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): August 18, 2004 EPLUS INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-28926 54-1817218 -------------- -------------- -------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 400 Herndon Parkway, Herndon, Virginia 20170 ----------------------------------------------------- (Address, including zip code, of principal executive office) (703) 834-5710 -------------- (Registrant's telephone number, including area code) -1- Item 5. Other Events On August 18, 2004, the Registrant issued a press release regarding modification of the current floor planning agreeements with GE Commercial Distribution Finance Corporation that were originally entered into on September 8, 2000. The press release is attached hereto as Exhibit 99.1. The details of the modification of the floor planning agreements between the registrant and GE Commercial Distribution Finance Corporation are disclosed in the Current Report on Form 8-K previously filed by the registrant on August 18, 2004. EXHIBIT INDEX The following exhibits are filed as part of this report: 99.1 Press Release dated August 18, 2004 regarding modification of the current floor planning agreements with GE Commercial Distribution Finance Corporation ("GECDF") that were originally entered into on September 8, 2000. SIGNATURE 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/ Steven J. Mencarini ------------------------------ Steven J. Mencarini Date: August 18, 2004 Chief Financial Officer -2-