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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ePlus inc | NASDAQ:PLUS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.17 | 0.23% | 73.87 | 73.39 | 74.35 | 74.14 | 73.17 | 73.50 | 70,093 | 22:00:00 |
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;
|
b. |
The Registrant's Proxy Statement for its 2024 Annual Meeting of Shareholders (Schedule 14A), filed with the Commission on July 23, 2024;
|
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:
|
(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.
|
(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.
|
(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.
|
EPLUS INC.
|
||
By:
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/s/ Mark P. Marron
|
|
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)
|
||
/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)
|
|||
/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
|
|||
/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
|
|||
/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
|
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)
|
|
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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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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Consent of Squire Patton Boggs (US) LLP (Contained in opinion filed as Exhibit 5.1 to this Registration Statement)
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Consent of Deloitte & Touche LLP, independent registered public accounting firm
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Power of Attorney (Included on the signature page to this Registration Statement)
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Filing Fee Table
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Squire Patton Boggs (US) LLP
2550 M Street, NW
Washington, D.C. 20037
O +1 202 457 6000
F +1 202 457 6315
squirepattonboggs.com
|
|
Sincerely, |
|
|
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/s/ Squire Patton Boggs (US) LLP |
|
|
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Squire Patton Boggs (US) LLP |
Calculation of Filing Fee Tables |
|||
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|||
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Table 1: Newly Registered Securities |
---|
Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
|
---|---|---|---|---|---|---|---|---|
1 |
|
|
|
|
$
|
$
|
|
$
|
Total Offering Amounts: |
$
|
$
|
||||||
Total Fee Offsets: |
$
|
|||||||
Net Fee Due: |
$
|
Offering Note |
1 |
|
||||||
|
Submission |
Sep. 19, 2024 |
---|---|
Submission [Line Items] | |
Central Index Key | 0001022408 |
Registrant Name | EPLUS INC |
Form Type | S-8 |
Submission Type | S-8 |
Fee Exhibit Type | EX-FILING FEES |
Offerings - Offering: 1 |
Sep. 19, 2024
USD ($)
shares
|
---|---|
Offering: | |
Fee Previously Paid | false |
Other Rule | true |
Security Type | Other |
Security Class Title | Common Stock, par value $0.01 per share |
Amount Registered | shares | 300,000 |
Proposed Maximum Offering Price per Unit | 87.29 |
Maximum Aggregate Offering Price | $ 26,187,000.00 |
Fee Rate | 0.01476% |
Amount of Registration Fee | $ 3,865.20 |
Offering Note | The registration fee is calculated pursuant to Rule 457(c) and (h)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to Rule 416(c) under the Securities Act, the shares of the Registrant's common stock, par value $0.01 per share (the "Common Stock") being registered under this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the ePlus inc. 2024 Non-Employee Director Long-Term Incentive Plan 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. The proposed maximum offering price per share and the maximum aggregate offering price are estimated solely for the purpose of calculating the registration fee and computed pursuant to Rule 457(c) and (h)(1) of the Securities Act, based upon the average of the high and low prices for the Registrant's Common Stock on the NASDAQ Global Select Market on September 12, 2024, which was $87.29. |
Fees Summary |
Sep. 19, 2024
USD ($)
|
---|---|
Fees Summary [Line Items] | |
Total Offering | $ 26,187,000.00 |
Total Fee Amount | 3,865.20 |
Total Offset Amount | 0.00 |
Net Fee | $ 3,865.20 |
1 Year ePlus Chart |
1 Month ePlus Chart |
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