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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HPSC, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 04-256004
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
60 State Street, Boston, MA 02109
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(Address of principal executive offices) (Zip Code)
(Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, $.01 par value American Stock Exchange
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Preferred Stock Purchase Rights American Stock Exchange
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
01-11618 (if applicable)
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Registrant's Common Stock, par value $0.01, set forth under
the caption "Description of Capital Stock" beginning on page 26 of the
prospectus included as part of the Registrant's Registration Statement on form
S-1 (File No. 2-83334), as amended, is hereby incorporated herein by reference.
A description of the Company's Preferred Stock Purchase Rights, set forth in the
Registrant's Registration Statement on Form 8-A, filed with the Securities and
Exchange commission on August 9, 1993, as amended.
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ITEM 2. EXHIBITS.
3.1 The Registrant's Amended and Restated Certificate of Incorporation
(Incorporated by reference to Exhibit 3.1 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1995).
3.2 Certificate of Amendment to Restated Certificate of Incorporation
filed in Delaware on September 14, 1987 (incorporated by reference
to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1995).
3.3 Certificate of Amendment to Restated Certificate of Incorporation
filed in Delaware on May 22, 1995 (incorporated by reference to
Exhibit 3.3 to HPSC's Annual Report on Form 10-K) for the year
ended December 31, 1995).
3.4 The Registrant's Amended and Restated By-laws (Incorporated by
reference to Exhibit 3.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999).
4.1 The Registrant's Registration Statement as Form S-1 (File No.
2-83334) as amended, as filed with the Commission on April 27,
1983.
4.2 Amended and Restated Rights Agreement dated September 16, 1999,
between the Registrant and BankBoston, N.A. (Incorporated by
reference to Exhibit 4.1 to the Registrant's Current Report on Form
8-K filed with the Commission on November, 5, 1999).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
(Registrant)
Dated: 01/21/2000
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By: /s/ John W. Everets
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John W. Everets
Chairman of the Board and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Exhibit
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3.1 The Registrant's Amended and Restated Certificate of
Incorporation (Incorporated by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995).
3.2 Certificate of Amendment to Restated Certificate of
Incorporation filed in Delaware on September 14, 1987
(incorporated by reference to Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1995).
3.3 Certificate of Amendment to Restated Certificate of
Incorporation filed in Delaware on May 22, 1995 (incorporated
by reference to Exhibit 3.3 to HPSC's Annual Report on Form
10-K) for the year ended December 31, 1995).
3.4 The Registrant's Amended and Restated By-laws (Incorporated by
reference to Exhibit 3.1 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1999).
4.1 The Registrant's Registration Statement as Form S-1 (File No.
2-83334) as amended, as filed with the Commission on April 27,
1983 (Incorporated by reference).
4.2 Amended and Restated Rights Agreement dated September 16,
1999, between the Registrant and BankBoston, N.A.
(Incorporated by reference to Exhibit 4.1 to the Registrant's
Current Report on Form 8-K filed with the Commission on
November, 5, 1999).
