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): February 14, 2005 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- Item 8.01 Other Events On February 14, 2005, ePlus inc. (the "Company") issued a press release announcing the settlement of its patent-infringement litigation against Ariba, Inc. On February 7, 2005 Ariba, Inc. was found liable by a jury for willfully infringing three U.S. patents held by the Company. On February 12, 2005, the Company settled the patent-infringement suit through a mutual settlement and license agreement ("the Agreement"). The Agreement provides that the Company will receive, by March 31, 2005, a total of $37 million for the license of its patents. A copy of a press release issued on February 14, 2005, announcing the foregoing, is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits (a) Not applicable. (b) Not applicable. (c) Exhibits 99.1 Press Release dated February 14, 2005 issued by ePlus inc. 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: February 17, 2005 Chief Financial Officer