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): August 23, 2006 (August 17,
2006)
ePlus
inc.
(Exact
name of registrant as specified in its charter)
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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
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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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[
] 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
August
23, 2006, ePlus inc. (the “Company”) issued a press release announcing that it
had received a staff determination letter from the staff of Nasdaq on August
17,
2006, indicating that the Company’s failure to timely file the Form 10-Q for the
quarter ended June 30, 2006, as required by Nasdaq Marketplace Rule 4310(c)(14),
could serve as a separate basis for the delisting of the Company’s stock from
the Nasdaq Global Market.
As
previously announced, the Company received a delisting notice from the Nasdaq
staff based on the Company’s failure to timely file the Annual Report on Form
10-K for the fiscal year ended March 31, 2006. The Company requested a hearing
before a Nasdaq Listing Qualifications Panel (the “Panel”) to appeal the
determination of the Nasdaq staff, which has been scheduled to occur on
September 7, 2006. There can be no assurance that the Panel will grant the
Company’s request for continued listing.
Item
7.01 Regulation
FD Disclosure
The
Company’s inability to complete and file its Form 10-K for the fiscal year ended
March 31, 2006 and Form 10-Q for the quarter ended June 30, 2006 is a result
of
(i) the Audit Committee’s ongoing investigation of stock option grants by the
Company since its initial public offering in 1996 and (ii) the restatement
of
the Company's financial statements for fiscal years ended March 31, 2004 and
2005 in connection with the presentation of dealer floor plan financing
arrangements, as previously reported on its Form 8-K filed on June 28, 2006.
The Company has previously disclosed that it will restate its previously
issued financial statements for the fiscal years ended March 31, 2004 and 2005,
as well as previously reported interim financial information, to reflect
additional non-cash charges for stock-based compensation expense in certain
reported periods commencing with the fiscal year ended March 31, 1998 and that
its financial statements as of and for the fiscal year ended March 31, 2006,
to
be included in the Company's annual report on Form 10-K for the fiscal year
ended March 31, 2006, will include non-cash charges for stock-based compensation
expense. The Audit Committee voluntarily contacted and advised the staff of
the
Securities and Exchange Commission (the "SEC") of its investigation and the
Audit Committee’s preliminary conclusion that a restatement will be required.
The SEC has opened an informal inquiry and the Company is cooperating with
the staff.
The
Company previously disclosed it will restate its
financial statements for fiscal years ended March 31, 2004 and 2005 in
connection with the presentation of dealer floor plan financing arrangements.
In
connection with this restatement, the Company will classify cash payments to
its
suppliers from an unaffiliated financing company as financing activities in
the
consolidated statements of cash flows. The restatement also includes a separate
line item on the consolidated balance sheet for the accounts payable related
to
the floor plan financing agreements, which had previously been included in
accounts payable-trade. In addition, the Company has recently determined that
the consolidated statements of cash flows for the years ended March 31, 2004
and
2005 will also be restated to remove payments made by our lessees directly
to
third-party, non-recourse lenders. These were previously reported in our
statements of cash flows as repayments of non-recourse debt in the financing
section and a decrease in our investment in leases and leased equipment - net
in
the operating section. As these payments were not received or disbursed by
us,
management determined that these amounts should not be shown in the statements
of cash flows.
A
copy of
the Company’s press release issued on August 23, 2006 is filed as Exhibit 99.1
hereto.
Item
9.01
Financial Statements and Exhibits
(a)
Not
applicable.
(b)
Not
applicable.
(c)
Exhibits
99.1
Press Release dated August 23, 2006 issued by ePlus
inc.
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:
August 23, 2006
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Chief
Financial Officer
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