<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
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
------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 04-2393279
----------------------- -------------------
(State of Incorporation (IRS Employer
or Organization) Identification No.)
12A Manor Parkway, Salem, New Hampshire 03079
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box: [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check 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
------------------- ------------------------------
Common Stock New York Stock Exchange
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
-----------------------------------------------------------------
(Title of Class)
<PAGE> 2
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(b) of the Exchange Act and as amended
by the Registrant's Registration Statement on Form 8-A, File No. 0-12102, filed
on March 20, 2000 pursuant to Section 12(b) of the Exchange Act and as amended
by the Registrant's Registration Statement on Form 8-A, File No. 0-12102, filed
on March 29, 2000 pursuant to Section 12(b) of the Exchange Act. The Registrant
held a meeting of the Board of Directors on April 17, 2000 at which the
Registrant was authorized to enter into Amendment No. 3, dated as of April 17,
2000, to the Rights Agreement, dated as of August 22, 1995 between the
Registrant and The First National Bank of Boston, as amended by Amendment No. 1
dated March 18, 2000 and as amended by Amendment No. 2 dated March 28, 2000.
Item 2. Exhibits
Exhibit No. Exhibit
- ----------- -------
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 (filed as
Exhibit 2 to the Registration Statement on Form 8-A, File No.
0-12102, filed on March 20, 2000 and incorporated herein by
reference).
3. 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 (filed as Exhibit 2 to the
Registration Statement on Form 8-A, File No. 0-12102, filed on
March 29, 2000 and incorporated herein by reference).
4. Amendment No. 3, dated as of April 17, 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 and Amendment No. 2 dated
March 28, 2000.
<PAGE> 3
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/ F. Gordon Bitter
---------------------------------------
Name: F. Gordon Bitter
Title: Senior Vice President and
Chief Financial Officer
Date: April 17, 2000
<PAGE> 1
Exhibit 4
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
AMENDMENT NO. 3, dated as of April 17, 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 and as amended by Amendment No. 2 dated March 28,
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 April 17, 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 in Section 1(a) shall be amended and
restated in its entirety as follows:
"Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person,
shall be the Beneficial Owner of more than 20% of the shares
of Common Stock then outstanding, but shall not include the
following Persons (each individually called an "Exempt
Person"): (i) the Company or any Subsidiary of the Company,
(ii) any employee benefit plan of the Company or of any
Subsidiary of the Company, (iii) any Person or entity
organized, appointed or established by the Company for or
pursuant to the terms of any such plan, (iv) Horace H. Irvine
II, Andrea P. Irvine and John O. Irvine (including any spouses
of any of the foregoing Persons; any lineal descendants,
including children
<PAGE> 2
and adopted children, of any of the foregoing Persons or of
any of their spouses; and, in addition to but not in
limitation of the foregoing, any donees that are blood
relatives of any of the foregoing Persons or of any of their
spouses) and any or all of his or her or their heirs, personal
representative(s), trustee(s), executor(s), administrator(s)
and estates, as well as any trust created in the past or
future by or for the benefit of any or all of the foregoing
Persons referred to in this Section 1(a)(iv) (including any
trustees or successor trustees of any such trusts or any
successor trusts thereto), except that Horace H. Irvine II
shall not be deemed an Exempt Person at any time as he (not
including any of the other Persons referred to in this Section
1(a)(iv)) should acquire (except by reason of any inheritance
or gift from any Person, or by reason of any acquisition from
any spouse and/or child and/or sibling of his) the outstanding
Beneficial Ownership of an additional 1% or more of the
outstanding Common Stock of the Company beyond that of which
he (not including any of the other Persons referred to in this
Section 1(a)(iv)) has Beneficial Ownership on August 22, 1995,
and further provided that any percentage increase in his
Beneficial Ownership of outstanding Common Stock of the
Company by reason of share purchases by the Company shall not
be deemed to be part of any such additional 1% or more or (v)
Sanmina Corporation, a Delaware corporation, and/or any of its
subsidiaries.
2. That Section 7(a) shall be amended and restated in its
entirety as follows:
Subject to Section 7(e) hereof, the registered holder of any
Rights Certificate may exercise the rights evidenced thereby
(except as otherwise provided herein including, without
limitation, the restrictions set forth in Section 9(c),
Section 11(a)(iii) and Section 23(a) hereof) in whole or in
part at any time after the Distribution Date upon surrender of
the Rights Certificate, with the form of election to purchase
set forth on the reverse side thereof and the certificate
contained therein completed and duly executed, to the Rights
Agent at the office of the Rights Agent designated for such
purpose, together with payment of the aggregate Purchase Price
with respect to the total number of shares of Common Stock (or
other securities, cash or other assets, as the case may be) as
to which such surrendered Rights are then exercisable, at or
prior to the earlier of (i) the Final Expiration Date, (ii)
the time at which the Rights are redeemed as provided in
Section 23 hereof, (iii) the time at which the Rights expire
pursuant to Section 13(d) hereof, (iv) the time at which such
Rights are exchanged as provided in Section 26 hereof, or (v)
immediately prior to the Effective Time, as defined in the
Agreement and Plan of Merger, dated as of April 17, 2000 among
Sanmina Corporation, a Delaware corporation ("Sanmina"), a
wholly owned subsidiary of Sanmina and the Company, as may be
amended from time to time (the earliest of (i), (ii), (iii),
(iv) or (v) being herein referred to as the "Expiration
Date").
<PAGE> 3
3. Except as amended hereby, the Rights Agreement shall continue
in full force and effect.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3
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
----------------------------- ------------------------------------
Name: Patricia Randall Name: F. Gordon Bitter
Title: Vice President Title: Sr. Vice President and CFO
Attest: FLEET NATIONAL BANK (As successor to
The First National Bank of Boston)
By: /s/ Paul L. Eori By: /s/ Katherine Anderson
----------------------------- ------------------------------------
Name: Paul L. Eori Name: Katherine Anderson
Title: Senior Account Manager Title: Managing Director
