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SECURITIES AND EXCHANGE COMMISSION
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): March 20, 1998
Hadco Corporation
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 0-12102 04-2393279
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
Incorporation)
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.
On March 20, 1997, Hadco Acquisition Corp. II (the "Purchaser"), a
Delaware corporation and a direct, wholly owned subsidiary of Hadco Corporation,
a Massachusetts corporation and the Registrant herein (the "Parent"), purchased
7,276,708 (or approximately 98 percent) of the outstanding shares of common
stock, $.01 par value (the "Continental Common Stock"), of Continental Circuits
Corp. (the "Company"), a Delaware corporation, for $23.90 per share, net to the
seller in cash or an aggregate purchase price of $174 million. The acquisition
was made pursuant to a tender offer by the Purchaser and the Parent, to purchase
all of the outstanding shares of Continental Common Stock at $23.90 per share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated February 20, 1998 (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 February 16, 1998, 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 Continental 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 $23.90 in cash, without interest and less any required
withholding taxes.
On February 16, 1998, the Parent, the Purchaser, the Company and the
holders of approximately 7 percent of the shares of Continental Common Stock
entered into a Stockholders Agreement (the "Stockholders Agreement"), pursuant
to which, among other things, such holders severally (i) agreed to tender shares
beneficially owned by them in the Offer, and (ii) agreed to vote their shares of
Continental Common Stock in a certain manner under certain circumstances.
The purchase price for the shares of Continental 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 $400 million
senior revolving credit facility, among the Parent, the banks thereto, and
BankBoston, N.A., Individually and as Agent.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(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 undertakes to
file such required statements and information by amendment to
this Current Report on Form 8-K on or prior to March 25, 1998.
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(c) EXHIBITS
2.1 Agreement and Plan of Merger dated as of February 16, 1998 (filed
as Exhibit (c)(1) to the Schedule 14D-1 filed by the Registrant on
February 20, 1998 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 February 20, 1998
and incorporated herein by reference).
2.3 Amendment No. 1 to Agreement and Plan of Merger dated as of March
13, 1998 among the Registrant, Hadco Acquisition Corp. II and
Continental Circuits Corp. (filed as Exhibit (c)(3) to Amendment
No. 1 to the Schedule 14D-1 filed by the Registrant on February
20, 1998 and incorporated herein by reference).
10.1 Amended and Restated Revolving Credit Agreement dated as of
December 8, 1997 between the Registrant and BankBoston, N.A.
(filed as Exhibit (b) to the Schedule 14D-1 filed by the
Registrant on February 20, 1998 and incorporated herein by
reference).
10.2 First Amendment and Modification Agreement by and among the
Registrant and BankBoston, N.A. dated as of March 19, 1998
amending the Amended and Restated Revolving Credit Agreement
(filed as Exhibit (b)(2) to the Amendment No. 2 to the Schedule
14D-1 filed by the Registrant on February 20, 1998 and
incorporated herein by reference).
10.3 Guaranty dated as of March 19, 1998 by Purchaser in favor of
BankBoston, N.A. (filed as Exhibit (b)(3) to the Amendment No. 2
to the Schedule 14D-1 filed by the Registrant on February 20, 1998
and incorporated herein by reference).
10.4 Stock Pledge Agreement dated as of March 19, 1998 by Purchaser in
favor of BankBoston, N.A. (filed as Exhibit (b)(4) to the
Amendment No. 2 to the Schedule 14D-1 filed by the Registrant on
February 20, 1998 and incorporated herein by reference).
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10.5 Confirmation of Guaranty made as of March 20, 1998 by Purchaser in
favor of BankBoston, N.A. (filed as Exhibit (b)(5) to the
Amendment No. 2 to the Schedule 14D-1 filed by the Registrant on
February 20, 1998 and incorporated herein by reference).
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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: March 26, 1998 By: /s/ Timothy P. Losik
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Timothy P. Losik
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
2.1 Agreement and Plan of Merger dated as of February 16, 1998
(filed as Exhibit (c)(1) to the Schedule 14D-1 filed by the
Registrant on February 20, 1998 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
February 20, 1998 and incorporated herein by reference).
2.3 Amendment No. 1 to Agreement and Plan of Merger dated as of
March 13, 1998 among the Registrant, Hadco Acquisition Corp.
II and Continental Circuits Corp. (filed as Exhibit (c)(3)
to Amendment No. 1 to the Schedule 14D-1 filed by the
Registrant on February 20, 1998 and incorporated herein by
reference).
10.1 Amended and Restated Revolving Credit Agreement dated as of
December 8, 1997 between the Registrant and BankBoston, N.A.
(filed as Exhibit (b) to the Schedule 14D-1 filed by the
Registrant on February 20, 1998 and incorporated herein by
reference).
10.2 First Amendment and Modification Agreement by and among the
Registrant and BankBoston, N.A. dated as of March 19, 1998
amending the Amended and Restated Revolving Credit Agreement
(filed as Exhibit (b)(2) to the Amendment No. 2 to the
Schedule 14D-1 filed by the Registrant on February 20, 1998
and incorporated herein by reference).
10.3 Guaranty dated as of March 19, 1998 by Purchaser in favor of
BankBoston, N.A. (filed as Exhibit (b)(3) to the Amendment
No. 2 to the Schedule 14D-1 filed by the Registrant on
February 20, 1998 and incorporated herein by reference).
10.4 Stock Pledge Agreement dated as of March 19, 1998 by
Purchaser in favor of BankBoston, N.A. (filed as Exhibit
(b)(4) to the Amendment No. 2 to the Schedule 14D-1 filed by
the Registrant on February 20, 1998 and incorporated herein
by reference).
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10.5 Confirmation of Guaranty made as of March 20, 1998 by
Purchaser in favor of BankBoston, N.A. (filed as Exhibit
(b)(5) to the Amendment No. 2 to the Schedule 14D-1 filed by
the Registrant on February 20, 1998 and incorporated herein
by reference).
