8-K 1 0001.txt NATIONAL CITY BANK AMENDED CREDIT AGREEMENT 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): December 19, 2000 EPLUS INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 000-28926 54-1817218 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 400 Herndon Parkway, Herndon, Virginia 20170 (Address, including zip code, of principal executive office) (703) 834-5710 -------------- (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS On December 21, ePlus inc., along with its wholly-owned subidiaries ePlus Group, Inc., ePlus Capital, Inc., and ePlus Government, Inc., announced in a press release that it had established with National City Bank, a 364 day credit facility with a $20 million dollar limit. Purpose of the Credit Facility We use the credit facility primarily for the short-term financing of inventory, receivables, and equipment prior to the sale or permanent financing provided by non-recourse loans obtained from third party lenders. As of December 21, 2000, there were no borrowings outstanding under this credit facility. Principal Terms of the Credit Facility Borrowings under the facility will bear interest at LIBOR plus 150 basis points for thirty day loan periods, or, at our option if a day to day rate is selected, at the prime rate. The credit facility is secured by certain of companys' assets such as chattel paper (including leases), receivables, inventory, and equipment. In addition, we have entered into pledge agreements for the stock of each of our listed subsidiaries, ePlus Technology of NC, Inc., ePlus Technology of PA, Inc., and ePlus Technology, Inc. The availability of the credit facility is subject to a borrowing base formula that consists of inventory, receivables, purchased assets, and leases. Availability under the credit facility may be limited by the asset value of equipment purchased by us or by terms and conditions in the credit facility agreement. If we are unable to sell the equipment or unable to finance the equipment on a permanent basis within a certain time period, the availability of credit under the facility could be diminished or eliminated. The credit facility contains covenants relating to the following: minimum tangible net worth; cash flow coverage ratios; maximum debt to equity ratio; maximum amount of guarantees of subsidiary obligations; mergers; acquisitions; and asset sales. The credit facility is a full recourse obligation and is secured by a first priority blanket lien on all of our assets. EXHIBIT INDEX The following exhibit is filed as part of this report: Exhibit Number Item 5.1 Text of Credit Agreement dated December 15, 2000 between ePlus, Inc., ePlus Group, Inc., ePlus Government, Inc., and ePlus Capital, Inc., with National City Bank, Inc., as Agent 99.1 Press Release 1 SIGNATURES 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. (Registrant) Date: December 28, 2000 By: /s/Steven J. Mencarini -------------------- Steven J. Mencarini Chief Financial Officer 2