8-K

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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):  December 21, 2000

                                   HPSC, INC.
                                   ----------

             (Exact name of registrant as specified in its charter)

DELAWARE                           0-11618              04-256004
- ---------------------------        ---------            -----------------
(State or other jurisdiction       (Commission          (IRS Employer
of incorporation)                  File Number)         Identification No.)

60 STATE STREET, BOSTON, MA                                  02109
- ---------------------------
(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 December 21, 2000, the Board of Directors of HPSC, Inc. (the "Company")
announced that the Company completed a $527 million equipment receivables backed
securitization.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  EXHIBITS.

          EXHIBIT NUMBER

               99.1 Press Release



                                   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:   December 21, 2000          By:        /s/ John W. Everets
                                               -------------------
                                                   John W. Everets
                                                   Chairman and Chief
                                                   Executive Officer

EX-99.1

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                                                                    EXHIBIT 99.1

NEWS RELEASE

Financial news contact:    John Everets                        December 21, 2000
                           Chairman and CEO                    Boston, MA
                           (617) 720-3600

            HPSC CLOSES $527 MILLION ASSET BACKED TERM SECURITIZATION

BOSTON, MA (December 21, 2000) - HPSC, Inc. (AMX: HDR), a leading non-bank
provider of financing for healthcare practitioners, announced the completion of
a $527 million equipment receivables backed securitization. The securitized
assets, which consist of equipment leases and loan contracts with licensed
medical and other professionals and commercial revolving loans, were originated
by the company and its commercial lending subsidiary, American Commercial
Finance Corporation, and were previously included in the Company's commercial
paper conduits.

The offering was made in seven classes of Equipment Contract Backed Notes and
one class of Equipment Contract Backed Variable Funding Notes.

The Notes have not been and will not be registered under the Securities Act of
1933 and may not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements under the Act.

John W. Everets, Chairman and Chief Executive Officer, commented, "Although the
interest rate swap breakage costs incurred in connection with completing this
transaction will cause the Company to report a loss for the fourth quarter of
its fiscal year 2000, we expect to be profitable for the fiscal year. Moreover,
the overall effect of this transaction is very positive for the Company since
the interest rate and other terms of this transaction are very favorable. We
expect this transaction will provide a powerful cost effective vehicle to fund
our portfolio."

HPSC, Inc. is a leading non-bank financial service company which provides
leasing and other financing opportunities to medical and dental professions in
all fifty states. The Company's subsidiary, American Commercial Finance
Corporation (ACFC), provides asset-based lines of credit to manufacturing and
distribution companies throughout the eastern United States.

This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act. When used in this press release, the words
"believes," "anticipates," "expects," "plans," "intends," "estimates,"
"continue," "may," or "will" (or the negative of such words) and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to a number of risks and uncertainties, including but not limited to
the following: the Company's dependence on maintaining and increasing funding
sources; restrictive covenants in funding documents; payment restrictions and
default risks in asset securitization transactions to

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which the Company is a party; customer credit risks; competition for customers
and for capital funding at favorable rates relative to the capital costs of the
Company's competitors; changes in healthcare payment policies; interest rate
risk; the risk that the Company may not be able to realize the residual value on
financed equipment at the end of its lease term; risks associated with the sale
of certain receivable pools by the Company; dependence on sales representatives
and the current management team; and fluctuations in quarterly operating
results. The Company's filings with the Securities and Exchange Commission,
including its Annual Report on Form 10-K for the year ended December 31, 1999
contain additional information concerning such risk factors. Actual results in
the future could differ materially from those described in the forward-looking
statements as a result of the risk factors including those set forth above, and
the risk factors described in the Annual Report. HPSC cautions the reader,
however, that such list of risk factors may not be exhaustive. HPSC undertakes
no obligation to release publicly the result of any revisions to these
forward-looking statements that may be made to reflect any future events or
circumstances.