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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Commission
Date of Report (Date of earliest event reported): January 10, 1997
Hadco Corporation
(Exact name of Registrant as specified in its charter)
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Massachusetts 0-12102 04-2393279
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation
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12A Manor Parkway, Salem, New Hampshire, 03079
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(Address of principal executive offices)
(603) 898-8000
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Registrant's telephone number, including area code
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Item 2. Acquisition or Disposition of Assets.
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On January 10, 1996, Hadco Acquisition Corp. (the "Purchaser"), a Delaware
corporation and a direct, wholly owned subsidiary of Hadco Corporation, a
Massachusetts corporation and the Registrant herein (the "Parent"), purchased
10,796,104 (or approximately 97.6 percent) of the outstanding shares of common
stock, $.001 par value (the "Zycon Common Stock"), of Zycon Corporation (the
"Company"), a Delaware corporation, for $18 per share, net to the seller in cash
or an aggregate purchase price of $194.3 million. The acquisition was made
pursuant to a tender offer by the Purchaser and the Parent, to purchase all of
the outstanding shares of Zycon Common Stock at $18 per share, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated December 11, 1996 (the "Offer to Purchase"), and the related
Letter of Transmittal (which, together, and with any amendments or supplements
thereto, collectively constitute the "Offer"). Promptly after completion of the
Offer, pursuant to the terms of the Agreement and Plan of Merger dated December
4, 1996, among the Parent, the Purchaser and the Company (the "Merger
Agreement"), the Purchaser was merged, pursuant to Section 253 of the Delaware
General Corporation Law, with and into the Company (the "Merger"), whereby the
Company now is a direct, wholly-owned subsidiary of the Parent, and all shares
of Zycon Common Stock outstanding immediately prior to the effective time of the
Merger (other than shares owned by the Parent, the Purchaser, the Company or any
of their respective subsidiaries, or shareholders who properly perfect appraisal
rights in accordance with Section 262 of the Delaware General Corporation Law,
as amended) were converted into the right to receive $18 in cash, without
interest and less any required withholding taxes.
On December 4, 1996, the Parent, the Purchaser and the holders of
approximately 57 percent of the then outstanding shares of Zycon Common Stock
entered into a Stockholders Agreement (the "Stockholders Agreement"), pursuant
to which, among other things, such holders severally (i) agreed to tender their
shares in the Offer, (ii) granted to the Company an irrevocable option to
purchase their shares of Zycon Common Stock at $18.00 per share, net to the
seller in cash, under certain circumstances (including the termination of the
Merger Agreement or the withdrawal by the Parent or Purchaser of the Offer), and
(iii) agreed to vote their shares of Zycon Common Stock in a certain manner
under certain circumstances.
The purchase price for the shares of Zycon Common Stock acquired in the
Offer and pursuant to the Merger Agreement was determined by arms-length
negotiation between the Parent and the Company and was funded by a senior
revolving credit facility for up to $250 million entered into as of January 8,
1997 (the "Credit Facility"), among the Parent, the banks thereto, and The First
National Bank of Boston ("Bank of Boston"), Individually and as Agent.
Item 7. Financial Statements and Exhibits
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(a) & (b) It is impracticable at this time for the Registrant to
file, together with this Current Report, the required financial
statements and pro forma financial information with respect to
the Company. Accordingly, the Registrant hereby
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undertakes to file such required statements and information by
amendment to this Current Report on Form 8-K on or prior to March
25, 1997.
(c) Exhibits
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2.1 Agreement and Plan of Merger dated as of December 4, 1996,
among the Registrant, Hadco Acquisition Corp. and Zycon
Corporation (filed as Exhibit (c)(1) to the Schedule 14D-1
filed by the Registrant on December 11, 1996 and
incorporated herein by reference).
2.2 Stockholders Agreement dated December 4, 1996, among the
Registrant and the parties named therein (filed as Exhibit
(c)(2) to the Schedule 14D-1 filed by the Registrant on
December 11, 1996 and incorporated herein by reference).
10.1 Revolving Credit Agreement dated as of January 1997 between
the Registrant and The First National Bank of Boston (filed
as 10.40 to Annual Report on Form 10-K, File No. 0-12102,
for the year ended October 26, 1996).
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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.
HADCO CORPORATION
Dated: January 23, 1997 By: /s/ Timothy P. Losik
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Timothy P. Losik
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Exhibit Description Page
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2.1 Agreement and Plan of Merger dated as of December4,
1996, among the Registrant, Hadco Acquisition Corp.
and Zycon Corporation (filed as Exhibit (c)(1) to the
Schedule 14D-1 filed by the Registrant on December 11,
1996 and incorporated herein by reference).
2.2 Stockholders Agreement dated December 4, 1996,
among the Registrant and the parties named therein
(filed as Exhibit (c)(2) to the Schedule 14D-1 filed by
the Registrant on December 11, 1996 and incorporated
herein by reference).
10.1 Revolving Credit Agreement dated as of January 1997
between the Registrant and The First National Bank of
Boston (filed as 10.40 to Annual Report on Form 10-K,
File No. 0-12102, for the year ended October 26, 1996).
