timely file the Annual Report on Form
10-K for the fiscal year ended March 31, 2006 and the Quarterly Report on Form
10-Q for the period ended June 30, 2006. The Company requested a hearing and
appeared before a Nasdaq Listing Qualifications Panel (the “Panel”) to appeal
the determination of the Nasdaq staff, on September 7, 2006. On October
17, 2006, the Company received a letter from the Nasdaq Listings Qualifications
Hearing department informing ePlus that the Panel determined to continue the
listing of ePlus' common stock on the Nasdaq Global Market subject to the
condition that the Company file 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.
Item
7.01 Regulation
FD Disclosure
The
Company’s inability to complete and file its Form 10-K for the fiscal year ended
March 31, 2006, its Form 10-Q for the quarter ended June 30, 2006, and its
Form
10-Q for the quarter ended September 30, 2006, are a result of the Audit
Committee’s investigation of stock option grants by the Company since its
initial public offering in 1996. The Company has previously disclosed that
it
will restate its previously issued financial statements for the fiscal years
ended March 31, 2004 and 2005, as well as previously reported interim financial
information, to reflect additional non-cash charges for stock-based compensation
expense in certain reported periods commencing with the fiscal year ended
March
31, 1998, and that its financial statements as of and for the fiscal year
ended
March 31, 2006, to be included in the Company’s annual report on Form 10-K for
the fiscal year ended March 31, 2006, will include non-cash charges for
stock-based compensation expense. The Company is reviewing accounting guidance
regarding stock option grants recently published by the SEC staff, and has
not
yet determined the amount of such charges or the resulting tax and accounting
impact.
A
copy of
the Company’s press release issued on November 29, 2006 is filed as Exhibit
99.1 hereto.
Item
9.01
Financial Statements and Exhibits
(a)
Not
applicable.
(b)
Not
applicable.
(c)
Exhibits
99.1
Press Release dated November 29, 2006 issued by ePlus
inc.
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: November
29, 2006
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Chief
Financial Officer
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