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Registration No. 33-60073
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
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
- ------------------------------- -------------------
(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. 1995 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:
Andrea M. Teichman, Esq.
Hill & Barlow, a Professional Corporation
One International Place
Boston, Massachusetts 02110
(617) 428-3540
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement, initially filed with the Securities and
Exchange Commission on June 8, 1995, covered 550,000 shares of common stock
authorized for issuance under the HPSC, Inc. 1995 Stock Incentive Plan (the
"1995 Plan"). The 1995 Plan was terminated effective upon stockholder approval
of the HPSC, Inc. 1998 Stock Incentive Plan (the "1998 Plan"). The Shares
registered on this Registration Statement and 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.
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
II-2
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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
Raymond R. Doherty
/s/ Rene Lefebvre Vice President of Finance,
- -------------------------- Chief Financial Officer and June 12, 1998
Rene Lefebvre Treasurer (principal financial
officer)
/s/ Dennis J. McMahon Director June 12, 1998
- --------------------------
Dennis J. McMahon
/s/ Joseph A. Biernat Director June 12, 1998
- --------------------------
Joseph A. Biernat
Director June __, 1998
- --------------------------
J. Kermit Birchfield
/s/ Dollie A. Cole Director June 12, 1998
- --------------------------
Dollie A. Cole
II-3
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/s/ Samuel P. Cooley Director June 12, 1998
- --------------------------
Samuel P. Cooley
/s/ Thomas M. McDougal Director June 12, 1998
- --------------------------
Thomas M. McDougal
/s/ Lowell P. Weicker
- -------------------------- Director June 12, 1998
Lowell P. Weicker
II-4
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EXHIBIT INDEX
Exhibit Title Method of Filing
- ------- ----- ----------------
23.1 Consent of Deloitte & Touche LLP Filed herewith
23.2 Consent of Coopers and Lybrand L.L.P. Filed herewith
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 33-60073 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 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Post-effective
Amendment No. 1 to Registration Statement No. 33-60073 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.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 9, 1998
