<PAGE> 1
As filed with the Securities and Exchange Commission on February 26, 1997
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
1991 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN,
AS AMENDED AND RESTATED
(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)
================================================================================
<PAGE> 2
- 2 -
<TABLE>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
<CAPTION>
Proposed Maximum Amount of
Title of Securities Amount to Proposed Maximum Offering Aggregate Registration
to be Registered be Registered Price Per Share(1) Offering Price(1) Fee
---------------- ------------- --------------- -------------- --------
<S> <C> <C> <C> <C>
Common Stock 150,000 shares $43.125 $6,468,750 $1,960.23
(Par Value $.05)
===================================================================================================================
<FN>
(1) The price of $43.125 per share, which is the average of the high and
low prices reported on the Nasdaq National Market on February 24, 1997,
is set forth solely for purposes of calculating the filing fee pursuant
to Rule 457(c).
===================================================================================================================
</TABLE>
<PAGE> 3
-3-
This Registration Statement registers additional securities of the same
class as other securities for which Registration Statement No. 33-48288 on Form
S-8 as filed with the Securities and Exchange Commission on June 1, 1992,
relating to the Hadco Corporation 1991 Non-Employee Director Stock Option Plan
is effective. Pursuant to General Instruction E, the contents of the
above-listed Registration Statement is hereby incorporated by reference.
<PAGE> 4
-4-
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
--------
Exhibit No. Description of Exhibit
----------- ----------------------
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
10.1 Form of Stock Option Agreement under Registrant's 1991
Non-Employee Director Stock Option Plan, as Amended and
Restated.
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (contained
in its opinion as Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (contained on page 5 of this
Registration Statement on Form S-8).
<PAGE> 5
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 11th
day of February, 1997.
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> 6
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.
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ Horace H. Irvine II Chairman of the Board February 11, 1997
- ------------------------ and Director
Horace H. Irvine II
/s/ Andrew E. Lietz President, Chief Executive February 11, 1997
- ------------------------ Officer and Director (Principal
Andrew E. Lietz Executive Officer)
/s/ Timothy P. Losik Chief Financial Officer, Vice February 11, 1997
- ------------------------ President and Treasurer (Principal
Timothy P. Losik Financial and Principal Accounting
Officer)
/s/ Lawrence Coolidge Director February 11, 1997
- ------------------------
Lawrence Coolidge
/s/ J. Stanley Hill Director February 11, 1997
- ------------------------
J. Stanley Hill
/s/ John O. Irvine Director February 11, 1997
- ------------------------
John O. Irvine
/s/ John E. Pomeroy Director February 11, 1997
- ------------------------
John E. Pomeroy
/s/ Mikael Salovaara Director February 11, 1997
- ------------------------
Mikael Salovaara
/s/ John F. Smith Director February 11, 1997
- ------------------------
John F. Smith
/s/ Patrick Sweeney Director February 11, 1997
- ------------------------
Patrick Sweeney
/s/ James C. Taylor Director February 11, 1997
- ------------------------
James C. Taylor
/s/ Oliver O. Ward Director February 11, 1997
- ------------------------
Oliver O. Ward
<PAGE> 7
Exhibit Index
-------------
Exhibit No. Description of Exhibits
----------- -----------------------
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
10.1 Form of Stock Option Agreement under Registrant's 1991
Non-Employee Director Stock Option Plan, as Amended and
Restated.
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (contained
in its opinion as Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (contained on page 5 of this
Registration Statement on Form S-8).
<PAGE> 1
Exhibit 5.1
-------------------------------
Testa, Hurwitz & Thibeault, LLP
-------------------------------
ATTORNEYS AT LAW
HIGHT STREET TOWER, 125 HIGH STREET
OFFICE (617) 248-7000 BOSTON, MASSACHUSETTS 02110 FAX (617) 248-7100
February 25, 1997
Hadco Corporation
12A Manor Parkway
Salem, New Hampshire 03079
Re: Registration Statement on Form S-8 Relating to the Hadco Corporation
1991 Non-Employee Director Stock Option Plan, as Amended and Restated
(the "Plan")
---------------------------------------------------------------------
Dear Sir or Madam:
Reference is made to the above-captioned Registration Statement on Form S-8
(the "Registration Statement") filed by Hadco Corporation (the "Company") on or
about February 26, 1997 with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to an additional 150,000 shares of
Common Stock, $.05 par value per share, of the Company issuable pursuant to the
Plan (the "Shares").
We have examined, are familiar with, and have relied as to factual
matters solely upon, copies of the Plan, the Company's Restated Certificate of
Incorporation, the Company's By-Laws, as amended, the corporate records of the
Company and originals or copies of such other documents, certificates and
proceedings as we have deemed necessary for the purpose of rendering this
opinion.
We are members of the Bar of the Commonwealth of Massachusetts and are
not expert in, and express no opinion regarding, the laws of any jurisdiction
other than the Commonwealth of Massachusetts, the General Corporation Law of the
State of Delaware and the United States of America.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued in accordance with the terms of the Plan, will
be validly issued, full paid and nonassessable.
We consent to the filing of this opinion as EXHIBIT 5.1 to the
Registration Statement.
Very truly yours,
/s/ TESTA, HURWITZ & THIBEAULT, LLP
<PAGE> 1
Exhibit 10.1
OPTION AGREEMENT
AGREEMENT made this _____ day of _______________, 199_, 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"),
pursuant to and subject to all the terms and conditions of the Company's 1991
Non-Employee Director Stock Option Plan, as amended and restated by the Board of
Directors of the Company on December 3, 1996 and as duly approved by the
stockholders of the Company on February 26, 1997 (the "Plan"), a copy of which
has been made available to the Optionee. In the event of any conflict between
this Agreement and the provisions of the Plan, the Plan shall govern.
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 $0.05 par value, at
the option price of _______________________ ($__________) Dollars per share.
Section 2. PERIOD OF OPTION.
(a) EXPIRATION. The options granted hereunder shall expire on a date
which is seven (7) years after the date of grant of the option.
(b) TERMINATION.
(1) In the event an Optionee ceases to be a member of the
Board of Directors of the Company for any reason other than death or
disability, any then unexercised options granted to such Optionee shall,
to the extent not then exercisable, be immediately terminated and become
void, and any options which are then exercisable but have not been
exercised at the time the Optionee so ceases to be a member of the Board
of Directors may be exercised, to the extent they are then exercisable, by
the Optionee within a period of ten (10) days following such time the
Optionee so ceases to be a member of the Board of Directors.
(2) In the event that an Optionee ceases to be a member of the
Board of Directors 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 become fully vested and all unexercised
options shall be exercisable by the Optionee (or 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 the
Optionee so ceases to be a member of the Board of Directors, but in no
event later than the expiration date of the option.
Section 3. LIMITATIONS ON RIGHT TO EXERCISE OPTION. Notwithstanding
anything elsewhere in this Option Agreement to the contrary, except the
provisions of Section 2(b), the right to exercise this option shall be subject
to the following limitations:
<PAGE> 2
-2-
(a) This option may not be exercised unless the Optionee, at the
time he exercises this option, is a member of the Board of Directors of the
Company, except as provided in Sections 2(b)(1) and (2) above.
(b) This option must be exercised in increments 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 in
whole or in part as noted in Section 3(b) above, 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, LLP, 73 Tremont Street, Boston, Massachusetts 02108, or to
such other counsel as the Company may hereafter designate, and to The First
National Bank of Boston, Shareholder Services Division, Post Office Box 1865,
Boston, Massachusetts 02105, or such other Stock Transfer Agent as the Company
may hereafter designate. The price for the Option Shares shall be payable in
cash or by delivery to the Company of shares of the Company's Common Stock
already owned by the Optionee, or by any combination of such methods of payment.
(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, or directly to the broker or such other designee of the Optionee, as
promptly as practicable, a stock certificate or certificates representing the
Option Shares then being purchased and shall register the Optionee as the owner
of such shares on the books of the Company. 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 nonregistration 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 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 act as now in
force or hereafter amended, or
(ii) Counsel for the Company shall give an opinion that such
shares are exempt from registration under applicable federal and state
securities acts as now in force or hereafter amended;
<PAGE> 3
-3-
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 e 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 is used in the Securities Act of 1933, as amended, unless in the
opinion of counsel to the Company such distribution is in compliance with or
exempt from registration and prospectus requirements of that Act. The Optionee
agrees 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. VESTING OF SHARES.
(a) VESTING.
(i) Options granted under Section 8(a) of this Plan shall vest
(i.e., become exercisable) in the Optionee and shall become exercisable in
accordance with the following schedule:
Cumulative Number of Shares for
which Option is Exercisable Date of Vesting
--------------------------------- ----------------------------------
1/5 of total Option Shares On the date of grant of the option
2/5 of total Option Shares 1 year anniversary of the
date of the grant of the option
3/5 of total Option Shares 2 year anniversary of the
date of the grant of the option
4/5 of total Option Shares 3 year anniversary of the
date of the grant of the option
100% of total Option Shares 4 year anniversary of the
date of the grant of option
Upon any sale of all of substantially all of the assets of the Company, or
upon any merger, consolidation or tender offer in respect of which the
stockholders holding all of the Company's outstanding voting securities
immediately prior to the consummation thereof hold less than 50% of all of
the Company's outstanding voting securities
<PAGE> 4
-4-
immediately after such consummation (each of the foregoing sale, merger,
consolidation or tender offer hereinafter called an "Acquisition"), then
the date upon which all then outstanding options granted under this
Agreement become fully vested and exercisable shall be automatically
accelerated to occur immediately prior to the consummation of such
Acquisition; provided, however, that any such then outstanding options
which are not thereupon exercised in full immediately prior to the
consummation of such Acquisition shall thereupon terminate.
(ii) Options granted under Section 8(b) of this Plan shall
vest (i.e., become exercisable) in the Optionee immediately upon grant.
Any then outstanding options which are not thereupon exercised in full
immediately prior to the consummation of an Acquisition shall thereupon
terminate.
The number of shares as to which the option may be exercised shall
be cumulative, so that once the option shall become exercisable as to any
shares it shall continue to be exercisable as to said shares, until
expiration or termination of the option as provided in the Plan.
(b) LEGEND ON CERTIFICATES. The certificates representing such
shares shall carry such appropriate legend, and such written instructions shall
be given to the Company's Transfer Agent, as may be deemed necessary or
advisable by counsel to the Company in order to comply with the requirements of
the Securities Act of 1933 or any state securities laws.
Section 6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION AND OTHER MATTERS.
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 or of another corporation by reason of any
reorganization, merger, consolidation, recapitalization or reclassification, or
in the event of a stock split, combination of shares or dividends payable in
capital stock, automatic appropriate adjustment 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 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.
If this option shall be assumed, or a new option substituted therefor, as
a result of sale of the Company, whether by a corporate merger, consolidation or
sale of property or stock, then membership on the Board of Directors of such
assuming or substituting corporation (hereinafter called the "Successor
Corporation") or by a parent corporation or a subsidiary therefor shall be
considered for purposes of this option to be membership on the Board of
Directors of the Company.
Section 7. NON-TRANSFERABILITY. This option shall not be assignable or
transferable other than by will or the laws of descent or distribution and shall
be exercisable during the Optionee's lifetime only by him. This option 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,
<PAGE> 5
-5-
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 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.
Section 9. GOVERNING LAW. This Agreement shall be governed by, and
construed and enforced in accordance with, the substantive law of the
Commonwealth of Massachusetts.
Section 10. ENTIRE AGREEMENT, MODIFICATION. 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 provision
hereof be waived, except by a further written agreement duly signed by each of
the parties.
Section 11. 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 12. INTERPRETATION AND CONSTRUCTION. Any interpretation or
construction of this Option Agreement by the Company's Stock Option 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.
Section 13. 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 14. REQUIRED APPROVALS. This option is granted pursuant to and
subject to all of the terms and conditions of the 1991 Non-Employee Director
Stock Option Plan, as amended and restated by the Board of Directors of the
Company on December 3, 1996, and as duly approved by the stockholders of the
Company on February 26, 1997, and which is incorporated herein by reference.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 6
-6-
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
Witnesses: Hadco Corporation
By:
- ----------------------------------- -----------------------------
- ----------------------------------- --------------------------------
Optionee
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated November 15, 1996,
included in Hadco Corporation's Form 10-K for the year ended October 26, 1996
and to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Boston, Massachusetts
February 26, 1997
