f_8k.htm
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): June 26, 2007 (June 25,
2007)
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
1.01. Entry into a Material Definitive
Agreement.
On
June
26, 2007, ePlus inc. (the “Company”) entered into indemnification agreements,
dated as of June 21, 2007, with two of its directors, Mr. Eric Hovde and
Mr. Irving Beimler, who both joined the Board of Directors in November
2006. The indemnification agreements, which are substantially
similar to indemnification agreements between the Company and its other
directors, provide certain indemnification rights in addition to those available
to such persons pursuant to the Amended Certificate of Incorporation of the
Company. The indemnification agreements provide that the Company
shall indemnify and advance expenses to the indemnified persons as provided
in
the indemnification agreements and to the fullest extent permitted by applicable
law in effect on the date of the indemnification agreements and to such greater
extent as applicable law may thereafter from time to time
permit. Other than with respect to proceedings by or in the right of
the Company, the indemnification agreements provide for indemnification of
expenses, judgments, fines, and amounts paid in settlement related to the
indemnified person serving as a director or officer of the Company if the
indemnified person acted in good faith and in a manner such indemnified person
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal proceeding, had no reasonable
cause
to believe that such indemnified person’s conduct was unlawful. With
respect to proceedings by or in the right of the Company, the indemnification
agreements provide for indemnification of expenses related to the indemnified
person serving as a director or officer of the Company if the indemnified
person
acted in good faith and in such a manner such indemnified person reasonably
believed to be in or not opposed to the best interests of the Company; provided,
however, that no indemnification against such expenses shall be made in respect
of any claim, issue, or matter as to which such indemnified person has been
adjudged to be liable to the Company unless and only to the extent that the
Court of Chancery or the court in which such proceeding was brought determines
that, despite the adjudication of liability but in view of all the circumstances
of the case, such indemnified person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
The
foregoing is a summary description of certain terms of the Indemnification
Agreements and is incomplete. It is qualified in its entirety by the
Form of Indemnification Agreement, which is filed as Exhibit 10.5 to our
Registration Statement on Form S-1 (File No. 333-11737) originally filed
on
September 11, 1996, and is incorporated herein by reference.
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On
June
25, 2007, the Company received a letter from The Nasdaq Stock Market advising
that the Board of Directors of The Nasdaq Stock Market LLC (the “Nasdaq Board”)
had stayed the previously disclosed decision of the Nasdaq Listing and Hearing
Review Council (the “Listing Council”) to suspend the Company’s securities from
trading on the Nasdaq Stock Market, pending further consideration by the
Nasdaq
Board in July 2007.
The
Nasdaq Board decided to call for the review the previously disclosed decision
of
the Listing Council regarding the Company’s potential delisting. The
Company had previously disclosed the decision of the Listing Council to suspend
the Company’s securities from trading on the Nasdaq Stock Market at the opening
of business on July 9, 2007, if the Company did not come into compliance
with
Nasdaq Marketplace Rule 4310(c)(14) by the close of business on July 5,
2007.
A
copy of
the Company’s press release issued on June 26, 2007, relating to the foregoing,
is filed as Exhibit 99.1 and incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
(c)
The
following exhibits are filed as part of this current report on Form
8-K.
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Exhibit
No.
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Description |
| 99.1 |
Press
Release dated June 26, 2007 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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By:
/s/ Steven J. Mencarini
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