Item
3.01 Notice
of
Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing
Today ePlus
inc.
(the “Company”) received a letter from the Nasdaq Listing and Hearings Review
Council (the “Listing Council”) stating that the Listing Council has determined
to stay the delisting of the Company’s common stock.
On
January 4, 2007, the Company notified the Nasdaq Listing Qualifications Panel
(the “Panel”) that the Company would be unable to file its Form 10-K for the
fiscal year ended March 31, 2006, its Forms 10-Q for the quarters ended June
30,
2006 and September 30, 2006, and all required restatements, by the January
15,
2007 deadline set forth in the Panel’s October 17, 2006 decision letter. The
Company requested that the Panel grant a further extension of the deadline
for
the Company to regain compliance with the Nasdaq Stock Market’s filing
requirements by filing these reports with the Securities and Exchange
Commission.
On
January 5, 2007, the Company received a letter from the Panel denying the
Company’s extension request. The Panel indicated that, pursuant to Marketplace
Rule 4802(b), it did not have discretion to provide the Company with a further
extension and, therefore, had determined to delist and suspend trading of
the
Company’s securities on the Nasdaq Stock Market effective at the open of
business on January 16, 2007, unless the Listing Council calls the case for
review and stays the delisting.
On
January 11, 2007, the Company was informed by the Listing Council that it
had
determined to call the Panel’s January 5, 2007 decision for review, as
contemplated by Nasdaq Marketplace Rule 4807(b), and had also stayed the
delisting of the Company’s common stock pending further review by the Listing
Council. The Company may submit in writing additional information for the
Listing Council’s consideration by March 2, 2007.
The
Company has been diligently working to resolve issues related to accounting
for
stock options granted since its initial public offering in 1996, which is
the
sole reason underlying its delay in filing its annual and quarterly reports.
In
this regard, the Company has been reviewing accounting guidance regarding
stock
option grants recently published by the accounting staff of the SEC, and
has not
yet determined the amount of such charges or the resulting tax and accounting
impact. The Company’s determination of the amount of such stock-based
compensation expense is being finalized and is being reviewed by its independent
auditors. The Company plans to file its Annual Report on Form 10-K for the
year
ended March 31, 2006 and its Forms 10-Q for the quarters ended June 30, 2006
and
September 30, 2006 as soon as practicable after the resolution of the previously
disclosed matters.
A
copy of
the Company’s press release issued on January 11, 2007, 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 January 11, 2007 issued by ePlus
inc.