8-K

United States

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): July 31, 2014

ePlus inc.

(Exact name of registrant as specified in its charter)

Delaware	1-34167	54-1817218
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

13595 Dulles Technology Drive Herndon, VA 20171-3413

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code: (703) 984-8400

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))

Item 1.01 Entry into a Material Definitive Agreement

On July 31, 2014, ePlus Technology, inc. (the “Company”), a wholly owned subsidiary of ePlus inc., entered into  Amendment No. 1 (the “Amendments”) to both its Amended and Restated Agreement for Wholesale Financing and Amended and Restated Business Financing Agreement dated July 23, 2012, with GE Commercial Distribution Finance (“GECDF”) in connection with its credit facility. The Amendments primarily provide for an increase in the aggregate limit of the two components of the credit facility to $225 million with an accounts receivable component sublimit of $30 million. In addition, the Amendments modify certain covenants providing more flexibility for payments between ePlus inc. and its subsidiaries.

From time to time the Company and its affiliates sell and lease IT equipment and software to affiliates of GECDF.  There are no other material relationships between the Company and GECDF.

The foregoing descriptions of the Amendments are qualified in their entirety by reference to the Amendments, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d)  Exhibits.  The following Exhibits are filed herewith as part of this report:

Exhibit No.                                Description

10.1 Amendment No. 1 to Amended and Restated Agreement for Wholesale Financing, dated July 31, 2014, between ePlus Technology, inc. and GE Commercial Distribution Finance Corporation

10.2 Amendment No. 1 to Amended and Restated Business Financing Agreement, dated July 31, 2014, between ePlus Technology, inc. and GE Commercial Distribution Finance Corporation

99.1 Press release dated August 5, 2014, issued by ePlus inc.

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/ Elaine D. Marion

Elaine D. Marion

Chief Financial Officer

Date: August 6, 2014

EX-99.1

EXHIBIT 99.1

ePlus Technology Amends Credit Facility With GE Capital Commercial Distribution Finance

Increase in Credit Limit to $225 Million Enhances ePlus Technology's Working Capital

HERNDON, Va., Aug. 5, 2014 (GLOBE NEWSWIRE) -- ePlus inc. (Nasdaq:PLUS) today announced its subsidiary, ePlus Technology, inc., amended its credit facility with GE Capital Commercial Distribution Finance (GECDF), which was originally entered into on July 23, 2012. The GECDF credit facility is comprised of a floor plan component and an accounts receivable component and is used to finance inventory and accounts receivable related to the sales of products and services in its technology segment.

The amendment provides ePlus Technology with a total credit limit of $225 million, an increase of $50 million over the prior agreement, with a sub-limit of $30 million for the accounts receivable component. ePlus inc. will continue to guarantee this facility up to a limit of $10.5 million. The amounts available under the agreements may be limited by the asset value of the inventory purchased and accounts receivable, and may be further limited by certain covenants and terms and conditions of the facility. Either party may terminate with proper notice.

"This amendment further increases our capacity to efficiently and effectively support our customer base in order to provide advanced solutions," said Elaine D. Marion, chief financial officer. "We are grateful to GECDF for their continued support over the past 10 plus years and greatly value our long-term relationship."

About GE Capital, Commercial Distribution Finance

GE Capital, Commercial Distribution Finance provided $34 billion in financing for more than 30,000 dealers and more than 3,000 distributors and manufacturers in the U.S. and Canada in 2013. Programs include inventory and accounts receivable financing, asset-based lending, private label financing, collateral management and related financial products. For more information, visit http://www.gecdf.com/ or follow company news via Twitter (http://twitter.com/GEInventoryFin).

About ePlus inc.

ePlus is a leading integrator of technology solutions. ePlus enables organizations to optimize their IT infrastructure and supply chain processes by delivering complex information technology solutions, which may include managed and professional services and products from top manufacturers, flexible financing, and proprietary software. Founded in 1990, ePlus has more than 900 associates serving commercial, state, municipal, and education customers nationally. The Company is headquartered in Herndon, VA. For more information, visit www.eplus.com, call 888-482-1122, or email info@eplus.com. Connect with ePlus on Facebook at www.facebook.com/ePlusinc and on Twitter at www.twitter.com/ePlus.

ePlus® and ePlus products referenced herein are either registered trademarks or trademarks of ePlus inc. in the United States and/or other countries. The names of other companies and products mentioned herein may be the trademarks of their respective owners.

Statements in this press release that are not historical facts may be deemed to be "forward-looking statements." Actual and anticipated future results may vary materially due to certain risks and uncertainties, including, without limitation, possible adverse effects resulting from financial market disruption and general slowdown of the U.S. economy such as our current and potential customers delaying or reducing technology purchases, increasing credit risk associated with our customers and vendors, reduction of vendor incentive programs, and restrictions on our access to capital necessary to fund our operations; our ability to consummate and integrate acquisitions; the possibility of goodwill impairment charges in the future; significant adverse changes in, reductions in, or losses of relationships with major customers or vendors; the demand for and acceptance of, our products and services; our ability to adapt our services to meet changes in market developments; our ability to implement comprehensive plans for the integration of sales forces, cost containment, asset rationalization, systems integration and other key strategies; our ability to reserve adequately for credit losses; our ability to secure our electronic and other confidential information; future growth rates in our core businesses; our ability to protect our intellectual property; the impact of competition in our markets; the possibility of defects in our products or catalog content data; our ability to adapt to changes in the IT industry and/or rapid change in product standards; our ability to realize our investment in leased equipment; our ability to hire and retain sufficient qualified personnel; and other risks or uncertainties detailed in our reports filed with the Securities and Exchange Commission. All information set forth in this press release is current as of the date of this release and ePlus undertakes no duty or obligation to update this information.

CONTACT:	GE Capital, Americas Lisa Tibbitts Lisa.Tibbitts@ge.com 203-956-4582
	ePlus inc. Kleyton Parkhurst, SVP kparkhurst@eplus.com 703-984-8150