(Exact name of Registrant as specified in its charter) |
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)
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(Zip Code)
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Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☐
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Emerging growth company ☐
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Title of
Securities to be
Registered
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Amount to be
Registered(1)(2)
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Proposed
Maximum
Offering Price
Per Share(3)
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Proposed
Maximum
Aggregate
Offering Price(3) |
Amount of
Registration Fee
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Common Stock par value $0.01 per share
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1,500,000
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$110.475
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$116,782,017.75
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$10,825.69
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(1) |
Pursuant to Interpretation No. 89 under Section G of the Manual of Public Available Telephone Interpretations (July 1997) of the Division of Corporation Finance of the Securities and Exchange Commission, and Instruction E to the
General Instructions to Form S-8, the 1,500,00 shares of ePlus inc.’s (the “Registrant”) common stock, par value $0.01 per share (the “Common Stock”), being registered under this Registration
Statement includes 442,910 shares of the Registrant’s Common Stock (the “Carried Forward Shares”) that were previously available for issuance under the Registrant’s 2012 Employee Long-Term Incentive
Plan (the “2012 Plan”), but which have been carried forward to and included in the shares available for issuance under the Registrant’s 2021 Employee Long-Term Incentive Plan (the “2021 Plan”). The Registrant previously registered the
Carried Forward Shares under its Registration Statement on Form S-8 (Registration No. 333-186879) (the “2012 Registration Statement”), which was originally filed with the Securities and Exchange Commission on February 26, 2013, and the
Registrant paid the required registration fee. The Registrant has concurrently filed a Post-Effective Amendment to the 2012 Registration Statement to deregister the Carried Forward Shares under the 2012 Plan.
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(2) |
Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 2021 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, including the two-for-one stock split
declared by the Registrant’s board of directors on November 9, 2021 and payable on December 13, 2021.
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(3) |
Estimated solely for the purpose of calculating the registration fee and computed pursuant to Rule 457(h)(i) and Rule 457(c) of the Securities Act of 1933, as amended, based upon the average of the high and low prices for the
Registrant’s Common Stock on the Nasdaq Global Select Market on November 29, 2021, which was $110.475.
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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, 2021, filed with the Commission on May 21, 2021;
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(b) |
The Registrant’s Proxy Statement for its 2021 Annual Meeting of Shareholders (Schedule 14A), filed with the Commission on July 23, 2021;
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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 since March 31, 2021, including specifically, but not limited to the Registrant’s:
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(i) |
Quarterly Reports on Form 10-Q for the quarters ended June 30, 2021 and September 30, 2021; and
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(ii) |
Current Reports on Form 8-K filed with the Commission on July 23, 2021 (Item 5.02), September 7, 2021 (Items 5.03 and 9.01), September 23, 2021 (Items 5.02, 5.07 and 9.01), October 19, 2021 (Items 1.01, 1.02, 2.03 and 9.01) and
November 15, 2021 (Items 5.07, 8.01 and 9.01); and
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(d) |
The description of the Common Stock, which is filed as Exhibit 4.2 to the Form 10-K, including any amendments or reports filed for the purpose of updating such description.
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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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EPLUS INC.
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By:
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/s/ Mark Marron
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Mark P. Marron
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President and Chief Executive Officer
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/s/ Mark Marron
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President and CEO
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November 24, 2021
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Mark P. Marron
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(Principal Executive Officer)
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/s/ Elaine Marion
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Chief Financial Officer
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November 24, 2021
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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/ C. Thomas Faulders
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Chairman
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November 24, 2021
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C. Thomas Faulders III
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/s/ Bruce M. Bowen
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Director
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November 25, 2021
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Bruce M. Bowen
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/s/ John Callies
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Director
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November 24, 2021
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John E. Callies
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/s/ Maureen Morrison
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Director
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November 24, 2021
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Maureen F. Morison
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/s/ Ben Xiang
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Director
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November 24, 2021
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Ben Xiang
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/s/ Ira A. Hunt
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Director
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November 24, 2021
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Ira A. Hunt
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/s/ Eric Hovde
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Director
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November 24, 2021
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Eric D. Hovde
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4.1
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Amended and Restated Certificate of Incorporation of ePlus inc. (Incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the period ended September 30, 2008)
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4.2
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Certificate of Amendment to the ePlus inc. Amended and Restated Certificate of Incorporation, effective November 9, 2021 (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on November 15, 2021)
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4.3
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Amended and Restated By-Laws of ePlus inc. as amended September 1, 2021 (Incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the period ended September 30, 2021)
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Opinion of Nixon Peabody LLP *
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10.1
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2021 Employee Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 23, 2021)
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Consent of Nixon Peabody 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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Very truly yours,
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/s/ Nixon Peabody LLP
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