SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 23, 2004 EPLUS INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-28926 54-1817218 -------------- -------------- -------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 13595 Dulles Technology Drive, Herndon, Virginia 20171-3413 ----------------------------------------------------- (Address, including zip code, of principal executive office) (703) 984-8400 -------------- (Registrant's telephone number, including area code) 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -1- Explanatory Note This Form 8-K/A amends the Current Report on Form 8-K filed on December 27, 2004, to correctly state that the amount of rent in the first paragraph is paid annually and not monthly. Item 1.01 Entry Into a Material Definitive Agreement On December 23, 2004, ePlus inc. ("the Company") entered into an office lease agreement with Norton Building 1, LLC ("the Landlord") pursuant to which the Company will lease 50,322 square feet for use as its principal headquarters. The property is located at 13595 Dulles Technology Drive, Herndon, Virginia. The term of the lease is for five years with one five-year renewal option. The annual rent is $19.50 per square foot for the first year, with a rent escalation of three percent per year for each year thereafter. Phillip G. Norton is the Trustee of Norton Building 1, LLC and is Chairman of the Board, President, and Chief Executive Officer of the Company. The foregoing description of the lease is qualified in entirety by reference to the lease, a copy of which is included with the Current Report on Form 8-K as Exhibit 10.1, and incorporated by reference. Item 9.01 Financial Statements and Exhibits (a) Not applicable. (b) Not applicable. (c) The following exhibit is included with this Report: Exhibit 10.1 Deed of Lease by and between ePlus inc. and Norton Building 1, LLC dated as of December 23, 2004. -2- 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. Date: December 29, 2004 By: /s/ STEVEN J. MENCARINI ---------------------------- Steven J. Mencarini Chief Financial Officer -3-