SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 10, 2001
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 20176
(Address, including zip code, of principal executive office)
(703) 834-5710
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets
ePlus inc. announced by press release dated May 10, 2001, that it had entered
into an Asset Purchase Agreement to acquire the software business and assets of
ProcureNet, Inc. By press release dated May 16, 2001, ePlus announced that it
had completed this transaction. The transaction closed on May 15, 2001 and total
consideration was estimated at $5.9 million of which $1 million was paid in
cash, 422,833 shares of unregistered stock (the closing per share market value
on May 15, 2001 was $9.16 per share for a total value of $3,873,150) and the
remainder was the assumption of certain of the liabilities, estimated at
approximately $1,000,000, pertaining to the business operation. The primary
assets acquired were OneSource, a comprehensive e-procurement software solution,
MarketBuilder, a marketplace software solution; Common Language Generator
software that is used for electronic catalogue cleaning and enrichment, several
registered and applied for patents, trademarks and copyrights. Also obtained in
the agreement were the entire commercial and municipal customer list and
reseller and partnership agreements and related contracts. ePlus will also
assume the contractual responsibility of the current obligations of the
maintenance and support requirements of the products acquired. Many of the key
personnel, mostly development, implementation and sales and marketing employees,
will be employed by the new entity created for this acquisition - ePlus Systems,
inc.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Not applicable.
EXHIBIT INDEX
The following exhibits are filed herewith:
Exhibit Item
Number
2.1 Asset Purchase Agreement between ePlus inc. and ProcureNet Inc., dated as
of May 4, 2001
99.1 Text of press release dated May 10, 2001 regarding acquisition of
ProcureNet's software business
99.2 Text of press release dated May 16, 2001 regarding the completion of the
acquisition of ProcureNet's software business.
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 18, 2001 By: /s/ Steven J. Mencarini
--------------------------------
Steven J. Mencarini
Chief Financial Officer