EPLUS INC
8-K, 2000-12-28
FINANCE LESSORS
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                       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 19, 2000

                                   EPLUS INC.
             ------------------------------------------------------
             (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 20170
          (Address, including zip code, of principal executive office)

                                 (703) 834-5710
                                 --------------

              (Registrant's telephone number, including area code)


<PAGE>

ITEM 5.  OTHER EVENTS

On December 21, ePlus inc., along with its wholly-owned subidiaries ePlus Group,
Inc.,  ePlus Capital,  Inc., and ePlus  Government,  Inc.,  announced in a press
release  that it had  established  with  National City  Bank, a  364 day credit
facility with a $20 million dollar limit.

Purpose of the Credit Facility

We use the credit facility primarily for the short-term  financing of inventory,
receivables,  and equipment prior to the sale or permanent financing provided by
non-recourse  loans obtained from third party lenders.  As of December 21, 2000,
there were no borrowings outstanding under this credit facility.

Principal Terms of the Credit Facility

Borrowings  under the facility will bear interest at LIBOR plus 150 basis points
for thirty day loan periods, or, at our option if a day to day rate is selected,
at the prime rate. The credit facility is secured by certain of companys' assets
such as chattel paper (including leases), receivables, inventory, and equipment.
In addition, we have entered into pledge agreements for the stock of each of our
listed subsidiaries, ePlus Technology of NC, Inc., ePlus Technology of PA, Inc.,
and ePlus Technology, Inc. The availability of the credit facility is subject to
a borrowing  base formula that  consists of  inventory,  receivables,  purchased
assets, and leases. Availability under the credit facility may be limited by the
asset  value of  equipment  purchased  by us or by terms and  conditions  in the
credit facility  agreement.  If we are unable to sell the equipment or unable to
finance the  equipment on a permanent  basis  within a certain time period,  the
availability of credit under the facility could be diminished or eliminated. The
credit facility contains covenants  relating to the following:  minimum tangible
net worth;  cash flow coverage  ratios;  maximum debt to equity  ratio;  maximum
amount of guarantees of subsidiary obligations; mergers; acquisitions; and asset
sales.  The credit  facility is a full recourse  obligation  and is secured by a
first priority blanket lien on all of our assets.

EXHIBIT INDEX

     The following exhibit is filed as part of this report:

     Exhibit
     Number                      Item

      5.1      Text of Credit  Agreement  dated December 15, 2000 between ePlus,
               Inc., ePlus Group,  Inc., ePlus  Government,  Inc., and ePlus
               Capital, Inc., with National City Bank, Inc., as Agent

     99.1      Press Release


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<PAGE>

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.
(Registrant)

Date: December 28, 2000              By: /s/Steven J. Mencarini
                                        --------------------
                                        Steven J. Mencarini
                                        Chief Financial Officer


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<PAGE>





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