<PAGE> 1
As filed with the Securities and Exchange Commission on April 14, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HADCO CORPORATION
-----------------
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
-------------
(State or Other Jurisdiction of Incorporation or Organization)
04-2393279
----------
(I.R.S. Employer Identification No.)
12A Manor Parkway, Salem, New Hampshire 03079
---------------------------------------------
(Address of Principal Executive Offices)
HADCO CORPORATION
OUTSIDE DIRECTORS' COMPENSATION
PLAN OF 2000
-------------------------------
(Full Title of the Plan)
Stephen A. Hurwitz, Esq.
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, Massachusetts 02110
-------------------------------
(Name and Address of Agent for Service of Process)
617-248-7000
------------
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title Of Securities To Amount To Be Offering Price Per Aggregate Amount of
Be Registered Registered Share Offering Price Registration Fee
---------------------- ------------ ------------------ ---------------- ----------------
<S> <C> <C> <C> <C>
Common Stock
(Par Value $.05) 1,056 $56.63 (1) $ 59,801.28 $ 15.79
Common Stock 48,944 $62.22 (2) $3,045,234.50(2) $803.96
(Par Value $.05)
</TABLE>
(1) Such shares were issued as stock awards pursuant to the Hadco Corporation
Outside Directors' Compensation Plan of 2000 at a fair market value of $56.63.
Pursuant to Rule 457(h), the aggregate offering price and the fee have been
computed based on such fair market value.
(2) The price of $62.22 per share, which is the average of the high and low
prices reported on The New York Stock Exchange on April 12, 2000, is set
forth solely for purposes of calculating the filing fee pursuant to Rule
457(h) and has been used only for those shares without a fixed exercise or
purchase price.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.
The documents containing the information specified in this Item 1 will be
sent or given to directors as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Securities and Exchange Commission (the
"Commission") and the instructions to Form S-8, such documents are not being
filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Item 2 will be
sent or given to directors as specified by Rule 428(b). In accordance with the
rules and regulations of the Commission and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission are incorporated by
reference in this registration statement:
(a) Registrant's Annual Report on Form 10-K, File No. 0-12102, for the fiscal
year ended October 30, 1999;
(b) Registrant's Quarterly Report on Form 10-Q, File No. 0-12102, for the
fiscal quarter ended January 28, 2000; and
(c) 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 May 4, 1984 pursuant to Section 12(g) of
the Securities Exchange Act of 1934 (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
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<PAGE> 3
to Section 12(b) of the Exchange Act, and incorporating by reference the
information contained in the Registrant's registration statement on Form
S-1, File No. 2-86810, and as changed by the Registrant's Restated Articles
of Organization, filed as Exhibit 3.1 to the Registrant's Registration
Statement No. 333-21977 on Form S-3, as amended by the Amendment to the
Restated Articles of Organization of Registrant, filed as Exhibit 3.1 to
the Registrant's Quarterly Report on Form 10-Q, File No. 0-12102, for the
fiscal quarter ended January 31, 1998.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part thereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Article V, Section 2 of the By-Laws of the Registrant,
to Section 67 of the Massachusetts Business Corporation Law and the Registrant's
Restated Articles of Organization, as amended.
Article V, Section 2 of the Registrant's By-Laws provides:
"2. Indemnification. Each Director, officer, employee and other agent of the
corporation, and any person who, at the request of the corporation, serves as a
director, officer, employee or other agent of another organization in which the
corporation directly or indirectly owns shares or of which it is a creditor
shall be indemnified by the corporation against any cost, expense (including
attorney's fees), judgment, liability and/or amount paid in settlement
reasonably incurred by or imposed upon him in connection with any action, suit
or proceeding (including any proceeding before any administrative or legislative
body or agency), to which he may be made a party or otherwise involved or with
which he shall be threatened, by reason of his being, or related to his status
as, a director, officer, employee or other agent of the corporation or of any
other organization in which the corporation directly or indirectly owns shares
or of which the corporation is a creditor, which other organization he serves or
has served as director, officer, employee or other agent at the request of the
corporation (whether or not he
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<PAGE> 4
continues to be an officer, director, employee or other agent of the corporation
or such other organization at the time such action, suit or proceeding is
brought or threatened), unless such indemnification is prohibited by the
Business Corporation Law of the Commonwealth of Massachusetts. The foregoing
right of indemnification shall be in addition to any rights to which any such
person may otherwise be entitled and shall inure to the benefit of the executors
or administrators of each such person. The corporation may pay the expenses
incurred by any such person in defending a civil or criminal action, suit or
proceeding in advance of the final disposition of such action, suit or
proceeding, upon receipt of an undertaking by such person to repay such payment
if it is determined that such person is not entitled to indemnification
hereunder. This section shall be subject to amendment or repeal only by action
of the stockholders."
Section 67 of Chapter 156B of the Massachusetts Corporation Law provides:
"Indemnification of directors, officers, employees and other agents of a
corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by it
to whatever extent shall be specified in or authorized by (i) the articles of
organization or (ii) a by-law adopted by the stockholders or (iii) a vote
adopted by the holders of a majority of the shares of stock entitled to vote on
the election of directors. Except as the articles of organization or by-laws
otherwise require, indemnification of any persons referred to in the preceding
sentence who are not directors of the corporation may be provided by it to the
extent authorized by the directors. Such indemnification may include payment by
the corporation of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he shall be adjudicated to be not entitled to indemnification under this
section which undertaking may be accepted without reference to the financial
ability of such person to make repayment. Any such indemnification may be
provided although the person to be indemnified is no longer an officer, director
employee or agent of the corporation or of such other organization or no longer
serves with respect to any such employee benefit plan.
No indemnification shall be provided for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with respect to any employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
The absence of any express provision for indemnification shall not limit
any right of indemnification existing independently of this section.
A corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or other agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or
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<PAGE> 5
other agent of another organization or with respect to any employee benefit
plan, against any liability incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability."
The Registrant's Restated Articles of Organization, as amended, provide:
"The Corporation eliminates the personal liability of each director to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director notwithstanding any statutory provision or other law imposing
such liability; provided, that nothing in this paragraph shall eliminate or
limit the liability of a director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or knowing violation of
law, (iii) under Section sixty-one or sixty-two of Chapter 156B of the
Massachusetts General Laws, or (iv) for any transaction from which the director
derived an improper personal benefit."
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Restated Articles of Organization of
Registrant (filed as Exhibit 3.1 to the
Registration Statement No. 333-21977 on
Form S-3 and incorporated herein by reference)
4.2 By-Laws of Registrant, as amended (filed as
Exhibit 3.2 to the Registration Statement
No. 333-21977 on Form S-3 and incorporated
herein by reference)
4.3 Amendment to Restated Articles of Organization
of Registrant dated March 4, 1998 (filed as
Exhibit 3.1 to Quarterly Report on Form 10-Q,
File No. 0-12102, for the quarter ended
January 31, 1998 and incorporated herein by
reference)
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<PAGE> 6
4.4 Hadco Corporation Outside Directors'
Compensation Plan of 2000
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Testa, Hurwitz & Thibeault, LLP
(included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included as part of the signature
page of this Registration Statement)
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
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<PAGE> 7
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Salem and the State of New Hampshire, on this 14th
day of April, 2000.
HADCO CORPORATION
By: /s/ Andrew E. Lietz
---------------------------
Andrew E. Lietz
President, Chief Executive
Officer and Director
POWER OF ATTORNEY
EACH PERSON WHOSE SIGNATURE appears below hereby constitutes and appoints
Andrew E. Lietz and F. Gordon Bitter each of them, with full power to act
without the other, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead in any and all capacities (until revoked in writing) to sign all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8 of Hadco Corporation, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission or any state securities commission or other governmental
entity pertaining to such registration and sale, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute, may lawfully do or cause to be done by virtue hereof
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Horace H. Irvine II Chairman of the Board and
- ------------------------------- Director April 14, 2000
(Horace H. Irvine II)
/s/ Andrew E. Lietz President, Chief Executive
- ------------------------------- Officer and Director (Principal April 14, 2000
(Andrew E. Lietz) Executive Officer)
/s/ F. Gordon Bitter Senior Vice President, Chief April 14, 2000
- ------------------------------- Financial Officer and
(F. Gordon Bitter) Treasurer (Principal Financial Officer
and Principal Accounting Officer)
/s/ Oliver O. Ward Director April 14, 2000
- -------------------------------
(Oliver O. Ward)
/s/ John F. Smith Director April 14, 2000
- -------------------------------
(John F. Smith)
/s/ John E. Pomeroy Director April 14, 2000
- -------------------------------
(John E. Pomeroy)
/s/ James C. Taylor Director April 14, 2000
- -------------------------------
(James C. Taylor)
/s/ Mauro J. Walker Director April 14, 2000
- -------------------------------
(Mauro J. Walker)
/s/ Gilbert M. Roddy, Jr. Director April 14, 2000
- -------------------------------
(Gilbert M. Roddy, Jr.)
</TABLE>
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<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Restated Articles of Organization of Registrant
(filed as Exhibit 3.1 to the Registration Statement
No. 333-21977 on Form S-3 and incorporated herein by
reference)
4.2 By-Laws of Registrant, as amended (filed as
Exhibit 3.2 to the Registration Statement
No. 333-21977 on Form S-3 and incorporated herein by
reference)
4.3 Amendment to Restated Articles of Organization of
Registrant dated March 4, 1998 (filed as Exhibit 3.1
to Quarterly Report on Form 10-Q, File No. 0-12102,
for the quarter ended January 31, 1998 and
incorporated herein by reference)
4.4 Hadco Corporation Outside Directors' Compensation
Plan of 2000
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included
in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included as part of the signature
page to this Registration Statement)
</TABLE>
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<PAGE> 1
EXHIBIT 4.4
HADCO CORPORATION
OUTSIDE DIRECTORS' COMPENSATION PLAN OF 2000
1. PURPOSE AND ESTABLISHMENT
Hadco Corporation (the "Company"), hereby establishes the Hadco Corporation
Outside Directors' Compensation Plan of 2000 (the "Plan") for those directors of
the Company who are neither officers nor employees of the Company. All an
eligible director's annual fee will be paid in Restricted Stock of the Company
and all or a portion of the Additional Director Fees (hereinafter defined) may
be paid in Restricted Stock of the Company at the option of the director. The
Plan also provides the opportunity for eligible directors to request that the
Company defer payment of that portion of the annual fee or Additional Director
Fees taken as shares of Restricted Stock of the Company, and further allows such
directors to defer Additional Director Fees taken as cash payments, as described
more fully below. The purposes of this Plan are to align the interests of such
directors more closely with the interests of other shareholders of the Company,
to encourage the highest level of director performance by providing such
directors with a direct interest in the Company's attainment of its financial
goals, and to help attract and retain qualified directors.
2. DEFINITIONS
a. "Additional Director Fees" means all those fees, in addition to the
annual fee, that an Outside Director (hereinafter defined) may be entitled to in
any year of service for attendance at Board or committee meetings and/or serving
as a chairman of a committee.
b. "Board" means the Board of Directors of the Company.
c. "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
d. "Committee" means the Compensation Committee of the Board.
e. "Common Stock Equivalent" means a hypothetical share of Stock which
shall have a value on any date equal to the Fair Market Value of one share of
Stock on that date. The amount distributed to an Outside Director pursuant to
Section 7 hereof shall be that number of shares of Stock equal to the number of
Common Stock Equivalents then in the participating Outside Director's Deferral
Account.
f. "Deferral Account" means the bookkeeping account established by the
Company in respect of each Outside Director pursuant to Section 6.3 hereof and
to which shall be credited the Common Stock Equivalents into which deferred
portions of the annual fee and/or Additional Director Fees are converted, and to
which dividends are credited, and to which deferred cash payments, plus accrued
interest, of the Additional Director Fees are credited pursuant to the Plan.
g. "Effective Date" means the date on which this Plan is approved by the
stockholders of the Company.
h. "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.
i. "Fair Market Value" means as of any applicable date: (i) if the
Company's Stock is actively traded in the established over-the-counter market,
the mean between the bid and asked prices quoted in such over-the-counter market
at the close on the date nearest preceding the applicable date; (ii) if such
Stock is listed on any national exchange, or traded in the NASDAQ National
Market, the mean between the high and low sale prices quoted on such exchange or
market on the trading day nearest preceding the applicable date; or (iii) if the
Stock is not publicly traded, the value as determined from time to time by the
Board.
<PAGE> 2
j. "Outside Director" means a member of the Board who is neither an officer
nor an employee of the Company, who was elected or appointed to the Board in a
manner prescribed in the Bylaws of the Company.
k. "Restricted Stock" means shares of Stock of the Company subject to terms
and conditions as imposed from time to time by the Committee or Board, which
shall include the following:
(i) Restricted Stock awards may not be sold, exchanged, transferred,
pledged, hypothecated or otherwise disposed of except in accordance
with the terms of the Plan and each transfer agent for the Stock shall
be instructed to such effect.
(ii) At such time as the Outside Director ceases to serve on the
Board, or upon such earlier date as the Committee or Board shall
determine, the restrictions imposed by the Plan shall lapse.
l. "Stock" means the $0.05 par value common stock of the Company.
m. "Payment Date" means each of the dates each year on which the Company
pays the annual fee and Additional Director Fees to Outside Directors pursuant
to Section 5.
3. PLAN ADMINISTRATION
3.1 The Board shall have full power and authority to administer, interpret
and construe the Plan, any forms and constructions thereof and any action
thereunder.
3.2 The Committee shall have the power and authority to administer the
Plan, including the power and authority to:
a. Impose such limitations, restrictions, and conditions as shall be
deemed appropriate;
b. Adopt, amend and rescind administrative guidelines and other rules
and regulations relating to the Plan, including the power to change the
dates by which deferral requests must be submitted to the Clerk and the
sole discretion as to whether deferral and distribution requests made under
the Plan are approved; and
c. Make all other determinations and take all other actions necessary
or advisable for the implementation and administration of the Plan.
3.3 Notwithstanding the foregoing, the Committee shall have no authority,
discretion or power to alter any terms or conditions specified in the Plan,
except in the sense of administering the Plan subject to the provisions of the
Plan.
4. STOCK SUBJECT TO THE PLAN
4.1 Number of Shares. There shall be authorized for issuance under the
Plan, in accordance with the provisions of the Plan, 50,000 shares of Stock,
subject to the approval of the stockholders of the Company. This authorization
may be increased from time to time by approval of the Board, subject to the
approval of the stockholders of the Company. The Company shall at all times
during the term of the Plan retain as authorized and unissued Stock at least the
number of shares from time to time required under the provisions of the Plan.
The shares of Stock issuable hereunder shall be authorized and unissued shares
or previously issued and outstanding shares of Stock reacquired by the Company.
4.2 Other Shares of Stock. Any shares of Stock subject to a Common Stock
Equivalent which for any reason are not issued to an Outside Director shall
automatically become available again for use under the Plan.
<PAGE> 3
4.3 Adjustments Upon Changes in Stock. If there shall be any change in the
Stock of the Company, through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, spin-off, split up, dividend in
kind or other change in the corporate structure, appropriate adjustments shall
be made by the Committee (or if the Company is not the surviving corporation in
any such transaction, the board of directors of the surviving corporation) in
the aggregate number and kind of shares subject to the Plan, and the number and
kind of shares which may be issued under the Plan. Appropriate adjustments may
also be made by the Committee in the terms of Common Stock Equivalents under the
Plan to reflect such changes and to modify any other terms on an equitable basis
as the Committee in its discretion determines.
5. PAYMENT OF FEES
5.1 Payment of Annual Fees. Each Outside Director who serves as a director
shall be entitled to payment of an annual fee in such an amount as determined by
the Board from time to time. The entire annual fee shall be distributed to the
Outside Director as Restricted Stock or, if the Outside Director elects to defer
payment as set forth below, shall be credited to the Outside Director's Deferral
Account as Common Stock Equivalents.
5.2 Payment of Additional Director Fees. In addition to the annual fee,
Outside Directors may be entitled to additional fees for attendance at Board or
committee meetings and/or serving as chairman of a committee. Such Additional
Director Fees are in amounts to be set from time to time by the Board. An
Outside Director may choose to accept payment of these Additional Director Fees
in cash or Restricted Stock, and the Outside Director may also elect to have
such cash or Restricted Stock payments deferred as set forth in Section 6.1
below. If the Outside Director fails to make an election regarding the form of
payment, the total amount of the Additional Director Fees shall be paid in cash.
5.3 Payment Dates. All payments, distributions or credits of amounts in
connection with the Outside Director annual fee or Additional Director Fees
shall be made not less than semi-annually. If payments are made semi-annually,
the first payment, distribution or credit is to occur each year on the date of
the annual meeting of the stockholders of the Company and the second payment,
distribution or credit is to occur on the date which is six months after the
date of the annual meeting of the stockholders of the Company.
6. DEFERRAL ELECTIONS
6.1 Deferral Elections for Outside Directors. An Outside Director may
elect, in writing, on or before the last day of the month preceding each annual
meeting of stockholders, on a form to be prescribed by the Clerk of the Company,
the following:
a. To defer the payment of all or any part of the Restricted Stock
payment constituting the Outside Director annual fee to be earned during
the period immediately following the annual meeting of stockholders and
ending on the date of the next succeeding annual meeting of stockholders.
The Outside Director shall specify on the election form the percentage
amount of the Restricted Stock payment constituting the annual fee to be
deferred. Amounts deferred by an Outside Director pursuant to this Section
6.1(a) shall be converted into Common Stock Equivalents in accordance with
Section 6.3.
b. To receive payment of all or a specified percentage of the
Additional Director Fees to be earned during the period immediately
following the annual meeting of stockholders and ending on the date of the
next succeeding annual meeting of stockholders, in Restricted Stock rather
than cash. The Outside Director shall specify on the election form the
percentage amount to be paid in cash and the percentage amount to be paid
in Restricted Stock.
<PAGE> 4
c. To defer the payment of all or any portion of the Additional
Director Fees taken as a cash payment. The Outside Director shall specify
on the election form the percentage amount of the cash payment constituting
the Additional Director Fees to be deferred.
d. To defer the payment of all or any portion of the Additional
Director Fees taken as Restricted Stock payments pursuant to subsection (b)
of this Section. The Outside Director shall specify on the election form
the percentage amount of the Restricted Stock payment constituting the
Additional Director Fees to be deferred. Amounts deferred by an Outside
Director pursuant to this Section 6.1(d) shall be converted into Common
Stock Equivalents in accordance with Section 6.3.
Once made, the election shall remain in effect until revoked by the
participating Outside Director. Such revocation shall become effective for
Outside Directors' fees earned for the period beginning immediately following
the annual meeting of stockholders next occurring after such revocation notice.
6.2 Deferral Elections for Outside Director Candidates. Any individual who
is a candidate for election to the Board as an Outside Director may make
elections, as listed in Section 6.1 above, regarding the payment of the annual
fee and Additional Director Fees to be earned during the period beginning with
the date of his or her election and ending on the date of the next succeeding
annual meeting of stockholders. The election shall be made in writing, on or
before the last day of the month preceding the annual meeting of stockholders
prior to his or her election, on a form to be prescribed by the Clerk of the
Company.
6.3 Establishment of Deferral Accounts. There shall be established for each
participating Outside Director an account which shall reflect the cash or
Restricted Stock amounts deferred by the participating Outside Director which
would otherwise have been paid to such Outside Director had no election to defer
been made. Fees deferred by an Outside Director shall be credited to such
Deferral Account as of each Payment Date or such other date that such amounts
would otherwise have been paid or distributed to the Outside Director.
Restricted Stock amounts that the Outside Director elects to defer shall be
converted to Common Stock Equivalents based on the Fair Market Value as of the
Payment Date. A statement will be sent to each participating Outside Director as
to the balance of his or her Deferral Account at least once each calendar year.
6.4 Term of Deferrals. A deferral request made pursuant to Section 6.1 and
approved by the Company shall defer the payment with respect to which the
request was made until the participating Outside Director leaves the Board.
6.5 Deferral Elections - First Year of the Plan. Elections to defer payment
of all or a portion of the Restricted Stock constituting the annual fee, to have
payment of all or any portion of the Additional Director Fees made in the form
of Restricted Stock, or to defer the cash or Restricted Stock payments
constituting Additional Director Fees shall be made by the Outside Director, in
writing, on a form to be prescribed by the Clerk of the Company, on or before
the 30th day following the Effective Date of this Plan.
7. DISTRIBUTION OF DEFERRED AMOUNTS
7.1 Distribution of Accounts. As soon as practicable following termination
of service as an Outside Director, an Outside Director shall receive a
distribution of his or her Deferral Account. Distribution of all deferred
amounts shall be made in one lump sum. Distribution of deferred cash amounts
shall be made in cash and shall include interest earned pursuant to Section 7.4.
Distribution of the Restricted Stock amounts shall consist of one share of Stock
for each Common Stock Equivalent credited to such Outside Director's Deferral
Account as of the Payment Date immediately preceding the date of distribution,
plus any dividends credited to such account pursuant to Section 7.3.
7.2 Distribution to a Deceased Outside Director's Estate. In the event of
an Outside Director's death before the distribution of his or her Deferral
Account, payment of the Outside Director's Deferral Account shall then be made
to the beneficiary designated by the Outside Director pursuant to Section 8.1
or,
<PAGE> 5
in the absence of a designation of beneficiary pursuant to Section 8.1, to his
or her estate, in the time and manner selected by the Committee. If no
beneficiary is designated, then the Committee may take into account the
application of any duly appointed administrator or executor of an Outside
Director's estate and direct that the balance of the Outside Director's Deferral
Account be paid to his or her estate in the manner requested by such
application.
7.3 Hypothetical Dividends on Common Stock Equivalents. Dividends and other
distributions on Common Stock Equivalents shall be deemed to have been paid as
if such Common Stock Equivalents were actual shares of Stock issued and
outstanding on the respective record or distribution dates. Common Stock
Equivalents shall be credited to the Outside Director's Deferral Account on the
basis of the value of the dividend or other distribution and the Fair Market
Value of the Common Stock Equivalents on the date of the announcement of the
dividend or distribution. Credits to an Outside Director's Deferral Account for
dividends or distributions shall be made on the same day as dividends or other
distributions are otherwise paid. Fractional shares shall be credited to an
Outside Director's Deferral Account cumulatively, but the balance of shares of
Common Stock Equivalents in an Outside Director's Deferral Account shall be
rounded to the next lower whole share for any distributions to such Outside
Director pursuant to this Section 7. The value of any fractional share shall be
paid to the Outside Director in cash.
7.4 Interest on Deferred Cash Payments. Interest shall be accrued and
credited on deferred cash amounts, to be compounded annually, until distribution
is made to the participating Outside Director under the Plan. The interest rate
shall be a flat rate of six percent (6%) per annum, or such other rate as
determined from time to time by the Board.
7.5 Emergency Payments. In the event of an "unforeseeable emergency" as
defined herein, the Committee may determine the amounts payable under Section 7
hereof and pay all or a part of such amounts in shares of Stock to the extent
the Committee determines that such action is necessary in light of immediate and
substantial needs of the Outside Director occasioned by severe financial
hardship. For the purposes of this Section, an "unforeseeable emergency" is a
severe financial hardship to the Outside Director resulting from a sudden and
unexpected illness or accident of the Outside Director or of a dependent (as
defined in Section 152(a) of the Code) of the Outside Director, loss of the
Outside Director's property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Outside Director. Payments shall not be made pursuant to this Section to the
extent that such hardship is or may be relieved: (i) through reimbursement or
compensation by insurance or otherwise, (ii) by liquidation of the Outside
Director's assets, to the extent the liquidation of such assets would not itself
cause severe financial hardship, or (iii) by cessation of the Outside Director's
deferrals under the Plan. Such action shall be taken only if an Outside Director
(or an Outside Director's legal representatives) signs an application describing
fully the circumstances which are deemed to justify the payment, together with
an estimate of the amounts necessary to prevent such hardship, which application
shall be approved by the Committee after making such inquiries as the Committee
deems necessary and appropriate.
8. DESIGNATION OF BENEFICIARY
8.1 Designation. In the event of the death of a participating Outside
Director at a time when deferred amounts remain credited to the Outside
Director's Deferral Account, such amounts will be paid to the beneficiary
designated to receive such deferred amounts on a form to be supplied by and
filed with the Clerk of the Company, if such named beneficiary survives the
participating Outside Director. If no beneficiary designation has been filed
with the Clerk, or if the designated beneficiary does not survive the
participating Outside Director, such deferred amounts shall be distributed
pursuant to the terms of Section 7.2.
8.2 Incapacity of the Participating Outside Director or Beneficiary. If the
Company shall find that any person to whom any amount is payable under this Plan
has been judicially declared incompetent to carry on his or her own affairs or
is a minor, distribution or payment of amounts due hereunder may be made to a
duly appointed guardian or other legal representative in accordance with the
applicable
<PAGE> 6
provisions of this Plan. Any such distribution or payment shall completely
discharge any obligations or liabilities of the Company under this Plan with
respect to such distributions or payments.
9. RIGHT TO AMEND, ALTER OR REVOKE
The Company reserves the right to amend, alter, modify or revoke in whole
or in part this Plan at any time; provided, however, that with respect to
amounts as to which the period of deferral has commenced at the time of the
Company's exercise of its rights under this Section 9, no exercise of such
rights shall result in a forfeiture of such deferred amounts, a change in the
time of payment of amounts, a change in terms and conditions under which
forfeiture of such deferred amounts may occur, or a change in the provisions of
this agreement governing the crediting of dividends on such deferred amounts,
without the consent of the participating Outside Director(s) affected by such
exercise of rights, except as otherwise provided in this Plan. However, the
Company's right to increase the authorized shares of Stock under the Plan,
except as provided in Section 4.3, is subject to the approval of the
stockholders of the Company. Further, without the prior approval of the
Company's stockholders, Restricted Stock issued under the Plan will not be
repriced, replaced or regranted through cancellation or otherwise.
10. GENERAL CREDITOR STATUS
Each Outside Director, and each other recipient of an Outside Director's
Deferral Account pursuant to Section 7, shall be and remain an unsecured general
creditor of the Company with respect to any payments due and owing to such
Outside Director hereunder. All payments to persons entitled to benefits
hereunder shall be made out of the general assets, and shall be the sole
obligations, of the Company. The Plan is a promise to pay benefits in the future
and it is the intention of the parties that it be "unfunded" for tax purposes
(and for purposes of Title I of the Employment Retirement Income Security Act
("ERISA")).
11. GOVERNING LAW
This Plan shall be construed in accordance with and governed by the laws of
the Commonwealth of Massachusetts.
12. NO TRUST, LEGAL OR BENEFICIAL OWNERSHIP INTENDED
No trust agreement is to be deemed created for the benefit of any
participating Outside Director, or the Outside Director's beneficiary,
executors, administrators, heirs, assigns or legal representatives, as a result
of this Plan. Similarly, no legal or beneficial interest in any of the Company's
assets is intended to be conferred by the terms of the Plan.
13. PROHIBITION OF ALIENATION
The right of the participating Outside Director or the Outside Director's
designated beneficiary or any other person to the payment of amounts due under
the Plan may not be assigned, transferred, pledged or encumbered except as
otherwise provided in this Plan.
14. BINDING EFFECT
The Plan, except as otherwise provided herein, shall be binding upon and
inure to the benefit of the Company, the Board, the Committee, its successors
and assigns and participating Outside Directors, their designated beneficiary,
heirs, executors, administrators and legal representatives.
15. DISTRIBUTION UPON FINDING OF INCLUSION OF DEFERRED AMOUNTS IN GROSS INCOME
If this Plan shall ever be determined to require the inclusion of all or
part of any participating Outside Director's deferred amounts in the Outside
Director's gross income for federal, state, or local income tax purposes prior
to the time such amount would be required to be distributed or paid under the
<PAGE> 7
terms of this Plan, whether by taxing authorities of the United States or other
sovereign nations or political subdivisions thereof, then only those amounts
which would be treated as includable in gross income at such time will be paid
over to the participating Outside Director. All other deferred amounts will
continue to be subject to the terms of this Plan.
16. AGREEMENT
By requesting the Company to defer payment hereunder, an Outside Director
consents to the provisions of this Plan as they exist at the time of such
request and as they may be amended thereafter by the Board, subject to the
consent of the Outside Director when required pursuant to Section 9.
17. APPROVAL OF STOCKHOLDERS
The Plan shall be subject to approval by the affirmative vote of
stockholders holding at least a majority of the voting stock of the Company
voting in person or by proxy at or by June 30, 2000, and the Plan shall take
effect as of the date of adoption immediately upon such approval.
<PAGE> 1
EXHIBIT 5.1
April 14, 2000
Hadco Corporation
12A Manor Parkway
Salem, New Hampshire 03079
Re: Registration Statement on Form S-8 Relating to the
Outside Directors' Compensation Plan of 2000 (the "Plan")
---------------------------------------------------------
Dear Sir or Madam:
Reference is made to the above-captioned Registration Statement on Form S-8
(the "Registration Statement") filed by Hadco Corporation (the "Company") on the
date hereof with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to an aggregate of 50,000 shares of common stock,
$.05 par value per share, of the Company issuable pursuant to the Plan (the
"Shares").
We have examined, are familiar with, and have relied as to factual matters
solely upon, copies of the Plan, the Company's Restated Articles of
Organization, as amended, the Company's By-Laws, as amended, the corporate
records of the Company and originals or copies of such other documents,
certificates and proceedings as we have deemed necessary for the purpose of
rendering this opinion.
We are members of the Bar of the Commonwealth of Massachusetts and are not
expert in, and express no opinion regarding, the laws of any jurisdiction other
than the Commonwealth of Massachusetts, the General Corporation Law of the State
of Delaware and the United States of America.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued in accordance with the terms of the Plan, will
be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE> 1
EXHIBIT 23.2
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated November 18, 1999
included in Hadco Corporation's Form 10-K for the year ended October 30, 1999
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Boston, Massachusetts
April 12, 2000
