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): March 6, 2000
EPLUS INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-28926 54-1817218
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
400 Herndon Parkway, Herndon, Virginia 20176
(Address, including zip code, of principal executive office)
(703) 834-5710
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(Registrant's telephone number, including area code)
Item 5. Other Events
On March 6, 2000, ePlus inc. ("ePlus") entered into a marketing and
distribution agreement (the "Agreement") with PSINet Inc. ("PSINet"), a New York
corporation based in Herndon, Virginia that designs, develops and markets
various internet-related services, including Web site hosting and development.
The Agreement provides that ePlus and PSINet will cooperate to enable ePlus and
PSINet to offer ePlus' e-procurement solution, which is used by end users to
acquire goods and services from vendors via the Internet, on a co-branded basis
to PSINet's existing and potential customers, utilizing PSINet's hosting
platform.
ePlus shall provide PSINet with a fee based on a pecentage of the net
revenue for goods and services purchased by end users directly from ePlus
through an ePlus/PSINet catalogue. In addition, ePlus shall provide PSINet with
monthly hosting fees for any end user that elects hosting or dedicated hosting
through PSINet. ePlus has committed to pay a minimum of $3 million to PSINet
from July 1, 2000 through June 30, 2002 in the form of transaction and hosting
fees.
The Agreement also provides that PSINet will license Procure+ from ePlus
for its internal use. PSINet has agreed to purchase $20 million in goods and
services from and through ePlus between January 1, 2000 and December 31, 2001.
In connection with the Agreement, ePlus issued to PSINet Ventures, Inc., a
subsidiary of PSINet, a warrant to purchase 100,000 shares of its par value
$0.01 per share common stock at an exercise price of $38.4375, based on the then
current market price, subject to certain anti-dilution adjustments. The warrant
is immediately exercisable and will expire on March 5, 2002. As a result of the
issuance of the warrant, ePlus will incur a charge to earnings which will be
amortized over the life of the warrant and is not expected to exceed $100,000
per quarter.
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 thereunto duly authorized.
ePlus inc.
Dated March 21, 2000 By: /s/ Phillip G. Norton
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Phillip G. Norton
Chairman, President and
Chief Executive Officer