-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Owj632hp5Ne2/9jTbQ3kN0+e7nkcEDkYQVBEk8EeU8gkGTMJVBQbNicYwLTnhgLS Aqtynw8PzpUAgDpiavSHfg== 0000950135-99-002923.txt : 19990623 0000950135-99-002923.hdr.sgml : 19990623 ACCESSION NUMBER: 0000950135-99-002923 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990426 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HPSC INC CENTRAL INDEX KEY: 0000718909 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 042560004 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-11618 FILM NUMBER: 99632936 BUSINESS ADDRESS: STREET 1: 60 STATE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6167203600 MAIL ADDRESS: STREET 1: 60 STATE ST CITY: BOSTON STATE: MA ZIP: 02109 8-K 1 HPSC, INC. 1 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): April 26, 1999 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 ---------------- 2 ITEM 5. OTHER EVENTS. On April 26, 1999, HPSC, Inc. (the "Company") amended its Rights Agreement, dated August 3, 1993 (the "Rights Plan"), to eliminate those provisions that require that certain actions may only be taken by "Continuing Directors" and to make certain other changes. This Amendment to the Rights Plan was made in response to the Delaware Court of Chancery's recent decision in Carmody v. Toll Brothers, Inc. In the view of the Company's Board of Directors, based on advice of counsel, the Toll Brothers decision has cast doubt on the legality under Delaware law of "Continuing Directors" provisions, also referred to as "dead-hand" provisions, in many existing shareholders rights plans. Although the opinion related to the denial of a motion to dismiss an action challenging the "Continuing Directors" provision and not an opinion addressing the actual validity of the provision under Delaware law, the Delaware court stated that a "Continuing Directors" provision was open to challenge under Delaware law on both statutory and fiduciary grounds. A "Continuing Directors" provision provides that outstanding rights can only be redeemed by "Continuing Directors," which is generally defined to mean directors who were members of the board at the time the Rights Agreement was adopted and any other person who subsequently becomes a member of the board if such person's nomination for election to the board was recommended or approved by a majority of the continuing directors. While the Company's Rights Plan differs in significant respects from the plan considered in the Toll Brothers case, particularly as regards to the "Continuing Directors" provisions thereof, the Board of Directors believes the disputed validity of these provision under the Toll Brothers opinion warrants action to amend the Rights Plan. In addition, the Rights Plan was amended to (i) eliminate outdated references to Healthco International, Inc., a former stockholder of the Company, and (ii) exclude John W. Everets and his Affiliates and Associates from the definition of "Acquiring Person" so that his holdings of the Company's common stock do not trigger the dilutive provisions of the Rights Plan. The First Amendment to the Rights Agreement is attached hereto as Exhibit 4.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. EXHIBIT NUMBER 4.1 First Amendment dated as of April 26, 1999 to Rights Agreement dated as of August 3, 1993 between HPSC, Inc. and First National Bank of Boston, as Rights agent. 3 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 26, 1999 By: /s/ John W. Everets ------------------- John W. Everets Chairman and Chief Executive Officer EX-4.1 2 FIRST AMENDMENT TO RIGHTS AGREEMENT 1 EXHIBIT 4.1 FIRST AMENDMENT TO RIGHTS AGREEMENT Pursuant to Section 27 of the Rights Agreement (the "Agreement") dated as of August 3, 1993 between HPSC, Inc., a Delaware corporation ("Company") and BankBoston, N.A., the successor to First National Bank of Boston (the "Rights Agent"), the Company and the Rights Agent hereby amend the Agreement as of April 26, 1999, as follows: 1. Section 1 of the Agreement is amended as follows: (a) The definition of "Continuing Directors" in subparagraph 1(i) is deleted and the following phrase is substituted therefor: "Intentionally Omitted." (b) The definition of "Grandfathered Stockholder" in subparagraph 1(m) is deleted and the following definition is substituted therefor: "Grandfathered Stockholder shall mean John W. Everets (including his Affiliates and Associates)." (c) The phrase "who are Continuing Directors and" is deleted from subparagraph 1(n). 2. The phrase "who are Continuing Directors and" is deleted from paragraph 10 of the Agreement. 3. Section 11 is amended as follows: (a) The word "Continuing" following the phrase "a majority of" and before the word "Directors" is deleted from subparagraph 11(a)(ii)(B). (b) The parenthetical phrase "or, in the case of a Person which is a Grandfathered Stockholder, prior to the time that such person acquires additional shares of Common Stock representing 1/2% or more of the outstanding Common Stock" is deleted from subparagraph 11(a)(ii)(B). 4. Section 23(a) is amended by replacing the semicolon after the parenthetical phrase ending with the words "Redemption Price" with a period and deleting the remainder of the subparagraph. 5. Section 23(c) is amended by deleting the phrase "if there are Continuing Directors then in office, such Board of Directors" and substituting the following phrase therefor: "the Board of Directors", and by deleting the phrase ", by action of a majority of its Continuing Directors,". 2 6. The following phrase is deleted from subclause (iv) of Section 27 of the Agreement: "(1) approved by a majority of the Continued Directors and (2)." The undersigned officer of the Company, being an appropriate officer of the Company and authorized to do so by the resolution of the board of directors of the Company dated as of April 26, 1999, hereby certifies to the Rights Agent that these amendments are in compliance with the terms of Section 27 of the Agreement. HPSC, Inc. By: /s/ John W. Everets ---------------------- John W. Everets Chairman of the Board and Chief Executive Officer Acknowledged and Agreed: BankBoston, N.A. By: /s/ Katherine Anderson ---------------------- Name: Katherine Anderson Title: Administrative Manager -----END PRIVACY-ENHANCED MESSAGE-----