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)
|
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company ý |
Title
of
Securities
to be
Registered
|
Amount
to be
Registered(1)(2)
|
Proposed
Maximum Offering Price Per Share
|
Proposed
Maximum Aggregate Offering Price
|
Amount
of
Registration
Fee
|
Common
Stock par value $0.01 per share
|
1,250,000
|
n/a
|
n/a
|
n/a
|
(1)
|
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 1,250,000 shares of ePlus
inc.’s
(the “Registrant”) common stock, par value $0.01 per share (the “Common
Stock”), being registered under this Registration
Statement (the “Carried Forward Shares”) were previously
available for issuance under the Registrant’s Amended and Restated 1998
Long-Term Incentive Plan (the “1998 Plan”), but which have been carried
forward to and included in the shares available for issuance under
the
Registrant’s 2008 Employee Long-Term Incentive Plan (the “2008 Employee
Plan”) and its 2008 Non-Employee Director Long-Term Incentive Plan (the
“2008 Director Plan” and collectively with the 2008 Employee Plan, the
“2008 Plans”). The Registrant previously registered the Carried
Forward Shares under its Registration Statement on Form S-8 (Registration
No. 333-91909) (the “1999 Registration Statement”), which was originally
filed with the Securities and Exchange Commission on December 1,
1999, and
the Registrant paid the required registration fee. The
Registrant has concurrently filed a Post-Effective Amendment to the
1999
Registration Statement to deregister the remaining available shares,
including the Carried Forward Shares, under the 1998 Plan.
|
(2)
|
Pursuant
to Rule 416(c) under the Securities Act of 1933, this Registration
Statement shall also cover any additional shares of Common Stock
which
become issuable under such Plans by reason of any stock dividend,
stock
split, recapitalization or any other similar transaction effected
without
the receipt of consideration which results in an increase in the
number of
the Registrant’s outstanding shares of Common Stock.
|
(a)
|
The
Registrant’s Annual Report on Form 10-K for the fiscal year ended March
31, 2008, filed with the Commission on July 3,
2008;
|
(b)
|
The
Registrant’s Proxy Statement for its 2008 Annual Meeting of Shareholders
(Schedule 14A), filed with the Commission on July 29,
2008;
|
(c)
|
All
other reports filed by the Registrant pursuant to Sections 13(a)
and 15(d)
of the Securities Exchange Act of 1934 since March 31, 2008, including
specifically, but not limited to the
Registrant’s:
|
(i)
|
Quarterly
Report on Form 10-Q for the quarter ended June 30, 3008;
and
|
(ii)
|
Current
Reports on Form 8-K filed with the Commission on June 26, 2008 (Item
4.02), July 1, 2008 (Items 5.03 and 9.01), August 6, 2008 (Items
5.02,
8.01, and 9.01), September 2, 2008 (Items 5.02 and 9.01); and September
19, 2008 (Items 5.02 and 9.01)
|
(d)
|
The
description of the Common Stock set forth in the Registrant’s registration
statement on Form 8-A (Reg. No.1-34167), filed with the Commission
on
September 2, 2008, including all amendments and reports filed for
the
purpose of updating that
description.
|
EPLUS INC. | |
By: | /s/ Phillip G. Norton |
Phillip G. Norton | |
Chairman of the Board, President, and | |
Chief Executive Officer | |
/s/
Phillip G. Norton
|
Director,
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
16, 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
|
4.1
|
Amended
and Restated Certificate of Incorporation of ePlus
inc. (Incorporated by reference to the Form 8-K filed by ePlus inc. on
September 19, 2008)
|
4.2
|
Amended
and Restated By-Laws of ePlus inc. (Incorporated by reference
to the Form 8-K filed by ePlus inc. on July
1, 2008)
|
5.1
|
Opinion
of Nixon Peabody LLP
|
10.1
|
2008
Non-Employee Director Long-Term Incentive Plan (Incorporated by reference
to the Form 8-K filed by ePlus
inc. on September 19, 2008)
|
10.2
|
2008
Employee Long-Term Incentive Plan (Incorporated by reference to the
Form
8-K filed by ePlus
inc. on September 19, 2008)
|
23.1
|
Consent
of Nixon Peabody LLP (Contained in opinion filed as Exhibit 5.1 to
this
Registration Statement)
|
23.2
|
Consent
of Deloitte & Touche LLP, independent accountants
|
24.1
|
Power
of Attorney (Included on the signature page to this Registration
Statement)
|