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As filed with the Securities and Exchange Commission on January 9, 2001
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.
(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
(Address of Principal Executive Offices) (Zip Code)
HPSC, INC. 2000 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Rene Lefebvre, Chief Financial Officer
60 State Street
Boston, MA 02109-1803
(Name and Address of Agent for Service)
(617) 720-3600
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Dennis 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 Securities Amount to be Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Registered Offering Price Aggregate Offering Registration Fee
Per Share(1) Price(1)
---------------- ---------- ---------- -------------- ------------------ ----------------
Common Stock
($.01 par value) 937,800(2)(3) 319,500 $7.50 $2,396,250 $599.06
1,000 $8.00 $8,000 $2.00
129,500 $6.10(4) $789,950(4) $197.49
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$798.55
(1) Estimated solely for the purpose of computing the registration fee.
(2) 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.
(3) There are 450,000 shares authorized under the 2000 Stock Incentive Plan.
The "Total Amount to be Registered" also includes 210,500 shares of common
stock that are issued and outstanding under the 1995 Stock Incentive Plan
and 277,300 shares of common stock that are issued and outstanding under
the 1998 Stock Incentive Plan. All of the shares pursuant to the 1995 and
1998 Plans have been previously registered under the Securities Act.
Pursuant to Rule 457, these shares will not be included in the calculation
of the registration fee.
(4) This amount was calculated, pursuant to Rule 457, using the five day
average of the high and low prices of the registrant's Common Stock as
reported in the consolidated reporting system of the American Stock
Exchange National Market System on January 4, 2001.
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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") and filed a Registration Statement on Form S-8 (File No.
333-56927) covering the registration of 550,000 shares authorized for issuance
under the 1998 Plan. Effective upon stockholder approval of the 1998 Plan, the
1995 Plan was terminated. The Registration Statement is currently in effect. On
December 13, 1999, the Company adopted the HPSC, Inc. 2000 Stock Incentive Plan
(the "2000 Plan"). Effective upon stockholder approval of the 2000 Plan, the
1998 Plan was terminated. Shares authorized but not issued pursuant to the 1995
and 1998 Plans prior to the date hereof, and shares issued pursuant to the 1995
and 1998 Plans and reacquired by the Company pursuant to forfeiture, repurchase,
payment or withholding rights under the 1995 and 1998 Plans may be issued
pursuant to the terms of the 2000 Plan. The contents of the prior Registration
Statements 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. for the year ended December 31,
1999, (b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000, (c) the Company's Current
Reports on Form 8-K filed on May 24, 2000 and December 22, 2000 and (d) 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.
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
Securities Exchange Act of 1934 that is incorporated by
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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 of 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
January 5, 2001.
HPSC, INC.
By: /s/ John W. Everets
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 January 5, 2001
John W. Everets of Directors and Chief
Executive Officer (principal
executive officer)
/s/ Raymond R. Doherty President and Director January 5, 2001
Raymond R. Doherty
/s/ Rene Lefebvre Senior Executive Vice President, January 5, 2001
Rene Lefebvre Chief Financial Officer and
Treasurer
/s/ Joseph A. Biernat Director January 5, 2001
Joseph A. Biernat
/s/ J. Kermit Birchfield Director January 5, 2001
J. Kermit Birchfield
/s/ Dollie A. Cole Director January 5, 2001
Dollie A. Cole
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/s/ Samuel P. Cooley Director January 5, 2001
Samuel P. Cooley
/s/ Thomas M. McDougal Director January 5, 2001
Thomas M. McDougal
/s/ Gunnar Overstrom Director January 5, 2001
Gunnar Overstrom
/s/ Lowell P. Weicker Director January 5, 2001
Lowell P. Weicker
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EXHIBIT INDEX
EXHIBIT TITLE METHOD OF FILING
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4.1 Restated Certificate of Incorporation Incorporated by reference to Exhibit 3.1 to HPSC's Annual
of HPSC, Inc. Report on Form 10-K for the fiscal year ended December 31, 1995.
4.3 Certificate of Amendment to Restated Incorporated by reference to Exhibit 3.3 to HPSC's Annual
Certificate of Incorporation of HPSC, Report on Form 10-K for the fiscal year ended December 31, 1995.
Inc. in Delaware on May 22, 1995
4.4 Amended and Restated By-Laws Incorporated by reference to Exhibit 3.4 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 LLP Filed herewith.
24 Power of Attorney (included above).
99 HPSC, Inc. 2000 Stock Incentive Plan Incorporated by reference to HPSC's Quarterly Report on Form
10-Q for the quarter ended March 31, 2000.
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