form.htm
As
filed
with the Securities and Exchange Commission on September 23, 2008
Registration
No.
333-91909
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
ePlus
inc.
___________________________________________________
(Exact
name of Registrant as specified in its charter)
Delaware
(State
or other jurisdiction
of
incorporation or organization)
|
54-1817218
(I.R.S.
Employer
Identification
No.)
|
13595
Dulles Technology Drive
Herndon,
Virginia
(Address
of Principal Executive Offices)
|
20171-3413
(Zip
Code)
|
ePLUS
INC. AMENDED AND
RESTATED 1998 LONG-TERM INCENTIVE PLAN,
ePLUS
INC. 1997
EMPLOYEE STOCK PURCHASE PLAN, AND
VARIOUS
EMPLOYEE STOCK OPTIONS
(Full
title of the Plans)
Phillip
G. Norton
Chairman,
President and Chief Executive Officer
ePlus
inc.
13595
Dulles Technology Drive
Herndon,
Virginia 20171-3413
(703)
984-8400
(Name,
address, including zip code, and telephone
number,
including area code, of agent for service)
Copy
to:
Lloyd
Spencer, Esq.
Nixon
Peabody LLP
401
9th
Street NW, Suite 900
Washington,
D.C. 20004-2128
(202)
585-8000
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
accelerated
filer ¨ |
Accelerated
filer
¨ |
Non-accelerated
filer ¨ (Do
not check if
a smaller reporting company) |
Smaller
reporting
company ý |
-2-
EXPLANATORY
NOTE
Pursuant
to Item 512(a)(3) of Regulation S-K, this Post-Effective Amendment No. 1 to
Registration Statement on Form S-8 (File No. 333-91909) filed on December 1,
1999, is filed to deregister certain securities remaining available for issuance
under such Registration Statement as described below. On December 1,
1999, ePlus inc. (the “Registrant”) filed the Registration Statement to register
an aggregate of 4,265,000 shares of its common stock, par value $0.01 per share
(the “Common Stock”), of which 4,000,000 were issuable on the exercise of
options under the Registrant’s Amended and Restated 1998 Long-Term Incentive
Plan and 1997 Employee Stock Purchase Plan (the “1997-98 Plans”).
On
September 15, 2008, at the Registrant’s annual meeting of stockholders, the
Registrant’s stockholders approved the 2008 Employee Long-Term Incentive Plan
(the “Employee Plan”) and 2008 Non-Employee Director Long-Term Incentive Plan
(the "Director Plan," and, together with the Employee Plan, the "2008
Plans"). The 2008 Plans provide for the issuance of up to 1,250,000
shares of the Registrant’s Common Stock. In connection with the
approval of the 2008 Plans, the Board of Directors of the Registrant has
determined that no future options will be granted under the 1997-98 Plans,
but
options granted under the 1997-98 Plans will continue to remain outstanding
under the terms thereof. Of the 1,963,630 shares of Common Stock that
remain available for issuance under the 1997-1998 Plans and which are not
subject to outstanding awards under the 1997-1998 Plans (“the Remaining
Shares”), 1,250,000 Shares (the “Carried Forward Shares”) are to be included in
the shares of Common Stock available for issuance under the 2008
Plans.
This
Post-Effective Amendment No. 1 is being filed to deregister the Remaining
Shares. The Registrant is concurrently filing a separate registration
statement on Form S-8 (the “2008 Plan Registration Statement”) to register the
Carried Forward Shares for issuance under the 2008 Plans and to carry over
the
filing fees for the Carried Forward Shares.
Pursuant
to Interpretation No. 89 under Section G of the Manual of Public Available
Telephone Interpretations (July 1997) of the Division of Corporation Finance
of
the Securities and Exchange Commission, and Instruction E to the General
Instructions to Form S-8, the Registrant is filing this
Post-Effective Amendment No. 1 (i) to reallocate the Carried Forward Shares
from
the 1997-98 Plans to the 2008 Plans and (ii) to carry over the registration
fees
paid with respect to the Carried Forward Shares from the Registration Statement
on Form S-8 (File No. 333-91909), filed for the 1997-98 Plans, to the 2008
Plan
Registration Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Fairfax, Commonwealth of Virginia, on the 23rd
day of September, 2008.
EPLUS
INC.
By: /s/
Phillip G. Norton
Phillip G. Norton
Chairman
of the Board, President, and
Chief
Executive Officer
-3-
POWER
OF ATTORNEY
KNOW
ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby
severally constitutes and appoints Phillip G. Norton and Elaine D. Marion and
each of them, his true and lawful attorney-in-fact and agent, with full power
of
substitution and resubstitution for him and in his name, place and stead, in
any
and all capacities to sign any and all amendments (including post-effective
amendments) to the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary fully to all intents and purposes
as
he might or could do in person, hereby ratifying and confirming all that each
said attorneys-in-fact and agents or any of them or their or his substitute
or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 has been signed by the following persons in
the
capacities and on the dates indicated.
/s/
Phillip G. Norton |
Chairman,
President and CEO
|
September
22, 2008
|
Philip
G. Norton
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
/s/
Elaine D. Marion
|
Chief
Financial Officer
|
September
22, 2008
|
Elaine
D. Marion
|
(Principal
Financial
|
|
|
and
Accounting Officer)
|
|
|
|
|
|
|
|
/s/
Bruce M. Bowen |
Director
and Executive Vice
|
September
22, 2008
|
Bruce
M. Bowen
|
President
|
|
|
|
|
|
|
|
/s/
C. Thomas Faulders |
Director
|
September
19, 2008
|
C.
Thomas Faulders
|
|
|
|
|
|
|
|
|
/s/
Terrence O’Donnell |
Director
|
September
21, 2008
|
Terrence
O’Donnell
|
|
|
|
|
|
|
|
|
/s/
Lawrence S.
Herman
|
Director
|
September
22, 2008
|
Lawrence
S. Herman
|
|
|
|
|
|
|
|
|
/s/
Milton E. Cooper, Jr.
|
Director
|
September
23, 2008
|
Milton
E. Cooper, Jr.
|
|
|
|
|
|
|
|
|
/s/
Eric D. Hovde |
Director
|
September
23, 2008
|
Eric
D. Hovde
|
|
|
|
|
|
|
|
|
/s/
Irving R. Beimler |
Director
|
September
19, 2008
|
Irving
R. Beimler
|
|
|