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): July 21, 2006 (July 17, 2006)
ePlus
inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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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
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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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[
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Written
communications pursuant to Rule 425 under the
Securities Act (17 CFR
230.425)
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[
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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[
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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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[
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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
July
17, 2006, ePlus, inc. (the “Company”) notified The Nasdaq Global Market
(formerly named The Nasdaq National Market) that it had not timely filed its
Annual Report on Form 10-K for the fiscal year ended March 31, 2006 with the
Securities and Exchange Commission (“SEC”), and therefore, the Company was not
in compliance with Nasdaq’s filing requirement as set forth in Nasdaq
Marketplace Rule 4310(c)(14). Nasdaq requires, among other things, that the
Company timely file all required reports with the SEC. Consequently, on July
18,
2006, the Company received a staff determination letter from the staff of Nasdaq
indicating that, as a result of not having timely filed the Annual Report on
Form 10-K for the fiscal year ended March 31, 2006 as required, the Company’s
common stock will be delisted from the Nasdaq Global Market at the opening
of
business on July 27, 2006, unless the Company requests a hearing in accordance
with the Nasdaq Marketplace Rule 4800 series.
The
Company intends to appeal the staff’s determination by requesting a hearing
before a Nasdaq Listing Qualifications Panel (the “Panel”). Under Nasdaq’s
rules, a timely hearing request automatically stays the delisting of the
Company’s securities pending the Panel’s decision. There can be no assurance
that the Panel will grant the Company’s request for continued
listing.
As
previously disclosed, the Company’s delay in filing its Form 10-K is due to its
compilation of the effect of restating its statement of cash flows, and an
Audit
Committee review of certain stock options that were granted to the Company’s
four senior managers and reported in a Form 8-K filed by the Company
on February 10, 2005. The Chief Executive Officer received a letter dated June
20, 2006 from a stockholder raising concerns regarding these stock option
grants. The Chief Executive Officer forwarded the letter to the Chairman of
the
Company’s Audit Committee and it commenced an investigation and retained
independent legal counsel to assist it. In connection with its review of the
stock options reported in the Form 8-K filed on February 10, 2005, the Audit
Committee has decided to review additional stock option grants by the Company
since its initial public offering in 1996. The Audit Committee’s investigation
has not been concluded as of the date of this report.
A
copy of
the Company’s press release issued on July 21, 2006, relating to the foregoing,
is filed as Exhibit 99.1 hereto 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 July 21, 2006 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 |
| Date: July 21, 2006 |
Chief Financial
Officer |
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