<PAGE> 1
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): May 3, 2000
HADCO CORPORATION
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 0-12102 04-2393279
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
12A MANOR PARKWAY, SALEM, NEW HAMPSHIRE
(Address of principal executive offices)
03079
(Zip Code)
(603) 898-8000
Registrant's telephone number, including area code
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 3, 2000, Hadco Corporation, a Massachusetts corporation (the
"Company"), Sanmina Corporation, a Delaware corporation ("Sanmina"), and SANM
Acquisition Subsidiary, Inc., a Massachusetts corporation and a wholly-owned
subsidiary of Sanmina (the "Merger Sub"), amended (the "Amendment") the
Agreement and Plan of Merger by and among the Company, Sanmina and Merger Sub
dated as of April 17, 2000 (the "Agreement").
The Amendment identifies the corporate purpose for the surviving
corporation following the merger. The other provisions of the Agreement shall
remain in full force and effect. The Amendment is attached hereto as Exhibit 2.1
and is hereby incorporated by reference.
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
----------- -----------
2.1 Amendment No. 1 dated May 3, 2000 to Agreement and Plan
of Merger by and among Hadco Corporation, SANM
Acquisition Subsidiary, Inc. and Sanmina Corporation
dated as of April 17, 2000
99.1 Agreement and Plan of Merger dated as of April 17, 2000
by and among Hadco Corporation, SANM Acquisition
Subsidiary, Inc. and Sanmina Corporation (filed as
Exhibit 2.1 to Current Report on Form 8-K, File No.
0-12102, filed on April 18, 2000 and incorporated
herein by reference)
<PAGE> 4
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
May 3, 2000 By: /s/ F. Gordon Bitter
-----------------------------------
F. Gordon Bitter
Senior Vice President and Chief
Financial Officer
<PAGE> 5
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
2.1 Amendment No. 1 dated May 3, 2000 to Agreement and Plan of
Merger by and among Hadco Corporation, SANM Acquisition
Subsidiary, Inc. and Sanmina Corporation dated as of April
17, 2000
99.1 Agreement and Plan of Merger dated as of April 17, 2000 by
and among Hadco Corporation, SANM Acquisition Subsidiary,
Inc. and Sanmina Corporation (filed as Exhibit 2.1 to
Current Report on Form 8-K, File No. 0-12102, filed on April
18, 2000 and incorporated herein by reference)
<PAGE> 1
Exhibit 2.1
AMENDMENT NO. 1
Amendment No. 1 dated as of May 3, 2000 (the "Amendment") to the Agreement
and Plan of Merger among Sanmina Corporation, a Delaware corporation ("Parent"),
SANM Acquisition Subsidiary, Inc., a Massachusetts corporation and a wholly
owned subsidiary of Parent ("Sub") and Hadco Corporation, a Massachusetts
corporation (the "Company") dated as of April 17, 2000 (the "Merger Agreement").
WHEREAS, Parent, Sub and the Company want to amend the Merger Agreement;
and
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which is hereby acknowledged, the parties hereto
agree as follows:
1. Section 1.5(a) shall be amended to add the following sentence at the end
of the section:
"Accordingly, the purposes set forth in the Articles of Organization of Sub
as in effect immediately prior to the Effective Time, which permit Sub to do all
things lawful under Massachusetts law, shall become the purposes of the
Surviving Corporation."
2. The other provisions of the Merger Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment No. 1 as of the date first above written.
<PAGE> 2
SANMINA CORPORATION
By: /s/ RANDY FURR
------------------------------------
Name: Randy Furr
Title: President
SANM ACQUISITION SUBSIDIARY, INC.
By: /s/ RANDY FURR
------------------------------------
Name: Randy Furr
Title: Vice President
By: /s/ BETSY JORDAN
------------------------------------
Name: Betsy Jordan
Title: Treasurer
HADCO CORPORATION
By: /s/ ANDREW E. LIETZ
------------------------------------
Name: Andrew E. Lietz
Title: President
By: /s/ F. GORDON BITTER
------------------------------------
Name: F. Gordon Bitter
Title: Treasurer
