09/19/2024 | Press release | Distributed by Public on 09/19/2024 14:31
Delaware
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54-1817218
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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13595 Dulles Technology Drive
Herndon, Virginia
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20171-3413
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(Address of Principal Executive Offices) | (Zip Code) |
Large accelerated filer ☒ | Accelerated filer ☐ | |
Non-accelerated filer ☐ (Do not check if a smaller reporting company) | Smaller reporting company ☐ | |
Emerging growth company ☐ |
Item 3. |
Incorporation of Documents by Reference
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a. |
The Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the Commission on May 23, 2024;
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b. |
The Registrant's Proxy Statement for its 2024 Annual Meeting of Shareholders (Schedule 14A), filed with the Commission on July 23, 2024;
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c. |
All other reports filed by the Registrant pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since March 31, 2024, including specifically, but not limited to the Registrant's:
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(i) |
Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the Commission on August 7, 2024; and
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(ii) |
Current Reports on Form 8-K filed with the Commission on May 22, 2024 (solely with respect to Item 8.01) and September 16, 2024; and
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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, and including any amendments and reports filed for the purpose of updating this description, including Exhibit 4.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2022.
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Item 4. |
Description of Securities.
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Item 5. |
Interests of Named Experts and Counsel.
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Item 6. |
Indemnification of Directors and Officers.
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Item 7. |
Exemption from Registration Claimed.
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Item 8. |
Exhibits.
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Item 9. |
Undertakings.
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(a) |
The undersigned Registrant hereby undertakes:
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b) |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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EPLUS INC.
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By:
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/s/ Mark P. Marron
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Mark P. Marron
President and Chief Executive Officer
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/s/ Mark P. Marron
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President and CEO
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September 19, 2024
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Mark P. Marron
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(Principal Executive Officer)
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/s/ Elaine D. Marion
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Chief Financial Officer
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September 19, 2024
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Elaine D. Marion
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(Principal Financial
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and Accounting Officer)
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/s/ Maureen F. Morrison
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Chair
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September 19, 2024
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Maureen F. Morrison
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/s/ Renée Bergeron
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Director
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September 19, 2024
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Renée Bergeron
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/s/ Bruce M. Bowen
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Director
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September 19, 2024
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Bruce M. Bowen
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/s/ John E. Callies
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Director
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September 19, 2024
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John E. Callies
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/s/ Ira A. Hunt, III
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Director
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September 19, 2024
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Ira A. Hunt, III
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/s/ Ben Xiang
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Director
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September 19, 2024
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Ben Xiang
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Exhibit Number
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Description
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ePlus inc. Amended and Restated Certificate of Incorporation, as last amended September 18, 2023 (Incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the period ended September 30, 2023)
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Amended and Restated Bylaws of ePlus inc. as amended March 26, 2024 (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on March 28, 2024)
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5.1*
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Opinion of Squire Patton Boggs (US) LLP
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2024 Non-Employee Director Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 16, 2024)
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23.1*
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Consent of Squire Patton Boggs (US) LLP (Contained in opinion filed as Exhibit 5.1 to this Registration Statement)
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23.2*
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Consent of Deloitte & Touche LLP, independent registered public accounting firm
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24.1*
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Power of Attorney (Included on the signature page to this Registration Statement)
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107*
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Filing Fee Table
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