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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HADCO CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
MASSACHUSETTS 04-2393279
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
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12A MANOR PARKWAY
SALEM, NEW HAMPSHIRE 03079
(603) 898-8000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ANDREW E. LIETZ
CHIEF EXECUTIVE OFFICER
HADCO CORPORATION
12A MANOR PARKWAY
SALEM, NEW HAMPSHIRE 03079
(603) 898-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO
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STEPHEN A. HURWITZ, ESQ. PETER B. TARR, ESQ.
TESTA, HURWITZ & THIBEAULT, LLP HALE AND DORR, LLP
HIGH STREET TOWER 60 STATE STREET
125 HIGH STREET BOSTON, MA 02109
BOSTON, MA 02110 (617) 526-6000
(617) 248-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable following the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-21977
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.05 per
share(3)............................ 345,000 $56.39 $ 19,454,550(2) $ 5,896
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(1) Includes 45,000 shares of Common Stock which the Underwriters may purchase
to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based on the average of the high and low sales
prices on June 4, 1997, as reported on the Nasdaq National Market.
(3) Includes associated Stock Purchase Rights.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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This Registration Statement is being filed with respect to the
registration of additional shares of the common stock, $.05 par value per
share, of Hadco Corporation, a Massachusetts corporation, for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The
contents of the earlier effective registration statement (Registration No.
333-21977)(the "Earlier Registration Statement") are incorporated in this
Registration Statement by reference.
The required opinions and consents are listed on an Exhibit Index
attached hereto and filed herewith.
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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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Salem, State of New Hampshire, on June 4, 1997.
HADCO CORPORATION
By /s/ TIMOTHY P. LOSIK
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TIMOTHY P. LOSIK
Vice President, Chief Financial
Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
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SIGNATURE TITLE DATE
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* Chairman of the Board and Director June 4, 1997
- ---------------------------------
(HORACE H. IRVINE)
* President, Chief Executive Officer and June 4, 1997
- --------------------------------- Director (Principal Executive Officer)
(ANDREW E. LIETZ)
/s/ TIMOTHY P. LOSIK Vice President, Chief Financial Officer June 4, 1997
- --------------------------------- and Treasurer (Principal Financial Officer
(TIMOTHY P. LOSIK) and Principal Accounting Officer)
* Director
- ---------------------------------
(LAWRENCE COOLIDGE)
* Director June 4, 1997
- ---------------------------------
(J. STANLEY HILL)
* Director June 4, 1997
- ---------------------------------
(JOHN F. SMITH)
* Director June 4, 1997
- ---------------------------------
(OLIVER O. WARD)
* Director June 4, 1997
- ---------------------------------
(PATRICK SWEENEY)
* Director June 4, 1997
- ---------------------------------
(JOHN E. POMEROY)
* Director June 4, 1997
- ---------------------------------
(JAMES C. TAYLOR)
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By: /s/ TIMOTHY P. LOSIK
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(TIMOTHY P. LOSIK)
ATTORNEY-IN-FACT
3
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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5 Opinion of Testa, Hurwitz & Thibeault, LLP as to the legality of the
Common Stock to be offered.
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included as part of Exhibit 5).
23.2 Consent of Arthur Andersen LLP, Boston
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Arthur Andersen LLP, San Jose.
24+ Power of Attorney (included on signature page).
- ---------------
+ Filed with the Company's Registration Statement on Form S-3 (Registration No. 333-21977).
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June 4, 1997
Hadco Corporation
12A Manor Parkway
Salem, NH 03079
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We are counsel to Hadco Corporation, a Massachusetts corporation (the
"Company"), and have represented the Company in connection with the preparation
and filing of the Company's Registration Statement on Form S-3, (the
"Registration Statement"), relating to the public offering of up to an aggregate
of 300,000 shares of the Company's common stock, $.05 par value per share (the
"Common Stock"), all of which will be issued and sold to the underwriters by the
Company, and up to 45,000 shares of Common Stock which may be purchased by the
underwriters from the Company to cover over-allotments, if any (collectively,
the "Shares"). The Shares are to be sold by the Company to certain underwriters
(the "Underwriters") represented by Robertson, Stephens & Company LLC, Merrill
Lynch & Co., and Adams, Harkness & Hill, Inc., pursuant to an underwriting
agreement (the "Underwriting Agreement") filed as Exhibit 1.1 to the
Registration Statement.
We have reviewed the corporate proceedings taken by the Board of Directors
of the Company with respect to the authorization and issuance of the Shares. We
have also examined and relied upon originals or copies, certified or otherwise
authenticated to our satisfaction, of all corporate records, documents,
agreements or other instruments of the Company and have made all investigations
of law and have discussed with the Company's officers all questions of fact that
we have deemed necessary or appropriate.
Based upon and subject to the foregoing, we are of the opinion that the
Shares to be issued and sold by the Company have been duly and validly
authorized and, when sold in the manner contemplated by the Underwriting
Agreement (and upon receipt by the Company of payment therefor as provided in
the Underwriting Agreement) will be validly issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to our firm in the Prospectus
contained in the Registration Statement under the caption "Legal Matters."
Very truly yours,
TESTA, HURWITZ & THIBEAULT, LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
registration statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 4, 1997
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EXHIBIT 23.3
The Board of Directors
Hadco Corporation
We consent to the use of our report included herein and to the reference to our
firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
San Jose, California
June 4, 1997
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EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
registration statement.
ARTHUR ANDERSEN LLP
San Jose, California
June 4, 1997
