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): October 4, 2002 EPLUS INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-28926 54-1817218 -------------- -------------- -------------- (State or other jurisdiction of (Commission File Number) (IRS Employer 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 October 4, 2002, ePlus inc. (the "Company") announced by press release that its board of directors authorized a plan to repurchase up to 3,000,000 shares of the Company's outstanding common stock, par value $0.01 per share, over a period of time ending no later than October 3, 2003, and limited to a cumulative purchase amount of $7,500,000. Subject to availability, these purchases may be made from time to time in the open market or otherwise at prices that the Company deems appropriate. The press release is attached hereto as Exhibit 99 and incorporated by reference herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits Exhibits Description 99.1 Press Release dated October 4, 2002 regarding announcement of stock repurchase program. -2- 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: October 4, 2002 Chief Financial Officer -3- EXHIBIT INDEX Exhibit Number Description 99.1 Press Release dated October 4, 2002 regarding announcement of stock repurchase program. -4-