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): February 28, 2005
EPLUS INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-28926 54-1817218
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
13595 Dulles Technology Drive, Herndon, Virginia 20171-3413
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(Address, including zip code, of principal executive office)
(703) 984-8400
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(Registrant's telephone number, including area code)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 February 28, 2005 the Board of Directors of ePlus inc. ("the Company")
approved the adoption of separate ePlus, Inc. Supplemental Benefit Plans (each a
"Plan" and together, "the Plans") for each of (i) Bruce M. Bowen, Director and
Executive Vice President of the Company, (ii) Steven J. Mencarini, Senior Vice
President and Chief Financial Officer of the Company and (iii) Kleyton L.
Parkhurst, Senior Vice President, Assistant Secretary and Treasurer of the
Company (the "Participants"). Each Plan is substantially similar.
The Plans are unfunded, nonqualified deferred compensation plans which provide
the Participants with a cash benefit that is payable only upon the earlier to
occur of (i) death, (ii) termination of employment or (iii) the expiration of
the Plans. Each Plan terminates on August 11, 2014. The Plans do not require or
contemplate the deferral of current or future cash compensation that is payable
to the Participants. Under the terms of the Plans, the Participants or their
beneficiaries have only the right to receive a single lump sum cash distribution
upon the occurrence of one of triggering events described above. Under the terms
of the Plans, the Participants do not have a right to accelerate payments of the
benefits payable under the Plans. If a Participant is terminated for Cause (as
defined in each Plan) prior to the expiration of the respective Plan, the
Company will have no further obligation under such Plan and the affected
Participant will not be entitled to any payments under such Plan. In connection
with the adoption of the Plans, the Company will establish one or more grantor
trusts to which it may transfer assets intended to be used for the benefit of
the Participants. Through the date of distribution of Plan benefits, the assets
of such trusts will remain subject to the claims of the Company's creditors and
the beneficiaries of the trusts shall have standing with respect to the trusts'
assets not greater than that of general unsecured creditors of the Company.
The Company reserves the right to amend, modify, terminate or discontinue any
Plan at any time with the consent of the Participant.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are included with this Report:
Exhibit 10.1 ePlus inc. Supplemental Benefit Plan for Bruce M. Bowen
Exhibit 10.2 ePlus inc. Supplemental Benefit Plan for Steven J. Mencarini
Exhibit 10.3 ePlus inc. Supplemental Benefit Plan for Kleyton L. Parkurst
Exhibit 10.4 ePlus inc. Form of Supplemental Benefit Plan Participation Election
Form
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.
ePlus inc.
By: /s/ Steven J. Mencarini
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Steven J. Mencarini
Date: March 2,2005 Chief Financial Officer