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): April 6, 2007 (April 2,
2007)
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
April
2, 2007, ePlus
inc.
(the “Company”) received a staff determination letter from the staff of the
Nasdaq indicating that the Company’s failure to hold an annual meeting of
shareholders, to solicit proxies and to provide proxy statements to Nasdaq
as
required by Nasdaq Marketplace Rules 4350(e) and Rule 4350(g) and
interpretations thereunder, could serve as an additional basis for the delisting
of the Company’s stock from the Nasdaq Global Market.
As
previously reported, the Company’s securities will continue to be listed on the
Nasdaq Global Market during the review of the Nasdaq Listing and Hearings Review
Council (“Listing Council”). The Listing Council issued a stay of delisting on
January 11, 2007, pending review by the Listing Council of the Nasdaq Listing
and Qualification Panel’s decision to delist and suspend trading of the
Company’s securities on the Nasdaq Global Market.
Item
7.01
Regulation
FD Disclosure
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 holding its annual meeting, soliciting
proxies and providing proxy statements to Nasdaq. 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.
A
copy of
the Company’s press release issued on April 6, 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 April 6, 2007 issued by ePlus inc.
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:
April 6, 2007
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Chief
Financial Officer
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