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): April 11, 2000
EPLUS INC.
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(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 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 April 12, 2000, ePlus inc. ("ePlus") announced by press release, which
is attached hereto as Exhibit 99.1 and incorporated herein by reference, that it
had priced its follow-on public offering for the sale of 1,000,000 shares of its
common stock at a price of $28.50 per share. The offering was completed on April
17, 2000.
Previously, on October 23, 1998, ePlus had sold 1,111,111 shares of its
common stock to TC Plus, LLC (formerly TC Leasing, LLC, "TC Plus") at a price of
$9.00 per share pursuant to a stock purchase agreement dated October 23, 1998,
by and between MLC Holdings, Inc. and TC Leasing LLC (the "Stock Purchase
Agreement"). It had also entered into a stockholders agreement, dated as of
October 23, 1998, with TC Plus, Phillip G. Norton, Bruce M. Bowen, J.A.P.
Investment Group, L.P., Kevin M. Norton and Patrick J. Norton, Jr. (the
"Stockholders Agreement").
Additionally, ePlus had issued a warrant dated, October 23, 1998, to
acquire an additional 1,090,909 shares of its common stock at an exercise price
of $11.00 per share, subject to certain anti-dilution adjustment (the
"Warrant"), for total consideration of $10 million. The Warrant gave ePlus the
right to require TC Plus to exercise the Warrant if its common stock closed at
or above $11.00 per share for 20 consecutive days. On December 23, 1999, this
condition was satisfied, and ePlus gave notice to TC Plus, LLC to require
exercise.
The Stock Purchase Agreement imposed certain super-majority voting
requirements on ePlus' board of directors and restricted ePlus' ability to
engage in mergers or other material transactions. The Stockholders Agreement
provided for restrictions on transfers of shares, restriction on the issuance of
shares, board representation, the forced sale of ePlus by TC Plus in certain
circumstances and registration rights. The Stock Purchase Agreement, the Warrant
and the Stockholders Agreement were filed as exhibits to ePlus' Current Report
on Form 8-K filed on November 13, 1998.
In connection with its follow-on offering, ePlus entered into an agreement
with TC Plus, dated February 25, 2000 (the "Agreement), which ePlus previously
filed as Exhibit 99.3 to its Current Report on Form 8-K, filed on March 9, 2000.
The Agreement was amended as of April 11, 2000 by an amendment (the
"Amendment"), which is attached hereto as Exhibit 99.2 and incorporated by
reference herein.
Under the terms of the Agreement, as amended by the Amendment, ePlus agreed
to allow TC Plus to defer its exercise the Warrant and to permit TC Plus to
exercise the Warrant in full immediately prior to the closing of the Offering on
a cashless basis at an exercise price of $11.00 per share in exchange for a
commitment by TC Plus to waive certain provisions of the Stock Purchase
Agreement and to amend the Stockholders Agreement. TC Plus exercised the Warrant
on a cashless basis on April 11, 2000 and was issued 709,956 shares of common
stock by ePlus.
The Agreement, as amended by the Amendment provided that the waiver of the
provisions of the Stock Purchase Agreement and the amendment of the Stockholders
Agreement were contingent upon the completion of the offering.
The Agreement, as amended by the Amendment provided for the waiver of all
super-majority voting requirements and restrictions on mergers and material
transactions contained in the Stock Purchase Agreement. The Stockholders
Agreement, as amended, which is Exhibit A to the Amendment and incorporated
herein by reference, provides as follows:
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o ePlus' board of directors will continue to have six members with two
directors designated by TC Plus, two directors designated by the
management stockholders party to the Stockholders Agreement and two
directors designated by a nominating committee comprised of one
individual designated by TC Plus and one individual designated by the
management stockholders party to the Stockholders Agreement. The two
directors named by TC Plus will continue to be Carl J. Rickertsen, who
has served as a director since November 1996, and Paul G. Stern.
Phillip G. Norton and Bruce M. Bowen serve as the directors designated
by the management stockholders.
o TC Plus has the right to have the shares of ePlus' common stock that it
has purchased and that it has acquired through exercise of the warrant
included in ePlus' shelf registration statement. If those shares are
not included in the shelf registration statement or if the shelf
registration statement is not effective, TC Plus has the right to
demand registration of its shares on three separate occasions. TC Plus
also has the right to request inclusion of its shares in any other
registration by ePlus of its common stock, such as the Offering. ePlus
is responsible for all of the registration expenses incurred in
connection with TC Plus' exercise of its registration rights. TC Plus
has used its registration rights under the Stockholders Agreement to
register shares in the Offering.
o If ePlus agrees to purchase any shares of its common stock held by the
management stockholders party to the Stockholders Agreement, it must
give notice to TC Plus. If TC Plus wishes to participate, ePlus must
purchase its shares on the same terms and conditions.
o Shares held by stockholders party to the Stockholders Agreement will no
longer subject to the terms of the Stockholders Agreement, as amended,
when they are transferred in a registered offering or pursuant to Rule
144 under the Securities Act of 1933.
o All rights and obligations under the Stockholders Agreement, as
amended, terminate when TC Plus no longer holds 5% of ePlus'
outstanding stock and shall remain terminated even if TC Plus later
acquires 5% or more of ePlus' outstanding stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit
Number Exhibit Description
99.1 Press Release
99.2 Amendment, dated as of April 11, 2000, by and between ePlus inc. and TC
Plus, LLC.
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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 May 11, 2000 By: /s/ Phillip G. Norton
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Phillip G. Norton
Chairman, President and
Chief Executive Officer
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Exhibit Index
Exhibit Page
Number Exhibit Description Number
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99.1 Press Release
99.2 Amendment, dated as of April 11, 2000, by and between
ePlus inc. and TC Plus, LLC.
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