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Delaware
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000-28926
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54-1817218
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(State
or other
jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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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):
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[
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR
230.425)
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[
]
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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·
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Section
2.3(B) was amended to permit stockholders, subject to certain conditions,
to request a special meeting of the Company’s stockholders upon written
request of stockholders holding 25% or more of the Company’s then
outstanding common stock;
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·
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Section
2.4 was amended to allow the Company to provide notice of meetings
of
stockholders by any method in compliance with the laws of
Delaware;
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·
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Section
2.8(A) was amended to revise the notice requirement for stockholders
wishing to nominate persons for director. Pursuant to the
Amended Bylaws, such stockholders must give notice not less than
60 days
prior to the first anniversary of the prior year’s annual meeting if the
meeting is held within 30 days of the anniversary of the prior
year’s
meeting. If the meeting is not held within 30 days of the anniversary
of
the prior year’s meeting, then nominations must be made no later than
seven days following the first public announcement of the
meeting.
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·
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Section
2.8 was amended to expand the information required to be provided
by the
stockholder making a proposal including information about any hedging
activity engaged in by such stockholder and its
affiliates;.
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·
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Section
2.8 was amended to clarify that a stockholder seeking to include
a
proposal in a proxy statement that has been prepared by the Company
to
solicit proxies shall comply with the requirements in the proxy
rules of
the United States Securities and Exchange Commission with respect
to such
proposal;
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·
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Section
3.2(B) was amended to provide that, beginning in 2009 and if consistent
with the Company’s Certificate of Incorporation as amended at that time,
the current division of board members into classes shall terminate,
and
each director shall serve annual
terms;
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·
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Section
3.9 was amended to eliminate the requirement for a 65% majority
vote of
the board of directors for the Company to engage in certain transactions,
and was replaced by a simple majority vote requirement;
and
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·
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Section
3.12 was amended to remove the reference to a Stock Incentive Committee,
and added that the Board may designate a Nominating and Corporate
Governance Committee.
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(d)
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Exhibits
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| Exhibit No. | Description of Exhibits |
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3.1
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Amended
and Restated Bylaws of ePlus
inc., as adopted
on June 25, 2008
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ePlus
inc.
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By:
/s/
Steven J.
Mencarini
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Steven
J.
Mencarini
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Date:
July 1,
2008
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Chief
Financial
Officer
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