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): December 20, 2004
EPLUS INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-28926 54-1817218
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
400 Herndon Parkway, Herndon, Virginia 20170
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(Address, including zip code, of principal executive office)
(703) 834-5710
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(Registrant's telephone number, including area code)
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))
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Item 8.01 Other Events
Between March and October of 2004, the Company entered into four separate
leasing schedules with a lessee named Cyberco Holdings, Inc. ("Cyberco"), all
for computer servers. All four of the leasing schedules were fully funded by
lenders on a non-recourse basis pursuant to agreements between the Company and
the lenders ("Agreements").
On November 17, 2004, federal agents reportedly raided Cyberco's headquarters in
Grand Rapids, Michigan. It is the Company's understanding that evidence has
revealed that the principals of Cyberco had been allegedly perpetrating a fraud
against numerous lessors and lenders including the Company. On November 30,
2004, the FBI filed an application to obtain a seizure warrant for $1,000,000
from a bank in Hong Kong, along with other assets transferred by the principals
of Cyberco to other third parties and banks. On December 9, 2004 an involuntary
bankruptcy petition was filed against Cyberco in the U.S. Bankruptcy Court for
the Western District of Michigan. The Company has entered its appearance in the
bankruptcy via local counsel in Grand Rapids, Michigan. The Trustee has filed a
notice of possible dividends to creditors, although the amount is as yet
undetermined.
The aggregate principal amount outstanding on the above referenced Agreements
funded to Cyberco is approximately $14,000,000. Recently, the lenders for the
four leasing schedules served demand letters on the Company for the principal
amount outstanding on the Agreements. Because each of the Agreements was
non-recourse with respect to the Company, the Company does not believe it is
liable under the Agreements and to date has made no accounting accruals for any
liability. The Company will continue to investigate any potential exposure it
may have as a result of this situation and intends to vigorously defend any
claim that may be made by any of the lenders.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Statements in this Current Report on Form 8-K, which are not historical
facts, may be deemed to be "forward-looking statements" about matters relating
to the Company's disputes with Cyberco and the aforementioned lenders. Although
these statements are based upon the Company's current expectations and beliefs,
they are subject to known and unknown risks and uncertainties that could cause
actual results and outcomes to differ materially from those described in, or
implied by, the forward-looking statements, including any future disagreements
and other risks or uncertainties detailed in our Securities and Exchange
Commission filings.
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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 hereunto duly authorized.
EPLUS INC.
Date: December 20, 2004
By: /s/Steven J. Mencarini
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Steven J. Mencarini
Chief Financial Officer
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