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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2003
HPSC, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-11618 04-256004
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
60 State Street, Boston, MA 02109
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 720-3600
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ITEM 5. OTHER EVENTS.
On March 31, 2003, HPSC, Inc. (the "Company") completed a $323 million
asset-backed securitization. Copies of the key documents related to that
securitization are attached hereto. A copy of the Company's press release
announcing this securitization, dated March 31, 2003 is also attached as Exhibit
99.1 hereto.
Additionally, on March 31, 2003, the Company entered into a letter
agreement amending the Servicing Agreement dated December 1, 2000, between HPSC,
Inc. and BNY Midwest Trust Company related to the 2000 securitization. A copy of
this agreement is attached as Exhibit 10.9 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
10.1 Note Purchase and Placement Agency Agreement, dated March
27, 2003, for Asset Backed Notes, Series 2003-1 of Class
A-F, among Merrill Lynch, Pierce Fenner & Smith
Incorporated as representative of the Investment Banks as
defined therein, HPSC Gloucester Funding 2003-1 LLC I,
HPSC Gloucester Funding 2003-1 LLC II, and
HPSC, Inc., dated as of March 27, 2003
10.2 Side letter to the Note Purchase and Placement Agency
Agreement, dated March 27, 2003, for Asset Backed Notes,
Series 2003-1 of Class A-F, among Merrill Lynch, Pierce
Fenner & Smith Incorporated as representative of the
Investment Banks as defined therein, HPSC Gloucester Funding
2003-1 LLC I, HPSC Gloucester Funding 2003-1 LLC II, and
HPSC, Inc.
10.3 Receivables Transfer Agreement by and among HPSC Gloucester
Funding 2003-1 LLC I, HPSC Gloucester Funding 2003-1 LLC II,
HPSC, Inc. and HPSC Bravo Funding LLC, dated as of March 31,
2003
10.4 Indenture by and among HPSC Gloucester Funding 2003-1 LLC I,
HPSC Gloucester Funding 2003-1 LLC II, HPSC, Inc. and BNY
Midwest Trust Company, dated as of March 31, 2003
10.5 Servicing Agreement by and among HPSC Gloucester Funding
2003-1 LLC I, HPSC Gloucester Funding 2003-1 LLC II, HPSC,
Inc. and BNY Midwest Trust Company and BNY Asset Solutions
LLC, dated as of March 31, 2003
10.6 Custody Agreement by and among HPSC Gloucester Funding
2003-1 LLC I, HPSC Gloucester Funding 2003-1 LLC II, HPSC,
Inc., BNY Midwest Trust Company and Iron Mountain
Information Management, Inc., dated as of March 31, 2003
10.7 Limited Liability Company Agreement of HPSC Gloucester
Funding 2003-1 LLC I
10.8 Limited Liability Company Agreement of HPSC Gloucester
Funding 2003-1 LLC II
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10.9 Letter Agreement, dated March 31, 2003, related to Servicing
Agreement dated as of December 1, 2000, between HPSC, Inc.
and BNY Midwest Trust Company
99.1 Press Release, dated March 31, 2003
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
HPSC, INC.
Registrant
DATED: April 9, 2003 By: /s/ John W. Everets
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John W. Everets
Chairman and Chief
Executive Officer