EPLUS INC — Regulatory Filings 2018

Oct 12, 2018

S-8 POS 1 forms8-pos.htm POST-EFFECTIVE AMENDMENT TO FORM S-8 2008 EMPLOYEE PLAN Licensed to: ePlus inc. Document created using EDGARfilings PROfile 4.5.0.0 Copyright 1995 - 2018 Broadridge

As filed with the Securities and Exchange Commission on October 12, 2018

Registration No. 333-153639

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2

TO

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

e Plus inc.

---

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	54-1817218 (I.R.S. Employer Identification No.)
13595 Dulles Technology Drive Herndon, Virginia (Address of Principal Executive Offices)	20171-3413 (Zip Code)

e PLUS INC. 2008 EMPLOYEE LONG-TERM INCENTIVE PLAN

(Full title of the Plan)

Mark P. Marron

President and Chief Executive Officer

e Plus inc.

13595 Dulles Technology Drive

Herndon, Virginia 20171-3413

(703) 984-8400

(Name, address, including zip code, and telephone

number, including area code, of agent for service)

Copy to:

Lloyd H. Spencer, Esq.

Nixon Peabody LLP

799 9th Street NW, Suite 500

Washington, D.C. 20001

(202) 585-8000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Pursuant to Item 512(a)(3) of Regulation S-K, this Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (File No. 333-153639) filed on September 23, 2008, is filed to deregister certain securities remaining available for issuance under such Registration Statement as described below. On September 23, 2008, e Plus inc. (the "Registrant") filed the Registration Statement to register an aggregate of 2,500,000 shares of its common stock, par value $0.01 per share (the "Common Stock"), of which 2,000,000 were issuable under the Registrant's 2008 Employee Long-Term Incentive Plan (the "2008 Plan"). Share numbers have been revised to reflect the two-for-one stock split that was effected March 31, 2017.

The Registrant has determined that there are no outstanding awards, and no future awards will be granted, under the 2008 Plan. As of October 11, 2018, there were 1,100,754 such shares of Common Stock (collectively, the "Remaining Shares") available under the 2008 Plan.

This Post-Effective Amendment No. 2 is being filed to deregister the Remaining Shares.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, State of Virginia, on the 11th day of October, 2018.

EPLUS INC.
By:	/s/ Mark P. Marron
	Mark P. Marron
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Mark P. Marron and Elaine D. Marion and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 has been signed by the following persons in the capacities and on the dates indicated.

/s/ Mark P. Marron	President and CEO	October 11, 2018
Mark P. Marron	(Principal Executive Officer)
/s/ Elaine D. Marion	Chief Financial Officer	October 11, 2018
Elaine D. Marion	(Principal Financial
	and Accounting Officer)
/s/ Phillip G. Norton	Executive Chairman	October 11, 2018
Phillip G. Norton
/s/ Bruce M. Bowen	Director	October 9, 2018
Bruce M. Bowen
/s/ C. Thomas Faulders	Director	October 9, 2018
C. Thomas Faulders
/s/ Terrence O'Donnell	Director	October 9, 2018
Terrence O'Donnell
/s/ Lawrence S. Herman	Director	October 9, 2018
Lawrence S. Herman
/s/ Ira A. Hunt	Director	October 10, 2018
Ira A. Hunt
/s/ Eric D. Hovde	Director	October 9, 2018
Eric D. Hovde
/s/ John E. Callies	Director	October 9, 2018
John E. Callies
/s/ Maureen F. Morrison	Director	October 9, 2018
Maureen F. Morrison