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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): March 28, 2000
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
MASSACHUSETTS 0-12102 04-2393279
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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ITEM 5. OTHER EVENTS
Hadco Corporation (the "Company") held a meeting of the Board of
Directors on March 24, 2000 at which the Company was authorized to enter into
Amendment No. 2, dated as of March 28, 2000 (the "Amendment"), to the Rights
Agreement, dated as of August 22, 1995 between the Company and The First
National Bank of Boston, as amended by Amendment No. 1 dated March 18, 2000. A
copy of the Amendment is attached as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) Exhibits
Amendment No. 2, dated as of March 28, 2000, to the Rights
Agreement, dated as of August 22, 1995 between Hadco Corporation and
The First National Bank of Boston, as amended by Amendment No. 1 dated
March 18, 2000.
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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
March 29, 2000 By: /s/ Patricia Randall
------------------------------------
Patricia Randall
Vice President
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
- ----------- -------
99.1 Amendment No. 2, dated as of March 28, 2000, to the Rights
Agreement, dated as of August 22, 1995 between Hadco Corporation
and The First National Bank of Boston, as amended by Amendment
No. 1 dated March 18, 2000.
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EXHIBIT 99.1
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT NO. 2, dated as of March 28, 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, as amended by Amendment
No. 1 dated March 18, 2000 (as so amended, 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 24, 2000, the Board authorized and approved the
further 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 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 thirtieth 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. 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
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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).
2. Except as amended hereby, the Rights Agreement shall continue in
full force and effect.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
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 -
Finance and Administration
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
