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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HPSC, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-2560004
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
60 State Street
Boston, MA 02109-1803
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(Address of Principal Executive Offices) (Zip Code)
STOCK OPTION GRANT TO LOWELL P. WEICKER
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(Full Title of the Plan)
Rene Lefebvre, Treasurer
60 State Street
Boston, MA 02109-1803
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(Name and Address of Agent for Service)
(617) 720-3600
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(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
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Dennis M. Townley, Esq.
Hill & Barlow, a Professional Corporation
One International Place
Boston, Massachusetts 02110
(617) 428-3540
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CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities to Registered Maximum Maximum Registration
be Registered Offering Price Aggregate Fee
Per Share Offering Price
Common
Stock 4,000 $4.75 $19,000 $5.76
($.01 par
value)
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference herein: (a) the
Annual Report on Form 10-K of HPSC, Inc. (the "Company") for the year ended
December 31, 1996; and (b) the description of the Company's capital stock
contained in its Registration Statement under Section 12(g) of the Securities
Exchange Act of 1934 on Form S-1, filed on April 27, 1983, including any
amendment or report filed for the purpose of updating such description. All
reports and other documents filed by the Company after the date hereof
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold, or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such report or document.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters relating to the shares of Common Stock, $.01 par
value, of the Company to be issued pursuant to the Stock Option Grant to
Lowell P. Weicker have been passed upon for the Company by Hill & Barlow, a
Professional Corporation, One International Place, Boston, Massachusetts
02110. Dennis W. Townley, a member of that firm, is the Secretary of the
Company.
The consolidated financial statements of HPSC, Inc. (the "Company") as of
and for the year ended December 31, 1996 incorporated in this Registration
Statement by reference from the Company's Annual Report on Form 10-K for the
year ended December 31, 1996 have been audited by Deloitte & Touche LLP
("Deloitte & Touche"), independent auditors, as stated in their report, which
is incorporated herein by reference, and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
The consolidated financial statements as of December 31, 1995 and for the
fiscal years ended December 31, 1995 and December 31, 1994 incorporated in
this Registration Statement by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1996, have been so incorporated by
reference in reliance on the report of Coopers & Lybrand L.L.P. ("Coopers &
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Lybrand"), independent accountant, given on the authority of said firm as
experts in auditing and accounting.
Coopers & Lybrand resigned as independent accountants for the Company on
June 12, 1996. None of the reports of Coopers & Lybrand on the financial
statements of the Company for either of the past two fiscal years contained
an adverse opinion or a disclaimer of opinion, or was qualified or modified
as to uncertainty, audit scope or accounting principles. During the
Company's two most recent fiscal years and the subsequent interim period
preceding the resignation of Coopers & Lybrand, there were no disagreements
with Coopers & Lybrand on any matter of accounting principals or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Coopers & Lybrand,
would have caused it to make reference to the subject matter of the
disagreement in connection with its report. None of the reportable events
listed in Item 304(a)(l)(v) of Regulation S-K occurred with respect to the
Company during the Company's two most recent fiscal years and the subsequent
interim period preceding the resignation of Coopers & Lybrand.
On June 19, 1996, the Company engaged Deloitte & Touche as its
independent accountants.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification of officers and directors subject to certain
limitations. The general effect of such law is to empower a corporation to
indemnify any of its officers and directors against certain expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person to be indemnified in
connection with certain actions, suits or proceedings (threatened, pending or
completed) if the person to be indemnified acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests
of the corporation and, with respect to any criminal actions or proceedings,
if he had no reasonable cause to believe his conduct was unlawful. The
Company's By-laws provide that it shall indemnify its officers, directors,
employees and agents to the extent permitted by law.
The Company maintains insurance under which the insurers will reimburse
the Company for amounts which it has paid to its directors, officers and
certain other employees by way of indemnification for claims against such
persons in their official capacities. The insurance also covers such persons
as to amounts paid by them as a result of claims against them in their
official capacities which are not reimbursed by the Company. The insurance
is subject to certain limitations and exclusions.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be a bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
registration amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the
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Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that its meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, Commonwealth of
Massachusetts on May 13, 1997.
HPSC, INC.
By: /s/ John W. Everets
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John W. Everets
Chairman of the Board,
Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints John
W. Everets and Rene Lefebvre and each of them singly as his lawful attorneys
with full power to them and each of them singly to sign for him in his name
in the capacity indicated below this registration statement on Form S-8 (and
any and all amendments thereto), hereby ratifying and confirming his
signature as it may be signed by his said attorneys to this registration
statement (and any and all amendments hereto).
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ John W. Everets
- ------------------------ Chairman of the Board May 13, 1997
John W. Everets of Directors and Chief
Executive Officer (principal
executive officer)
/s/ Raymond R. Doherty
- ------------------------ President and May 13, 1997
Raymond R. Doherty Director
/s/ Rene Lefebvre
- ------------------------ Vice President of Finance, May 13, 1997
Rene Lefebvre Chief Financial Officer and
Treasurer (principal financial officer)
/s/ Dennis J. McMahon
- ------------------------ Vice President of May 13, 1997
Dennis J. McMahon Administration (principal
accounting officer)
/s/ Joseph A. Biernat
- ------------------------ Director May 13, 1997
Joseph A. Biernat
/s/ J. Kermit Birchfield
- ------------------------ Director May 13, 1997
J. Kermit Birchfield
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/s/ Dollie A. Cole
- ------------------------ Director May 13, 1997
Dollie A. Cole
/s/ Samuel P. Cooley
- ------------------------ Director May 13, 1997
Samuel P. Cooley
/s/ Thomas M. McDougal
- ------------------------ Director May 13, 1997
Thomas M. McDougal
/s/ Lowell P. Weicker, Jr.
- ------------------------ Director May 19, 1997
Lowell P. Weicker, Jr.
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EXHIBIT INDEX
Inapplicable items have been omitted.
Exhibit Title Method of Filing
4.1 Restated Certificate Incorporated by reference to Exhibit
of Incorporation of HPSC, 3.1 to HPSC's Annual Report on Form
Inc. 10-K for the fiscal year ended
December 31, 1995.
4.2 Certificate of Incorporated by reference to Exhibit
Amendment to Restated 3.2 to HPSC's Annual Report on Form
Certificate of 10-K for the fiscal year ended
Incorporation of December 31, 1995.
HPSC, Inc. in
Delaware on
September 14, 1987
4.3 Certificate of Incorporated by reference to Exhibit
Amendment to Restated 3.3 to HPSC's Annual Report on Form
Certificate of 10-K for the fiscal year ended
Incorporation of December 31, 1995.
HPSC, Inc. in
Delaware on May 22,
1995
4.4 Amended and Restated Incorporated by reference to Exhibit
By-Laws 3.4 to HPSC's Amendment No. 1 to
Registration Statement on Form S-1
filed March 10, 1997.
5 Opinion of Hill & Filed herewith.
Barlow, a
Professional
Corporation
23.1 Consent of Hill &
Barlow, a
Professional
Corporation (included
in Exhibit 5)
23.2 Consent of Deloitte & Filed herewith.
Touche LLP
23.3 Consent of Coopers & Filed herewith.
Lybrand L.L.P.
24 Power of Attorney
(included above).
99 Stock Option Grant to Incorporated by reference to Exhibit
Lowell P. Weicker. 10.28 to HPSC's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1995.
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Exhibit 5
HILL & BARLOW
A Professional Corporation
May 16, 1997
HPSC, Inc.
60 State Street
Boston, MA 02109-1803
Gentlemen:
We have acted as counsel for HPSC, Inc., a Delaware corporation (the
"Company") with respect to a proposed offering (the "Offering") of a maximum
of 4,000 shares of the Company's Common Stock, $.01 par value per share,
(such 4,000 shares, the "Common Shares") to Lowell P. Weicker pursuant to the
Stock Option Grant to Lowell P. Weicker (the "Option Grant") which was
approved by the Board of Directors of the Company on December 7, 1995. We
have assisted you in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") with respect to the Offering.
We have made such examination of law and have examined originals or
copies, certified or otherwise identified to our satisfaction, of such
corporate records and such other documents, including the Option Grant, as we
have considered relevant and necessary for the opinions hereinafter set forth.
Based on the foregoing, we express the following opinions:
1. The Common Shares have been duly authorized by all necessary
corporate action of the Company.
2. The Option Grant has been duly approved by the Board of Directors of
Company.
3. The Common Shares, upon issuance and delivery against payment as
provided in the Option Grant, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under "Item 5.
Interests of Named Experts and Counsel." in the Registration Statement.
Very truly yours,
HILL & BARLOW,
A PROFESSIONAL CORPORATION
By: /s/Dennis W. Townley
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Dennis W. Townley, a
member of the firm
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Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of HPSC, Inc. on Form S-8 of our report dated February 28, 1997
(March 26, 1997 as to Note K), appearing in the Annual Report on Form 10-K of
HPSC, Inc. for the year ended December 31, 1996 and to the reference under
the heading in Part II, "Item 5. Interests of Named Experts and Counsel" in
such Registration Statement.
DELOITTE & TOUCHE LLP
/s/Deloitte & Touche LLP
BOSTON, MASSACHUSETTS
May 16, 1997
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of HPSC, Inc. on Form S-8 of our report dated March 25, 1996,
on our audits of the consolidated financial statements of HPSC, Inc. as
of December 31, 1995 and for the years ended December 31, 1995 and 1994,
which report is included in the Annual Report on Form 10-K of HPSC, Inc.
for the year ended December 31, 1996. We also consent to the reference
to our firm under the heading "Item 5. Interests of Named Experts and
Counsel."
/s/ Coopers & Lybrand L.L.P.
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Coopers & Lybrand L.L.P.
Boston, Massachusetts
May 16, 1997
