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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): FEBRUARY 17, 1998
HADCO CORPORATION
(Exact name of Registrant as specified in its charter)
12A MANOR PARKWAY, SALEM, NEW HAMPSHIRE
(Address of principal executive offices)
03079
(Zip Code)
(603) 898-8000
Registrant's telephone number, including area code
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MASSACHUSETTS 033-95284 04-2393279
State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation
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ITEM 5. OTHER EVENTS.
Hadco Corporation (the "Company") issued the press releases attached as
Exhibits 99.1 and 99.2.
ITEM 7. EXHIBITS.
99.1 Press Release dated February 17, 1998.
99.2 Press Release dated February 17, 1998.
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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
By: /s/ TIMOTHY LOSIK
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TIMOTHY LOSIK
CHIEF FINANCIAL OFFICER
February 18, 1998
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Exhibit 99.1
SALEM, N.H. Feb. 17, 1998 /PRNewswire/ -- Hadco Corporation (Nasdaq: HDCO)
announced today that it agreed to acquire Continental Circuits Corporation
(Nasdaq: CCIR) for $23.90 per share, approximately $185 million in cash, plus
the assumption of approximately $33 million in debt. In addition Frederick G.
McNamee, III, Chairman, President and Chief Executive Officer of Continental
Circuits, has agreed to reinvest in the combined company and has agreed to enter
into an employment contract.
Mr. McNamee, along with other executives of Continental Circuits including
James Buchanan, Vice President of Marketing and Sales, Steven Lach, Vice
President of Operations, and Gerome Wilson, General Manager of the Austin, Texas
facility have signed a Stock Holders Agreement agreeing to vote, any shares they
may be entitled to vote, in favor of the transaction and to tender their shares
in the offering.
The acquisition of Continental Circuits, a leading manufacturer of complex
multilayer printed circuits, will consolidate with Hadco's position as the
largest publicly owned interconnect circuit producer in North America, and one
of the largest in the world. In addition, it will improve Hadco's position in
the complex multilayer circuit board segment, one of the fastest growing
segments of the interconnect industry.
Andy Lietz, Chief Executive Officer and President of Hadco, stated, "Our
objective is to enhance our leadership position in the global interconnect
market. With the worldwide proliferation of complex electronic products, the
increased scale of operations provided by the Hadco and Continental Circuits
combination will allow Hadco to offer the greatest array of technologically
advanced interconnect products in the world. On a geographic basis, the
acquisition of Continental Circuits provides us with a significant Southwest
presence in volume and quick-turn prototype production of high quality printed
circuits. Regarding customer base, Continental Circuits has developed many long
term relationships with leading companies in the electronic industry that will
be very complimentary to Hadco's customer base. The acquisition is a key element
in Hadco's long-term growth strategy."
Rick (Frederick) McNamee, Chairman, President and Chief Executive Officer
of Continental Circuits, stated, "With the combination of Hadco and Continental
Circuits, we will unite the efforts of two of the stronger and more
technologically advanced interconnect manufacturers in North America. The
companies will have the opportunity to continue their research and technology
development together, which will help Hadco better serve the combined customer
base. In addition, we believe Hadco represents an excellent opportunity for our
employees to benefit from the additional growth prospects in the electronics
industry."
Headquartered in Phoenix, AZ Continental Circuits manufactures complex
multilayer printed circuits. Markets served include original equipment
manufacturers and contract assemblers in the computer, communications,
instrumentation and industrial control industries.
Hadco is the largest manufacturer of advanced electronic interconnect
products in North America. The Company offers a wide array of sophisticated
manufacturing, engineering and systems integration services to meet its
customers electronic interconnect needs. The Company's principal products are
complex multilayer rigid printed circuits and backplane assemblies. Hadco
provides customers with a range of products and services that includes
development, design, quick-turn prototype, pre-production, volume products, and
backplane assembly. Hadco's customers are a diverse group of original equipment
manufacturers and contract manufacturers in the computing (mainly workstations,
servers, mainframes, storage and notebooks), data communications /
telecommunications and industrial automation industries, including process
controls, automotive, medical and instrumentation. The Company operates ten
facilities, with nine facilities in the United States and one facility in
Malaysia.
Except for the historical information contained in this press release
(including pricing, net revenue, net income, and operating expectations) there
may be forward looking statements that involve risks and uncertainties. Factors
that could cause actual results to differ materially from forward looking
statements include, but are not limited to, general economic conditions,
business conditions in the electronics industry, demand for the company's
products, and other risks and uncertainties described in reports and other
documents filed by the company from time to time with the Securities and
Exchange Commission.
A conference call will take place at 10:00 a.m. EST on February 17, 1998
Dial-in number is 415-904-7331. Replay will be available until 11:00 a.m. EST on
February 19, 1998 by calling 1-800-633-8284 with the reservation number
379 8064.
Hadco Corporation's press releases are available through Company News
On-Call by fax at 800-758-5804, PIN #390325, or on the Internet at
http://www.hadco.com:8080/
/CONTACT: Timothy P. Losik, Vice President and Chief Financial Officer of
HADCO, 603-898-8000, [email protected]/
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Exhibit 99.2
SALEM, N.H., Feb. 17, 1998 /PRNewswire/ -- HADCO Corporation (Nasdaq: HDCO)
today reported financial results for its first quarter ended January 31, 1998.
Net sales for the first quarter were $198.3 million, net income was $12.1
million, and diluted earnings per share were $0.90. In the same quarter a year
ago, not including the Zycon acquisition, net sales were $111.5 million, and
before deducting the non-recurring $78 million write-off relating to the
acquisition of Zycon, net income was $8.8 million and diluted earnings per share
was $0.81. Comparing these two periods, net sales increased 78%, net income
increased 38%, and diluted earnings per share increased 11%.
On a pro-forma basis, assuming the acquisition of Zycon had occurred
immediately prior to the beginning of the first quarter of 1997, net sales for
that quarter would have been $172.5 million, net income $7.9 million, and
diluted earnings per share $0.72. Comparing these pro-forma figures with the
first quarter of 1998, net sales increased 15%, net income increased 53%, and
diluted earnings per share increased 25%.
Backlog at the end of the first quarter was $112.8 million, versus $122.2
million for the previous quarter.
Andy Lietz, President and CEO, said "we are very pleased with the record
attainment in net sales, and net income. Demand for all of our product offerings
increased significantly over the previous quarter. Our backplane assembly net
sales increased 39% over the same period a year ago, and increased 32% over the
previous quarter. Net sales from our HDI products (high density interconnect or
_chip carriers_) increased 63% over the previous quarter. Printed circuit net
sales increased 13% over the previous quarter, and pricing on these products did
not change materially from the previous quarter."
Hadco is the largest manufacturer of advanced electronic interconnect
products in North America. The Company offers a wide array of sophisticated
manufacturing, engineering and systems integration services to meet its
customers' electronic interconnect needs. The Company's principal products are
complex multilayer rigid printed circuits and backplane assemblies. Hadco
provides customers with a range of products and services that includes
development, design, quick-turn prototype, pre-production, volume products, and
backplane assembly. Hadco's customers are a diverse group of original equipment
manufacturers and contract manufacturers in the computing (mainly workstations,
servers, mainframes, storage and notebooks), data communications /
telecommunications and industrial automation industries, including process
controls, automotive, medical and instrumentation. The Company operates ten
facilities, with nine facilities in the United States and one facility in
Malaysia.
Except for the historical information contained in this press release
(including pricing, net revenue, net income, and operating expectations) there
may be forward looking statements that involve risks and uncertainties. Factors
that could cause actual results to differ materially from forward looking
statements include, but are not limited to, general economic conditions,
business conditions in the electronics industry, demand for the company's
products, and other risks and uncertainties described in reports and other
documents filed by the company from time to time with the Securities and
Exchange Commission.
A conference call will take place at 10:00 a.m. EST on February 17, 1998.
Dial in number is 415 904 7331. Replay will be available beginning at 11:00 a.m.
on February 17th through February 19th at 11:00 a.m. by calling 800-633-8284
with the reservation number 379 8064.
Hadco Corporation's press releases are available through Company News
On-Call by fax at 800-758-5804, PIN# 390325, or on the Internet at
http://www.hadco.com:8080/
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HADCO CORPORATION
Table A
Condensed Financial Highlights (in thousands except per share data)
(unaudited)
Three Months Ended
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1/25/97 1/31/98
Actual Pro-Forma(1) Actual
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Consolidated Summary Statements of Operations:
Net Sales $111,536 $172,547 $198,274
Gross Profit $ 26,377 $ 34,738 $ 39,067
Write off in-process R&D $(78,000)
Income from Operations $(62,443) $ 17,977 $ 21,284
Net Income $(69,161) $ 7,900 $ 12,127
Weighted Average Shares
outstanding
Basic 10,413 10,413 13,096
Diluted 10,413 10,944 13,505
Earnings Per Share
Basic $ (6.64) $ 0.76 $ 0.93
Diluted $ (6.64) $ 0.72 $ 0.90
Other Data:
Capital Expenditures $ 11,011 $ 17,939 $ 19,366
Interest Expense $ 933 $ 4,669 $ 2,099
Consolidated Balance Sheet Data:
Working capital $ 22,072 $ 66,517
Total Assets $448,554 $526,243
Long-term debt and
capital lease
obligations, net of
current portion $228,168 $118,769
Stockholders Investment $ 71,057 $253,077
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(1) Gives effect to the acquisition of Zycon assuming such transaction had
occurred on October 29, 1995.
/CONTACT: Timothy P. Losik, Vice President and Chief Financial Officer of
HADCO, 603-898-8000, [email protected]
