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): May 16, 2007 (May 10,
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
As
previously reported by ePlus
inc.
(the “Company”) the Nasdaq Listing and Hearings Review Council (“Listing
Council”) issued a stay of delisting on January 11, 2007, pending review by the
Listing Council of the decision of the Nasdaq Listing and Qualification Panel
(the “Panel”) to delist and suspend trading of the Company’s securities on the
Nasdaq Global Market.
On
May
10, 2007, the Company was informed by the Listing Council that it had concluded
its review of the Panel’s decision. In its decision dated May 10, 2007, the
Listing Council determined to exercise its discretionary authority, under Nasdaq
Marketplace Rule 4802(b), to grant the Company an exception to demonstrate
compliance with all of the Nasdaq’s continued listing requirements through
July 5, 2007.
If
by the
close of business on July 5, 2007, the Company is not in compliance with
Nasdaq’s Marketplace Rule 4310(c)(14), the Company’s securities will be
suspended at the opening of business on July 9, 2007. With regard to the
Company’s non-compliance with Nasdaq Marketplace Rules 4350(e) and 4350(g) for
failure to hold an annual meeting within twelve months of the 2006 fiscal year
end, the Listing Council held that if the Company is able to demonstrate
compliance with Rule 4310(c)(14) by filing its late annual and quarterly reports
with the Securities and Exchange Commission by July 5, 2007, the Company’s
non-compliance with Rules 4350(e) and 4350(g) will be remanded back to the
Panel
for further review and action.
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,
September 30, 2006 and December 31, 2006 as soon as practicable after the
resolution of the previously disclosed matters.
A
copy of
the Company’s press release issued on May 16, 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 May 16, 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:
May 16, 2007
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Chief
Financial Officer
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3