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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 securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box: [X] 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
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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(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. The Registrant
held a meeting of the Board of Directors on March 24, 2000 at which the
Registrant was authorized to enter into Amendment No. 2, dated as of March 28,
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.
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 (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. Amended 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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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
Date: March 29, 2000 By: /s/ Patricia Randall
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Patricia Randall
Vice President
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EXHIBIT 3
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
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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).
2. 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. 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
