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Registration No. 333-______
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)
HPSC, INC. 1998 STOCK INCENTIVE PLAN
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(Full Title of the Plan)
Rene Lefebvre, Chief Financial Officer
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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Andrea M. Teichman, Esq.
Hill & Barlow, a Professional Corporation
One International Place
Boston, Massachusetts 02110
(617) 428-3540
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<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of Amount to be Proposed Proposed Amount of
Securities to Registered Maximum Maximum Registration
Registered Offering Price Aggregate Fee
Per Share* Offering Price*
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<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 550,000** $7.4375 $4,090,625 $1,206.73
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</TABLE>
* Estimated solely for the purpose of computing the registration fee. This
amount was calculated pursuant to Rule 457 upon the basis of the average of
the high and low prices of the registrant's Common Stock as reported in the
consolidated reporting system of the Nasdaq National Market System on
June , 1998.
** Does not include shares previously registered on Registration Statement No.
33-60073 which may become available for issuance under the terms of the
HPSC, Inc. 1998 Stock Incentive Plan.
If, as a result of stock splits, stock dividends or similar transactions,
the number of securities purported to be registered on this registration
statement changes, the provisions of Rule 416 shall apply to this
registration statement and this registration statement shall be deemed to
cover the additional securities resulting from the split of, or the
dividend on, the securities covered by this registration statement.
INCORPORATION OF CONTENTS OF PRIOR REGISTRANT STATEMENT BY
REFERENCE
A Registration Statement on Form S-8 (File No. 33-60073) was filed with the
Securities Exchange Commission on June 8, 1995 covering the registration of
550,000 shares authorized for issuance under the HPSC, Inc. 1995 Stock Incentive
Plan (the "1995 Plan"). The Registration Statement is currently in effect. On
February 23, 1998 the Company adopted the HPSC, Inc. 1998 Stock Incentive Plan
(the "1998 Plan"). Effective upon stockholder approval of the 1998 Plan, the
1995 Plan was terminated. Shares authorized but not issued pursuant to the 1995
Plan prior to the date hereof, and shares issued pursuant to the 1995 Plan and
reacquired by the Company pursuant to forfeiture, repurchase, payment or
withholding rights under the 1995 Plan may be issued pursuant to the terms of
the 1998 Plan. The contents of the prior Registration Statement are hereby
incorporated by reference.
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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, 1997, (b) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998 and (c) 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 8-A, filed on February 21, 1984,
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.
Not applicable.
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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.
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;
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(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
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 June 15,
1998.
HPSC, INC.
By: /s/ John W. Everets
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John W. Everets
Chairman of the Board and
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
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/s/ John W. Everets Chairman of the Board June 12, 1998
- --------------------------- of Directors and Chief
John W. Everets Executive Officer (principal
executive officer)
/s/ Raymond R. Doherty President and Director June 12, 1998
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Raymond R. Doherty
/s/ Rene Lefebvre Vice President of Finance, June 12, 1998
- --------------------------- Chief Financial Officer and
Rene Lefebvre Treasurer (principal financial
officer)
/s/ Dennis J. McMahon Vice President of June 12, 1998
- --------------------------- Administration (principal
Dennis J. McMahon accounting officer)
/s/ Joseph A. Biernat Director June 12, 1998
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Joseph A. Biernat
Director June __, 1998
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J. Kermit Birchfield
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/s/ Dollie A. Cole Director June 12, 1998
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Dollie A. Cole
/s/ Samuel P. Cooley Director June 12, 1998
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Samuel P. Cooley
/s/ Thomas M. McDougal Director June 12, 1998
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Thomas M. McDougal
/s/ Lowell P. Weicker Director June 12, 1998
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Lowell P. Weicker
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT TITLE METHOD OF FILING
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<S> <C> <C>
4.1 Restated Certificate of Incorporated by reference to Exhibit 3.1
Incorporation of HPSC, Inc. to HPSC's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995.
4.2 Certificate of Amendment to Incorporated by reference to Exhibit 3.2
Restated Certificate of to HPSC's Annual Report on Form 10-K for
Incorporation of HPSC, Inc. in the fiscal year ended December 31, 1995.
Delaware on September 14,
1987
4.3 Certificate of Amendment to Incorporated by reference to Exhibit 3.3
Restated Certificate of to HPSC's Annual Report on Form 10-K for
Incorporation of HPSC, Inc. in the fiscal year ended December 31, 1995.
Delaware on May 22, 1995
4.4 Amended and Restated Incorporated by reference to Exhibit 3.4
By-Laws to HPSC's Amendment No. 1 to
Registration Statement on Form S-1 filed
March 10, 1997.
5 Opinion of Hill & Barlow, a Filed herewith.
Professional Corporation
23.1 Consent of Hill & Barlow, a
Professional Corporation
(included in Exhibit 5)
23.2 Consent of Deloitte & Touche Filed herewith.
LLP
23.3 Consent of Coopers & Lybrand Filed herewith.
L.L.P.
24 Power of Attorney (included
above).
99 HPSC, Inc. 1998 Stock Incorporated by reference to HPSC's
Incentive Plan Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.
</TABLE>
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Exhibit 5
ANDREA M. TEICHMAN
DIRECT LINE: 617-428-3540
[email protected]
June 12, 1998
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
550,000 shares of the Company's Common Stock, $.01 par value per share, (such
shares, the "Common Shares") to eligible employees, consultants and non-employee
directors of the Company pursuant to the HPSC, Inc. 1998 Stock Incentive Plan
(the "1998 Plan") which was adopted by the Board of Directors of the Company on
February 23, 1998 and ratified by the stockholders of the Company on April 23,
1998. 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 1998 Plan, 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 1998 Plan has been duly adopted by the Company.
3. The Common Stock, upon issuance and delivery against payment as provided
in the 1998 Plan, 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.
Very truly yours,
HILL & BARLOW,
A PROFESSIONAL CORPORATION
By: /s/ Andrea M. Teichman
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Andrea M. Teichman,
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 March 6, 1998, incorporated by
reference in the Annual Report on Form 10-K of HPSC, Inc. for the year ended
December 31, 1997.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
June 9, 1998
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of HPSC, Inc. on the Form S-8 of our report dated March 25, 1996, on our audits
of the consolidated financial statements of HPSC, Inc. for the year ended
December 31, 1995, which report is included in the Annual Report on Form 10-K
of HPSC, Inc. for the year ended December 31, 1997. We also consent to the
reference to our firm under the heading "Item 5. Interests of Named Experts and
Counsel."
Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 9, 1998
