<PAGE> 1
As filed with the Securities and Exchange Commission on September 6, 1996
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HADCO CORPORATION
(Exact name of issuer as specified in its charter)
Massachusetts 04-2393279
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
12A Manor Parkway, Salem, New Hampshire 03079
(Address of Principal Executive Offices) (Zip Code)
--------------------
HADCO CORPORATION
NON-QUALIFIED STOCK OPTION PLAN
OF NOVEMBER 29, 1995
(Full title of the plan)
--------------------
Stephen A. Hurwitz, Esq.
TESTA, HURWITZ & THIBEAULT, LLP
High Street Tower
125 High Street
Boston, Massachusetts 02110
(Name and address of agent for service of process)
617-248-7000
(Telephone number, including area code, of agent for service)
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<PAGE> 2
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
=====================================================================================================
Proposed
Proposed Maximum Maximum Amount of
Title of Securities Amount to Offering Aggregate Registration
to be Registered be Registered Price Per Share Offering Price Fee
---------------- ------------- --------------- -------------- ---------
<S> <C> <C> <C> <C>
Common Stock 2,500 shares $30.81(1) $ 77,025.00(1) $ 26.56
(Par Value $.05)
997,500 shares $26.375(2) $26,309,062.50(2) $9,072.09
=====================================================================================================
<FN>
(1) Such shares are issuable upon exercise of outstanding options with fixed exercise prices.
Pursuant to Rule 457(h), the aggregate offering price and the fee have been computed upon
the basis of the price at which the options may be exercised.
(2) The price of $26.375 per share, which is the average of the high and low prices reported on
the Nasdaq National Market on September 3, 1996, is set forth solely for purposes of
calculating the filing fee pursuant to Rule 457(c) and is used only for those shares without
a fixed exercise price.
=====================================================================================================
</TABLE>
<PAGE> 3
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
----------------
The documents containing the information specified in this Item 1 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
Item 2. Registration Information and Employee Plan Annual Information.
-------------------------------------------------------------
The documents containing the information specified in this Item 2 will
be sent or given to employees as specified by Rule 428(b). In accordance with
the rules and regulations of the Commission and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this registration
statement:
(a) Registrant's Annual Report on Form 10-K, File No. 0-12102, for
the year ended October 28, 1995;
(b) Registrant's Quarterly Reports on Form 10-Q, File No. 0-12102 for
the quarters ended January 27, 1996, April 27, 1996 and July 27,
1996;
(c) All other reports filed by registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since the end of the fiscal year covered by the annual
report referred to in (a) above; and
(d) The section entitled "Description of Registrant's Securities to
be Registered" contained in the Registrant's registration
statement on Form 8-A, File No. 0-12102, filed on May 4, 1984
pursuant to Section 12(g) of the Exchange Act, and incorporating
by reference the information contained in the Registrant's
registration statement on Form S-1, File No. 2-86810, and as
amended by the Registrant's Restated Articles of Organization,
filed as Exhibit 3 to the
<PAGE> 4
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Registrant's Quarterly Report on Form 10-Q, File No. 0-12102, for
the quarter ended April 29, 1989.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part thereof from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interest of Named Experts and Counsel.
-------------------------------------
The validity of the Common Stock offered hereby has been passed upon by
Testa, Hurwitz & Thibeault, High Street Tower, 125 High Street, Boston,
Massachusetts 02110, special counsel to the Registrant.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Reference is made to Article V, Section 2 of the By-Laws of the
Registrant and to Section 67 of the Massachusetts Business Corporation Law.
Article V, Section 2 of the Registrant's By-Laws provides:
2. INDEMNIFICATION. Each Director, officer, employee and other
agent of the corporation, and any person who, at the request of the
corporation, serves as a director, officer, employee or other agent of
another organization in which the corporation directly or indirectly
owns shares or of which it is a creditor shall be indemnified by the
corporation against any cost, expense (including attorney's fees),
judgment, liability and/or amount paid in settlement reasonably incurred
by or imposed upon him in connection with any action, suit or proceeding
(including any proceeding before any administrative or legislative body
or agency), to which he may be made a party or otherwise involved or
with which he shall be threatened, by reason of his being, or related to
his status as, a director, officer, employee or other agent of the
corporation or of any other organization in which the corporation
directly or indirectly owns shares or of which the corporation is a
creditor, which other organization he serves or has served as director,
officer, employee or other agent at the request of the corporation
(whether or not he continues to be an officer, Director, employee or
other agent of the corporation or such other organization at the time
such action, suit or proceeding is brought or threatened), unless such
indemnification is prohibited by the Business Corporation Law of the
Commonwealth of Massachusetts. The foregoing right of indemnification
shall be in addition to any rights to which any such person may
otherwise be entitled and shall inure to the benefit of the executors or
<PAGE> 5
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administrators of each such person. The corporation may pay the expenses
incurred by any such person in defending a civil or criminal action,
suit or proceeding in advance of the final disposition of such action,
suit or proceeding, upon receipt of an undertaking by such person to
repay such payment if it is determined that such person is not entitled
to indemnification hereunder. This section shall be subject to amendment
or repeal only by action of the stockholders.
Section 67 of the Massachusetts Corporation Law provides:
Indemnification of directors, officers, employees and other
agents of a corporation, and persons who serve at its request as
directors, officers, employees or other agents of another organization,
or who serve at its request in any capacity with respect to any employee
benefit plan, may be provided by it to whatever extent shall be
specified in or authorized by (i) the articles of organization or (ii) a
by-law adopted by the stockholders or (iii) a vote adopted by the
holders of a majority of the shares of stock entitled to vote on the
election of directors. Except as the articles of organization or by-laws
otherwise require, indemnification of any persons referred to in the
preceding sentence who are not directors of the corporation may be
provided by it to the extent authorized by the directors. Such
indemnification may include payment by the corporation of expenses
incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding, upon
receipt of an undertaking by the person indemnified to repay such
payment if he shall be adjudicated to be not entitled to indemnification
under this section which undertaking may be accepted without reference
to the financial ability of such person to make repayment. Any such
indemnification may be provided although the person to be indemnified is
no longer an officer, director, employee or agent of the corporation or
of such other organization or no longer serves with respect to any such
employee benefit plan.
No indemnification shall be provided for any person with respect
to any matter as to which he shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that
his action was in the best interest of the corporation or to the extent
that such matter relates to service with respect to any employee benefit
plan, in the best interests of the participants or beneficiaries of such
employee benefit plan.
The absence of any express provision for indemnification shall
not limit any right of indemnification existing independently of this
section.
A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
other agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or other agent of
another organization or with respect to any employee benefit plan,
against any liability incurred by him in any such capacity,
<PAGE> 6
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or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability.
The Registrant's Restated Articles of Organization, as amended,
provide:
The Corporation eliminates the personal liability of each
director to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director notwithstanding any statutory
provision or other law imposing such liability; provided, that nothing
in this paragraph shall eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of law, (iii)
under Section sixty-one or sixty-two of Chapter 156B of the
Massachusetts General Laws, or (iv) for any transaction from which the
director derived an improper personal benefit.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Restated Articles of Organization of the
Registrant (filed as Exhibit 3 to the Registrant's
Quarterly Report on Form 10-Q, File No. 0-12102,
for the quarter ended April 29, 1989 and
incorporated herein by reference).
4.2 By-laws, as amended (filed as Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K, File No.
0-12102, for the year ended October 31, 1987 and
incorporated herein by reference).
4.3 Hadco Corporation Non-Qualified Stock Option Plan
of November 29, 1995.
4.4 Form of Stock Option Agreement under the Hadco
Corporation Non-Qualified Stock Option Plan of
November 29, 1995.
5 Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1 Consent of Testa, Hurwitz & Thibeault, LLP
(contained in its opinion as Exhibit 5).
23.2 Consent of Independent Public Accountants.
<PAGE> 7
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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 (a)(1)(i) and (a)(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 with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
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 the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by 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.
<PAGE> 8
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(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 provisions described in Item 6, 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 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.
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it 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 Salem and the State of New Hampshire, on this 5th day
of September, 1996.
HADCO CORPORATION
By: /s/ Andrew E. Lietz
------------------------------------
Andrew E. Lietz
Chief Executive Officer, President
and Director
EACH PERSON WHOSE SIGNATURE appears below this registration statement
hereby constitutes and appoints Horace H. Irvine II and Andrew E. Lietz and each
of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead in any and all capacities (until
revoked in writing) to sign all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 of Hadco Corporation, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission or any state securities commission
or other governmental entity pertaining to such registration and sale, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
fully to all intents and purposes as he might or could do in person thereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute, may lawfully do or cause to be done by virtue
hereof.
<PAGE> 10
<TABLE>
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.
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ Horace H. Irvine II Chairman of the Board and Director September 5, 1996
- --------------------------
Horace H. Irvine II
/s/ Andrew E. Lietz President, Chief Executive Officer and September 5, 1996
- -------------------------- Director (Principal Executive Officer)
Andrew E. Lietz
/s/ Timothy P. Losik Chief Financial Officer, Vice President September 5, 1996
- -------------------------- and Treasurer (Principal Financial and
Timothy P. Losik Principal Accounting Officer)
/s/ Lawrence Coolidge Director September 5, 1996
- --------------------------
Lawrence Coolidge
/s/ J. Stanley Hill Director September 5, 1996
- --------------------------
J. Stanley Hill
/s/ John O. Irvine Director September 5, 1996
- --------------------------
John O. Irvine
/s/ Michael Salovaara Director September 5, 1996
- --------------------------
Mikael Salovaara
/s/ John F. Smith Director September 5, 1996
- --------------------------
John F. Smith
/s/ Patrick Sweeney Director September 5, 1996
- --------------------------
Patrick Sweeney
/s/ Oliver O. Ward Director September 5, 1996
- --------------------------
Oliver O. Ward
</TABLE>
<PAGE> 11
<TABLE>
EXHIBIT INDEX
<CAPTION>
Sequentially
Exhibit Description of Exhibit Numbered Page
- ------- ---------------------- -------------
<S> <C>
4.1 Restated Articles of Organization of the Registrant (filed as
Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q, File
No. 0-12102, for the quarter ended April 29, 1989 and incorporated
herein by reference).
4.2 By-laws, as amended (filed as Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K, File No. 0-12102, for the year ended
October 31, 1987 and incorporated herein by reference).
4.3 Hadco Corporation Non-Qualified Stock Option Plan of
November 29, 1995.
4.4 Form of Stock Option Agreement under the Hadco Corporation
Non-qualified Stock Option Plan of November 29, 1995.
5 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (contained in its
opinion as Exhibit 5).
23.2 Consent of Independent Public Accountants.
</TABLE>
<PAGE> 1
EXHIBIT 4.3
-----------
<PAGE> 2
HADCO CORPORATION
NON-QUALIFIED STOCK OPTION PLAN
NOVEMBER 29, 1995
1. PURPOSE. This Non-Qualified Stock Option Plan (hereinafter, the
"Plan") is intended to promote the interests of Hadco Corporation (hereinafter,
the "Company") by providing an inducement for highly qualified personnel to
enter the employ of the Company and an incentive for valued employees to remain
with the Company and to use their best efforts to promote the Company's
continued success, by means of the offer of an opportunity to acquire or
increase their proprietary interest in the Company through the granting of
options to purchase the Company's stock pursuant to the terms of this Plan. As
used herein, the term "Company" includes any present or future subsidiary and
any successor corporation.
2. RIGHTS TO BE GRANTED. Under this Plan, options may be granted that
give an optionee the right for a specified time period to purchase a specified
number of shares of common stock, par value $0.05, of the Company. The option
price shall be determined in each instance by the Stock Option Committee, in
accordance with the terms of this Plan, including, without limitation, under
Section 7 hereof.
3. AVAILABLE SHARES. The total number of shares of common stock, par
value $0.05, of the Company, for which options may be granted shall be One
Million (1,000,000) shares, subject to adjustment in accordance with Paragraph
11 of this Plan. Shares subject to the Plan may be either authorized but
unissued shares or shares that were once issued and subsequently reacquired by
the Company. If any options granted under this Plan are surrendered before
exercise or lapse without exercise, in whole or in part, the shares reserved
therefor shall revert to the option pool and shall continue to be available
under the Plan. No one employee of the Company may be granted options to
acquire, in the aggregate, more than 300,000 shares of Common Stock under this
Plan. If any option granted under this Plan shall expire or terminate for any
reason without having been exercised in full or shall cease for any reason to be
exercisable in whole or in part or shall be repurchased by the Company, the
shares subject to such option shall be included in the determination of the
aggregate number of shares of common stock deemed to have been granted to such
employee under this Plan.
4. ADMINISTRATION. The Plan shall be administered by the Stock Option
Committee (hereinafter, the "Committee"), which shall consist of two or more
members appointed by the Board of Directors of the Company; provided, however,
that the Plan shall be administered: (i) to the extent required by applicable
regulations under Section 162(m) of the Internal Revenue Code of 1986, by two or
more "outside directors" (as defined in applicable regulations thereunder) and
(ii) to the extent required by Rule 16b-3 promulgated under the Securities
Exchange Act of 1934 or any successor provision ("Rule 16b-3"), by a
disinterested administrator or administrators within the meaning of Rule 16b-3.
The Board may at any time and from time to time thereafter appoint additional or
substitute members of the Committee and may fill vacancies on the Committee,
however caused. No person shall be a member of the Committee who is not a
Director of the Company.
<PAGE> 3
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In the event no Committee is appointed, the Board shall act as the
Committee and all references in this Plan to the Committee shall mean the Board.
If a Committee is appointed but under applicable law does not have authority to
undertake any duty stated herein, the Board shall act as and for the Committee
for the purpose of undertaking that particular duty.
The Committee shall choose one of its members as Chair and shall hold
meetings at such times and places as it deems advisable. A majority of the
members of the Committee shall constitute a quorum, and any action may be taken
by a majority of those present and voting at any meeting.
Subject to the provisions of this Plan, the Committee shall have
authority in its discretion to determine the employees of the Company to whom
options shall be granted, the number of shares to be covered by each option, the
time or times at which options shall be granted, the purchase price of the stock
covered by each option, the time or times during the term of option (defined in
Section 9) at which each such option shall become exercisable, the form of
agreement to be used in granting the options, and shall, further have the
authority to interpret this Plan, and to prescribe, amend and rescind rules and
regulations relating to it. All questions of interpretation and application of
this Plan and of any options issued under it shall be determined by the
Committee, and such determination shall be final and binding upon all persons.
No member of the Board or of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
option granted under it.
5. GRANT OF OPTIONS. The Committee may from time to time grant options
to eligible persons pursuant to the provisions of this Plan. Each option so
granted shall be evidenced by an Option Agreement, in such form as may be
approved by the Committee, which Agreement shall be duly executed and delivered
on behalf of the Company and by the optionee to whom such option is granted. The
Agreement may contain such terms, provisions, and conditions not inconsistent
with the Plan as may be determined by the Committee, including restrictions to
be imposed on the shares acquired by a participant upon the exercise of an
option granted to him.
The grant of an option under this Plan shall be effective as of the date
of the vote of the Stock Option Committee of the Board of Directors of the
Company to issue such an option. The granting of options under this Plan shall
be entirely discretionary and nothing in this Plan shall be deemed to give any
employee any right to participate in this Plan or to receive options.
The grant of an option under this Plan confers no right upon the
optionee with respect to the continuation of his employment with the Company or
a subsidiary of the Company. Nothing contained in this Plan or any option
agreement issued hereunder shall be construed as interfering with or restricting
the right of the Company or its subsidiary or the optionee to terminate his
employment at any time.
<PAGE> 4
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6. ELIGIBILITY AND LIMITATIONS. Options may be granted pursuant to this
Plan only to employees of the Company or of any present or future subsidiary
corporation; provided, however, that a person shall be considered to be an
employee within the meaning of this Plan if the person has executed a written
employment agreement with the Company which provides for the start of active
employment within one (1) month of the date of grant of an option. In
determining the eligibility of an individual to be granted an option, as well as
in determining the number of shares to be optioned to any individual, the
Committee shall consider the responsibilities of the person being considered,
the nature and value to the Company or its subsidiaries of his service and
accomplishments, his present and potential contribution to the success of the
Company or its subsidiaries, and such other factors as the Committee may deem
relevant.
No option may be granted under this Plan after December 31, 2005.
7. OPTION PRICE. The purchase price of the stock covered by an option
granted pursuant to this Plan shall be the fair market value of the underlying
shares of Common Stock on the date the option is granted.
If the Company's common stock is actively traded in the established
over-the-counter market, the fair market value of such common stock shall be the
mean between the bid and asked prices quoted in such over-the-counter market at
the close on the date nearest preceding the date of grant. If such common stock
is listed on any national exchange, or traded in the Nasdaq National Market, the
mean between the high and low sale prices quoted on such exchange or market on
the trading day nearest preceding the date of the granting of the option may be
taken as such fair market value. If the stock is not publicly traded, the fair
market value shall be determined from time to time by the Board of Directors.
The full purchase price per share (determined after any appropriate
adjustment has been made under the terms of Section 11 of this Plan) shall be
paid as provided in Section 8 below.
8. EXERCISE OF OPTION. Subject to the terms and conditions of this Plan
and the Option Agreement, an option granted hereunder shall be exercisable in
whole or in part by giving written notice to the Company by mail or in person
addressed to Treasurer, Hadco Corporation, 12A Manor Parkway, Salem, New
Hampshire 03079, stating the number of shares with respect to which the option
is being exercised, accompanied by payment in full for such shares, which
payment may be made (a) in United States dollars in cash or by check, or (b) at
the discretion of the Committee, through delivery of shares of Common Stock
having a fair market value equal as of the date of the exercise to the cash
exercise price of the option, or (c) at the discretion of the Committee and
consistent with applicable law, through the delivery of an assignment to the
Company of a sufficient amount of the proceeds from the sale of the Common Stock
acquired upon exercise of the option and an authorization to the broker or
selling agent to pay that amount to the Company, which sale shall be at the
participant's direction at the time of exercise, or (d) at the discretion of the
Committee, by any combination of (a), (b) and (c) above. There shall be no such
exercise at any one time as to fewer than one hundred (100) shares or all of the
shares then purchasable by the person or persons exercising the option, if fewer
than one hundred (100)
<PAGE> 5
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shares. A copy of such notice shall be provided to Berlin, Hamilton & Dahmen, 73
Tremont Street, Boston, Massachusetts 02108, or to such other counsel as the
Company may hereafter designate, and to the Bank of Boston, Shareholder Services
Division, Post Office Box 644, Boston, Massachusetts 02102, or to such other
Stock Transfer Agent as the Company may hereafter designate. The Transfer Agent
shall, on behalf of the Company, prepare a certificate or certificates
representing such shares acquired pursuant to exercise of the option, shall
register the optionee as the owner of such shares on the books of the Company
and shall cause the fully executed certificate(s) representing such shares to be
delivered to the optionee as soon as practicable after payment of the option
price in full. The holder of an option shall not have any rights of a
shareholder with respect to the shares covered by the option, except to the
extent that one or more certificates for such shares shall be delivered to him
upon the due exercise of the option.
9. TERM AND TRANSFERABILITY OF OPTIONS.
(a) Each option shall become exercisable as provided in each option
granted by the Company to the participant and as provided in each respective
Option Agreement, but in no event shall the option be exercisable during a
period longer than the period beginning with the date of grant and ending not
later than ten (10) years from such date of grant.
(b) Any option granted pursuant to this Plan shall not be assignable
or transferable except by will or by the laws of descent and distribution.
During the lifetime of the optionee, any option shall be exercisable only by the
optionee to whom the option is granted. Any option granted hereunder shall be
null and void and without effect upon the bankruptcy of the optionee to whom the
option is granted, or upon any attempted assignment or transfer, including
without limitation, any purported assignment, whether voluntary or by operation
of law, pledge, hypothecation or other disposition, attachment, trustee process
or similar process, whether legal or equitable, upon such option.
10. TERMINATION OF OPTION RIGHTS.
(a) In the event an optionee ceases to be an employee of the Company for
any reason other than death, retirement with the consent of the Company or
disability, any unvested or unexercised options granted to such optionee shall
terminate and become void at midnight on the thirtieth day after the date of
termination, but in no event later than the specified expiration date of the
option.
(b) In the event that an optionee ceases to be an employee of the
Company by reason of his or her disability or death, any option granted to such
optionee shall be immediately and automatically accelerated and all previously
unexercised options (to the extent that they have not previously been forfeited
in accordance with the terms of the individual option agreement) shall vest and
be exercisable (by the optionee's personal representative, heir or legatee, in
the event of death) during the period ending one hundred eighty (180) days after
the date of termination of employment, but in no event later than the specified
expiration date of the option.
<PAGE> 6
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(c) In the event an optionee ceases to be an employee of the Company by
reason of his or her retirement with the consent of the Company, any option
granted to such employee which had vested as of the date of retirement may be
exercised during the period ending ninety (90) days after the date of
retirement, but in no event later than the specified expiration date of the
option.
(d) For purposes of the Plan, a transfer of an employee between the
parent Company and a subsidiary company, or between subsidiary companies, shall
not be deemed a termination of employment.
11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
(a) In the event that the outstanding shares of the Common Stock of the
Company are changed into or exchanged for a different number or kind of shares
or other securities of the Company by reason of any reorganization,
recapitalization, reclassification, stock split-up, combination of shares or
dividends payable in capital stock, appropriate adjustments shall be made in the
number and kind of shares as to which options may be granted under the Plan and
as to which outstanding options or portions thereof then unexercised shall be
exercisable, to the end that the proportionate interest of the option holder
shall be maintained as before the occurrence of such event. Such adjustment in
outstanding options shall be made without change in the total price applicable
to the unexercised portion of such options and with a corresponding adjustment
in the option price per share.
(b) If the Company is to be consolidated with or acquired by another
entity in a merger, tender offer, sale of all or substantially all of the
Company's assets or otherwise (an "Acquisition"), the Committee, or the board of
directors of any entity assuming the obligations of the Company hereunder
("Successor Board"), shall, as to outstanding options, (i) make appropriate
provision for the rights of the holders of such options by substituting on an
equitable basis for the shares then subject to such options the consideration
payable with respect to the outstanding shares of Common Stock in connection
with the Acquisition; or (ii) upon written notice to the optionees, provide that
all options must be exercised, to the extent then exercisable, within a
specified number of days of the date of such notice, at the end of which period
the options shall terminate; or (iii) terminate all options in exchange for a
cash payment equal to the excess of the value (determined by reference to the
consideration to be paid for outstanding shares in the Acquisition) of the
shares subject to such options (to the extent then vested and exercisable) over
the exercise price thereof.
(c) In the event of a recapitalization or reorganization of the Company
(other than a transaction described in subsections 11(a) and (b) above) pursuant
to which securities of the Company or of another corporation are issued with
respect to the outstanding shares of Common Stock, an optionee upon exercising
an option shall be entitled to receive for the purchase price paid upon such
exercise the securities he or she would have received if he or she had exercised
such option prior to such recapitalization or reorganization. In the event of
the proposed dissolution or liquidation of the Company, each option will
terminate immediately prior to the consummation of such proposed action or at
such other time and subject to such other conditions
<PAGE> 7
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as shall be determined by the Committee. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
subject to options. No adjustments shall be made for dividends paid in cash or
in property other than securities of the Company. No fractional shares shall be
issued under the Plan and the optionee shall receive from the Company cash in
lieu of such fractional shares. Upon the happening of any of the events
described in this Section 11, the class and aggregate number of shares set forth
in Section 5 hereof that are subject to options which previously have been or
subsequently may be granted under this Plan shall also be appropriately
adjusted to reflect the events described in such subparagraphs. The Committee
or the Successor Board shall determine the specific adjustments to be made
under this Section 11 and, subject to Section 2, its determination shall be
conclusive.
12. RESTRICTIONS ON ISSUANCE OF SHARES. Notwithstanding the
provisions of Section 8 of the Plan, the Company shall have no obligation to
deliver any certificate or certificates upon exercise of an option until one of
the following conditions shall be satisfied:
(i) The shares with respect to which the option has been
exercised are at the time of the issue of such shares effectively
registered under applicable Federal and State securities acts as now in
force or hereafter amended; or
(ii) Counsel for the Company shall have given an opinion that
such shares are exempt from registration under Federal and State
securities acts as now in force or hereafter amended; and until the
Company has complied with all applicable laws and regulations, including
without limitation all regulations required by any stock exchange upon
which the Company's outstanding common stock is then listed.
The Company shall use its best efforts to bring about compliance with
the above conditions within a reasonable time, except that the Company shall be
under no obligation to cause a registration statement or a post-effective
amendment to any registration statement to be prepared at its expense solely for
the purpose of covering the issue of shares in respect of which any option may
be exercised.
Any stock purchased under the Plan prior to shareholder approval of the
Plan may not be sold, assigned, transferred, pledged or encumbered in any way
and will be held in escrow by the Company until shareholder approval for the
Plan is obtained, and if such approval is not obtained by the earlier of (i) the
next annual meeting of stockholders of the Company, or (ii) June 30, 1996, the
purchase of such stock and any option granted hereunder and this Plan will be
automatically rescinded and the purchase price returned to purchasing optionees
without interest.
13. REPRESENTATIONS OF OPTIONEE. The Company may require the optionee
to deliver such written warranties and representations upon exercise of the
option that the Company deems reasonable or necessary, including without
limitation a representation that a purchase of shares under the option is made
for investment and not with a view to their distribution (as that term is used
in the Securities Act of 1933).
<PAGE> 8
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14. MODIFICATION OF OUTSTANDING OPTIONS. The Committee or the Board of
Directors may accelerate the exercisability of any outstanding option and may
authorize changes to any outstanding option with the consent of the participant
(including, without limitation, to extend the term of an option upon termination
of employment to a date not later than ten (10) years from the original grant
date) when and subject to such conditions as are deemed to be in the best
interests of the Company and in accordance with the purposes of the Plan.
15. APPROVAL OF STOCKHOLDERS. The Plan shall be subject to approval by
the affirmative vote of stockholders holding at least a majority of the voting
stock of the Company voting in person or by proxy at or by the earlier of (i)
the next annual meeting of stockholders of the Company, or (ii) June 30, 1996,
and the Plan shall take effect as of the date of adoption immediately upon such
approval.
16. TERMINATION AND AMENDMENT OF PLAN. The Plan shall expire at the end
of the business day on December 31, 2005 (except as to options outstanding on
that date). The Board may at any time terminate the Plan or make such
modification or amendment thereof as it deems advisable; provided, however, that
except as provided in Section 11 the Board may not, without approval of the
stockholders of the Company obtained in the manner stated in Section 15,
increase the maximum number of shares for which options may be granted under
the Plan. To the extent required by Rule 16b-3, any other amendments to this
Plan shall be approved by the stockholders of the Company in the manner stated
in Section 15. Termination or any modification or amendment of the Plan shall
not, without consent of a participant, affect his rights under an option
previously granted to him.
17. WITHHOLDING OF ADDITIONAL INCOME TAXES. Upon any exercise of any
option or the vesting or transfer of restricted stock or securities acquired on
the exercise of an option hereunder, or the making of a distribution or other
payment with respect to such stock or securities, the Company may withhold taxes
in respect of amounts that constitute compensation includable in gross income.
The Committee in its discretion may condition (i) the exercise of an option, or
(iv) the vesting or transferability of restricted stock or securities acquired
by exercising an option, on the optionee's making satisfactory arrangement for
such withholding. Such arrangement may include payment by the optionee in cash
or by check of the amount of the withholding taxes or, at the discretion of the
Committee, by the optionee's delivery of previously held shares of Common Stock
otherwise deliverable upon exercise of an option, with such shares in each case
having an aggregate fair market value equal to the amount of such withholding
taxes.
<PAGE> 1
EXHIBIT 4.4
-----------
<PAGE> 2
OPTION AGREEMENT
AGREEMENT made this _____ day of _______________, 19__, by and between
Hadco Corporation, a Massachusetts corporation with a usual place of business in
Salem, New Hampshire (hereinafter the "Company"), and __________________________
________________________________________ of ____________________________________
(hereinafter the "Optionee"). This Agreement and the option granted hereunder
are pursuant to and subject to the terms and conditions of the Company's
November 29, 1995 Non-Qualified Stock Option Plan (the "Plan"), a copy of which
has been made available to the Optionee. Unless the context otherwise requires,
terms used herein shall have the same meaning as in the Plan.
Section 1. GRANT OF OPTION. The Company grants to the Optionee an option
to purchase, on the terms and conditions hereinafter set forth, _______________
(__________) shares (the "Option Shares") of the Company's Common Stock, $0.05
par value, at the option price of
_______________________________________________ and __/100 ($___________)
Dollars per share. This option is not intended to qualify as an incentive stock
option under Section 422 of the Internal Revenue Code.
Section 2. PERIOD OF OPTION.
(a) VESTING. The right to exercise this option and purchase the
Option Shares shall vest in installments as set forth below, unless earlier
terminated in accordance with the provisions of Section 2(c) hereof.
<PAGE> 3
- 2 -
Cumulative Percent of Option
Shares That May Be Purchased Date of Vesting
---------------------------- ---------------
15 One Year Anniversary of Date of Grant
30 Two Year Anniversary of Date of Grant
45 Three Year Anniversary of Date of Grant
60 Four Year Anniversary of Date of Grant
75 Five Year Anniversary of Date of Grant
90 Six Year Anniversary of Date of Grant
100 Seven Year Anniversary of Date of Grant
(b) EXPIRATION. The option granted hereunder shall expire on the
ten year anniversary of the date of grant of the option.
(c) TERMINATION.
(1) Any unvested or unexercised option granted hereunder
shall terminate and become void at midnight on the thirtieth (30th) day after
the Optionee's employment with the Company is terminated for any reason other
than disability, death, or retirement with the consent of the Company, but in no
event may the option be exercised later than the specified expiration date of
the option.
(2) In the event the employment of the Optionee terminates
by reason of his disability or death, the option granted hereunder to such
Optionee shall be immediately and automatically accelerated and to the extent
such option is unexercised, it shall vest and be exercisable (by the Optionee's
personal representative, heir, or legatee, in the event of death) during the
period ending one hundred eighty (180) days after the date of termination of
employment, but in no event later than the specified expiration date of the
option.
For purposes of this Agreement, the Optionee's employment shall always
be deemed to have been terminated due to disability if (a) the Optionee's
employment is terminated by either the Company or the Optionee; (b) at the time
of such termination, the Optionee is unable to work
<PAGE> 4
- 3 -
due to sickness or injury and is totally disabled, either physically or
mentally; (c) the Optionee is unable to substantially perform any gainful
employment for a period of five (5) consecutive months, including the time of
termination; and (d) the Optionee applies for and is approved for disability
payments by the Social Security Administration of the United States government.
The date of any such disability shall be the first day of such consecutive
period during which the Optionee was unable, due to his physical or mental
condition, to substantially perform any gainful employment.
(3) In the event the employment of the Optionee terminates
by reason of his retirement with the consent of the Company, any option granted
hereunder which had vested as of the date of retirement may be exercised during
the period ending ninety (90) days after the date of retirement, but in no event
later than the specified expiration date of the option.
(4) For purposes of this Agreement, a transfer of the
Employee between the parent Company and a subsidiary company, or between
subsidiary companies, shall not be deemed a termination of employment.
Section 3. LIMITATIONS ON RIGHT TO EXERCISE OPTION. Notwithstanding
anything elsewhere in this Option Agreement to the contrary, except the
provisions of Section 2(c) , the right to exercise this option shall be subject
to the following limitations:
(a) This option may not be exercised unless the Optionee, at the
time he exercises this option, is an employee of one or more of the Company, a
parent corporation or a subsidiary of the Company and has been such an employee
at all times since the date of this Agreement. If this option shall be assumed
or a new option substituted therefor as a result of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization, or
liquidation, then employment by such assuming or substituting corporation
(hereinafter called
<PAGE> 5
- 4 -
the "Successor Corporation") or by a parent corporation or a subsidiary thereof
shall be considered for purposes of this option to be employment by the Company.
(b) This option must be exercised for a minimum of one hundred
(100) shares, or for all of the shares then purchasable hereunder if less than
one hundred (100) shares, and no fractional shares may be purchased under this
option.
Section 4. EXERCISE OF OPTION.
(a) METHOD OF EXERCISE OF OPTION. This option may be exercised
by giving written notice to the Company by mail or in person addressed to
Treasurer, Hadco Corporation, 12A Manor Parkway, Salem, New Hampshire 03079,
specifying the number of Option Shares being purchased, accompanied by payment
of the full option price of the shares being purchased. A copy of such notice
shall be provided to Berlin, Hamilton & Dahmen, 73 Tremont Street, Boston,
Massachusetts 02108, or to such other counsel as the Company may hereafter
designate, and to the Bank of Boston, Shareholder Services Division, Post Office
Box 644, Boston, Massachusetts 02102, or to such other Stock Transfer Agent as
the Company may hereafter designate. The price for the Option Shares shall be
payable (a) in U.S. Dollars in cash, or (b) through delivery of shares of Common
Stock having a fair market value equal as of the date of the exercise to the
cash exercise price of the option, or (c) consistent with applicable law,
through the delivery of an assignment to the Company of a sufficient amount of
the proceeds from the sale of the Common Stock acquired upon exercise of the
option and an authorization to the broker or selling agent to pay that amount to
the Company, which sale shall be at the participant's direction at the time of
exercise, or (d) by any combination of (a), (b) and (c) above. The holder of an
option shall not have any rights of a shareholder with respect to the shares
<PAGE> 6
- 5 -
covered by the option, except to the extent that one or more certificates for
such shares shall be delivered to him upon the due exercise of the option.
(b) DELIVERY OF STOCK CERTIFICATES UPON EXERCISE. Upon each
exercise of this option and the satisfaction of all conditions set forth in the
option, the Transfer Agent shall, on behalf of the Company, mail or deliver to
the Optionee, as promptly as practicable, a stock certificate or certificates
representing the Option Shares then being purchased. The Company will pay all
stamp taxes due or payable in connection with the issuance of the certificates.
Such certificates may bear statements relating to the non-registration of such
shares under the Securities Act of 1933, and the rights, privileges and
limitations of Common Stock, par value $0.05, of the Company, as set forth in
the Restated Articles of Organization, as amended.
(c) RESTRICTIONS ON ISSUANCE OF SHARES. Notwithstanding the
foregoing, the Company shall not be obligated to deliver any such certificate or
certificates upon exercise of this option until one of the following conditions
shall be satisfied:
(i) The shares with respect to which the option has been
exercised are at the time of the issue of such shares effectively registered
under applicable Federal and State securities acts as now in force or hereafter
amended; or (ii) Counsel for the Company shall have given an opinion that such
shares are exempt from registration under applicable Federal and State
securities acts as now in force or hereafter amended; and until the Company is
in compliance with all applicable laws and regulations, including without
limitation all regulations required by any stock exchange upon which the
Company's outstanding Common Stock is then listed.
The Company shall use its best efforts to bring about compliance with
the above conditions within a reasonable time, except that the Company shall be
under no obligation to cause a registration statement or a post-effective
amendment to any registration statement to be
<PAGE> 7
- 6 -
prepared at its expense solely for the purpose of covering the issue of shares
in respect of which any option may be exercised.
(d) AGREEMENT TO PURCHASE FOR INVESTMENT. By acceptance of this
option, the Optionee agrees that a purchase of shares under this option will be
made for investment and will not be made with a view to their distribution, as
that term issued in the Securities Act of 1933, as amended, unless in the
opinion of counsel for the Company such distribution is in compliance with or
exempt from registration and prospectus requirements of the Act. The Optionee
agrees, if necessary, to sign a certification to such effect at the time of
exercising the option and agrees that the certificate for the shares so
purchased may be enscribed with a legend to ensure compliance with the
Securities Act of 1933 and with any other applicable securities laws.
Section 5. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
(a) In the event that the outstanding shares of the Common Stock of
the Company are changed into or exchanged for a different number or kind of
shares or other securities of the Company by reason of any reorganization,
recapitalization, reclassification, stock split-up, combination of shares or
dividends payable in capital stock, appropriate adjustments shall be made in the
number and kind of shares as to which outstanding options or portions thereof
then unexercised shall be exercisable, to the end that the proportionate
interest of the Optionee shall be maintained as before the occurrence of such
event. Such adjustment in outstanding options shall be made without change in
the total price applicable to the unexercised portion of such options and with a
corresponding adjustment in the option price per share.
(b) If the Company is to be consolidated with or acquired by another
entity in a merger, tender offer, sale of all or substantially all of the
Company's assets or otherwise (an "Acquisition"), the Stock Option Committee of
the Company's Board of Directors (the
<PAGE> 8
- 7 -
"Committee") , the Company's Board of Directors, or, the board of directors of
any entity assuming the obligations of the Company hereunder, shall, as to
outstanding options, (i) make appropriate provision for the rights of the
Optionee by substituting on an equitable basis for the shares then subject to
such options the consideration payable with respect to the outstanding shares of
Common Stock in connection with the Acquisition; or (ii) upon written notice to
the Optionee, provide that all options must be exercised, to the extent then
exercisable, within a specified number of days of the date of such notice, at
the end of which period the options shall terminate; or (iii) terminate all
options in exchange for a cash payment equal to the excess of the value
(determined by reference to the consideration to be paid for outstanding shares
in the Acquisition) of the shares subject to such options (to the extent then
vested and exercisable) over the exercise price thereof.
(c) In the event of a recapitalization or reorganization of the
Company (other than a transaction described in subsections 5(a) and (b) above)
pursuant to which securities of the Company or of another corporation are issued
with respect to the outstanding shares of Common Stock, the Optionee upon
exercising this option shall be entitled to receive for the purchase price paid
upon such exercise the securities he or she would have received if he or she had
exercised such option prior to such recapitalization or reorganization. In the
event of the proposed dissolution or liquidation of the Company, the option will
terminate immediately prior to the consummation of such proposed action or at
such other time and subject to such other conditions as shall be determined by
the Committee. Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares subject to the option. No
adjustments shall be made for dividends paid in cash
<PAGE> 9
- 8 -
or in property other than securities of the Company. No fractional shares shall
be issued and the Optionee shall receive from the Company cash in lieu of such
fractional shares. The Committee or the Successor Board shall determine the
specific adjustments to be made under this Section 5 and, subject to the Plan,
its determination shall be conclusive.
Section 6. EFFECT UPON EMPLOYMENT. The grant of this option confers no
right upon the Optionee with respect to the continuation of his employment with
the Company or a subsidiary of the Company. Nothing contained herein shall be
construed as interfering with or restricting the right of the Company or its
subsidiary or of the Optionee to terminate his employment at any time.
Section 7. NON-TRANSFERABILITY. This option shall not be assignable or
transferable except by will or by the laws of descent and distribution. During
the lifetime of the Optionee, this option shall be exercisable only by the
Optionee. This option shall be null and void and without effect upon the
bankruptcy of the Optionee, or upon any attempted assignment or transfer,
including without limitation, any purported assignment, whether voluntary or by
operation of law, pledge, hypothecation or other disposition, attachment,
trustee process or similar process whether legal or equitable, upon such option.
Section 8. NOTICES. Any notice permitted or required under this Option
Agreement shall be sufficient if made in writing and mailed, postage prepaid, or
delivered in hand to the parties as follows: (a) as to the Company, to its
Treasurer at the principal office of the Company; and (b) as to the Optionee, at
the address listed for the Optionee on the books of the Company or the books of
the Stock Transfer Agent, or (c) as to either party, at such other address as
shall be designated by the addressee in a written notice to the other complying
as to delivery with the terms of this Section 8.
<PAGE> 10
- 9 -
Section 9. GOVERNING LAW. This Agreement shall be governed by, and
construed and enforced in accordance with, the substantive laws of the
Commonwealth of Massachusetts.
Section 10. MODIFICATION OF OUTSTANDING OPTIONS. The Stock Option
Committee of the Company's Board of Directors or the Company's Board of
Directors may accelerate the exercisability of any outstanding option and may
authorize changes to any outstanding option with the consent of the Optionee
when and subject to such conditions as are deemed to be in the best interests of
the Company and in accordance with the purposes of the Company's November 29,
1995 Non-Qualified Stock Option Plan.
Section 11. ENTIRE AGREEMENT. This Agreement contains the full and
complete understanding and agreement of the parties hereto as to the subject
matter hereof and may not be modified or amended, nor may any provisions hereof
be waived, except by a further written agreement duly signed by each of the
parties.
Section 12. BINDING EFFECT. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, executors,
administrators, representatives, successors and assigns; provided, however, that
as respects the Optionee, this Agreement is deemed to be personal in nature and
may not be assigned or transferred.
Section 13. INTERPRETATION AND CONSTRUCTION. Any interpretation or
construction of this Option Agreement by the Company's Board of Directors, or a
duly authorized committee appointed by the Board, shall be final and conclusive.
The section headings are for convenience of reference only and shall not be
deemed germane to the interpretation or construction of this Option Agreement.
<PAGE> 11
- 10 -
Section 14. SURVIVAL. All representations, warranties and
acknowledgments made in this Agreement shall survive the delivery of the
certificate or certificates representing the shares purchased pursuant to the
exercise of the option granted herein.
Section 15. WITHHOLDING TAXES. If the Company in its discretion
determines that it is obligated to withhold any tax in connection with the
exercise of this option, or in connection with the transfer of, or the lapse of
restrictions on, any Common Stock or other property acquired pursuant to this
option, the Optionee hereby agrees that the Company may withhold from the
Optionee's wages or other remuneration the appropriate amount of tax. At the
discretion of the Company, the amount required to be withheld may be withheld in
cash from such wages or other remuneration or in kind from the Common Stock or
other property otherwise deliverable to the Optionee on exercise of this option.
The Optionee further agrees that, if the Company does not withhold any amount
from the Optionee's wages or other remuneration sufficient to satisfy the
withholding obligation of the Company, the Optionee will make reimbursement on
demand, in cash, for the amount withheld.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 12
- 11 -
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
Witnesses: Hadco Corporation
- ----------------------------------- ---------------------------------
- ----------------------------------- ---------------------------------
Optionee
<PAGE> 1
EXHIBIT 5
---------
<PAGE> 2
September 5, 1996
Hadco Corporation
12A Manor Parkway
Salem, New Hampshire 03079
Re: Registration Statement on Form S-8
Relating to the Hadco Corporation
Non-Qualified Stock Option Plan
of November 29, 1995
----------------------------------
Ladies and Gentlemen:
We are of the opinion that the 1,000,000 shares on Common Stock, par
value $.05 per share, proposed to be issued by Hadco Corporation (the "Company")
pursuant to the Hadco Corporation Non-Qualified Stock Option Plan of November
29, 1995 (the "Plan") will be validly issued, fully paid and nonassessable after
issuance of such shares in accordance with the terms of the Plan.
We are further of the opinion that no action of any governmental
authority is necessary for the issuance and sale of such shares of Common Stock
by the Company except that the above Registration Statement shall have become
effective and such action as may be necessary under the securities laws of the
several states shall have been taken.
We hereby consent to filing of this opinion as Exhibit 5 to the
Registration Statement. This opinion is to be used while the Registration
Statement is in effect.
We call your attention to the fact that we have reviewed all documents,
certificates and matters of law that we have deemed necessary or appropriate in
rendering the opinions set forth in this letter.
Very truly yours,
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE> 1
EXHIBIT 23.2
------------
<PAGE> 2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of Hadco Corporation on Form S-8 of our
report dated November 15, 1995, included in the Hadco Corporation Annual Report
on Form 10-K for the year ended October 28, 1995 and to all references to our
Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
September 5, 1996
