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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF
THE SECURITIES EXCHANGE ACT OF 1934
Hadco Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 04-2393279
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(State of Incorporation (IRS Employer
or Organization) Identification No.)
12A Manor Parkway, Salem, New Hampshire 03079
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box: [X] the following box: [ ]
Securities Act registration statement file number to which this form relates:
Not applicable
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock New York Stock Exchange
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Information concerning the Registrant's Common Stock Purchase Rights is
contained in the section entitled "Description of Registrant's Securities to be
Registered" contained in the Registrant's Registration Statement on Form 8-A,
File No. 0-12102, filed on August 23, 1995 pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as amended by
the Registrant's Registration Statement on Form 8-A, File No. 0-12102, filed on
September 28, 1999 pursuant to Section 12(g) of the Exchange Act. The Registrant
held a meeting of the Board of Directors on March 18, 2000 at which the
Registrant was authorized to enter into Amendment No. 1, dated as of March 18,
2000, to the Rights Agreement, dated as of August 22, 1995 between the
Registrant and The First National Bank of Boston.
Item 2. EXHIBITS
Exhibit No. Exhibit
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1. Rights Agreement, dated as of August 22, 1995, between Hadco
Corporation and The First National Bank of Boston (filed as
Exhibit 1 to the Registration Statement on Form 8-A, File No.
0-12102, filed on August 23, 1995 and incorporated herein by
reference).
2. Amendment No. 1, dated as of March 18, 2000, to the Rights
Agreement, dated as of August 22, 1995, between Hadco Corporation
and The First National Bank of Boston.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
HADCO CORPORATION
By: /s/ Patricia Randall
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Patricia Randall
Vice President
Date: March 20, 2000
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EXHIBIT 2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of March 18, 2000 (the "AMENDMENT"), to the
RIGHTS AGREEMENT, dated as of August 22, 1995 between HADCO CORPORATION, a
Massachusetts corporation (the "COMPANY"), and THE FIRST NATIONAL BANK OF
BOSTON, a national banking association, as Rights Agent (the "RIGHTS
AGREEMENT"). All terms not otherwise defined herein shall have the meanings
given such terms in the Rights Agreement.
W I T N E S S E T H:
WHEREAS, on August 22, 1995, the Board of Directors of the Company (the
"BOARD") authorized and declared a dividend distribution with respect to each
share of Common Stock of the Company (the "COMMON STOCK") outstanding as of the
close of business on September 11, 1995 constituting the right to purchase one
share of Common Stock of the Company, as reflected in the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may
cause the Rights Agreement to be amended at any time prior to the Final
Amendment Date (as defined in the Rights Agreement) without the approval of any
holders of certificates representing shares of Common Stock; and
WHEREAS, on March 18, 2000, the Board authorized and approved the amendment
of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. The last sentence of Section 2 shall be amended and restated in its
entirety as follows:
"The Company may from time to time appoint such co-Rights Agents as it
may deem necessary or desirable, upon ten (10) days' prior written
notice to the Rights Agent. The Rights Agent shall have no duty to
supervise, and in no event be liable for, the acts or omissions of any
such co-Rights Agent."
2. The first sentence of Section 3(a) shall be amended and restated in
its entirety as follows:
"Until the earliest of (i) the Close of Business on the tenth day
after the Stock Acquisition Date (or the Close of Business on the
twentieth day after the Stock Acquisition Date as it relates to the
acquisition of shares of Common Stock by J. & W. Seligman & Co.
Incorporated, William C.
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Morris and Seligman Communications & Information Fund, Inc. as
disclosed in their Schedule 13G/A (Amendment No. 7) filed with the
Securities and Exchange Commission on March 9, 2000) (or, if the
aforesaid tenth day after the Stock Acquisition Date occurs before the
Record Date, the Close of Business on the Record Date), (ii) the Close
of Business on the tenth Business Day (or, if such tenth Business Day
occurs before the Record Date, the Close of Business on the Record
Date), or such specified or unspecified later date on or after the
Record Date as may be determined by action of a majority of the
Continuing Directors, after the date that a tender offer or exchange
offer by any Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or of any Subsidiary
of the Company, or any Person or entity organized, appointed or
established by the Company for or pursuant to the terms of any such
plan) is first published or sent or given within the meaning of Rule
14d-2(a) of the General Rules and Regulations under the Exchange Act,
if upon consummation thereof for the maximum number of shares that may
be purchased thereunder, such Person would be the Beneficial Owner of
25% or more of the shares of Common Stock then outstanding or (iii)
the Close of Business on the tenth Business Day after an Adverse
Person Event (the earliest of (i), (ii) and (iii) being herein
referred to as the "Distribution Date"), (x) the Rights will be
evidenced (subject to the provisions of paragraph (b) of this Section
3) by the certificates for the Common Stock registered in the names of
the holders of the Common Stock (which certificates for Common Stock
shall be deemed also to be certificates for Rights) and not by
separate certificates, and (y) the Rights will be transferable only in
connection with the transfer of the underlying shares of Common Stock
(including a transfer to the Company).
3. Except as amended hereby, the Rights Agreement shall continue in full
force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be duly executed, all as of the day and year first above written.
Attest: HADCO CORPORATION
By: /s/ Patricia Randall By: /s/ F. Gordon Bitter
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Name: Patricia Randall Name: F. Gordon Bitter
Title: Vice President Title: Senior Vice President and
Chief Financial Officer
Attest: FLEET NATIONAL BANK (As successor to
The First National Bank of Boston)
By: /s/ Stephen M. Plefka By: /s/ Carol A. Mulvey-Eori
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Name: Stephen M. Plefka Name: Carol A. Mulvey-Eori
Title: Senior Account Manager Title: Managing Director
