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SECURITIES AND EXCHANGE COMMISSION
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 20, 1998
Continental Circuits Corp. (now known as Hadco Phoenix, Inc.)
(Exact name of Registrant as specified in its charter)
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DELAWARE 000-25554 86-0267198
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation
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3502 East Roeser Road, Phoenix, AZ 85040
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(Address of principal executive offices)
(602) 268-3461
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Registrant's telephone number, including area code
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Item 1. CHANGES IN CONTROL OF REGISTRANT
Pursuant to the terms of a previously reported Agreement and Plan for
Merger dated as of February 16, 1998 (the "Merger Agreement") among Continental
Circuits Corp. (the "Company"), Hadco Corporation, a Massachusetts corporation
("Parent") and Hadco Acquisition Corp. II, a Delaware Corporation and a direct
wholly owned subsidiary of Parent ("Purchaser"), on March 20, 1998, Purchaser
accepted for payment 7,276,708 shares (including 90,427 shares tendered pursuant
to guaranteed delivery procedures) of common stock, par value $.01 per share of
the Company, at a purchase price of $23.90 per share, pursuant to Purchaser's
tender offer (the "Offer").
In addition, on March 20, 1998, a Certificate of Ownership and Merger was
filed with the Delaware Secretary of State resulting in the merger of Purchaser
with and into the Company (the "Merger") with the Company surviving the Merger
as a wholly-owned subsidiary of Parent. The Company was renamed Hadco Phoenix,
Inc. Pursuant to the Merger Agreement, holders of the Company's common stock
immediately prior to the effective time of the Merger (other than shares owned
by the Parent, the Purchaser, the Company or any of their respective
subsidiaries, or shareholders who properly perfect appraisal rights in
accordance with Section 262 of the Delaware General Corporation Law, as amended)
are entitled to receive $23.90 in cash for each share of the Company's common
stock previously held by them.
The purchase price for the shares of the Company acquired in the Offer and
pursuant to the Merger Agreement was determined by arms-length negotiation
between the Parent and the Company and was funded by a $400 million senior
revolving credit facility, among the Parent, the banks thereto, and BankBoston,
N.A., Individually and as Agent.
Pursuant to the Merger Agreement, all of the Company's directors have
resigned from the Company's Board of Directors and have been replaced by
Parent's designee.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
See Item 1. above
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated March 20, 1998 issued by Parent.
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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.
CONTINENTAL CIRCUITS CORP.
(Now known as Hadco Phoenix, Inc.)
Dated: March 26, 1998 By: /s/ Timothy P. Losik
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Timothy P. Losik
Chief Financial Officer
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Exhibit 99.1
FOR IMMEDIATE RELEASE
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HADCO CORPORATION ANNOUNCES COMPLETION OF TENDER OFFER AND MERGER
SALEM, N.H.--(BUSINESS WIRE)--March 20, 1998--Hadco Corporation
(Nasdaq: HDCO) announced today that its wholly-owned subsidiary, Hadco
Acquisition Corp. II, had completed its tender offer for all outstanding shares
of Continental Circuits Corp. at $23.90 per share and had accepted for payment
all shares validly tendered and not withdrawn. The offer commenced on February
20, 1998 and expired at 12:00 midnight, New York City time, on March 19, 1998.
Based on a preliminary count, as of 12:00 midnight, New York City time, on March
19, 1998, approximately 7.2 million shares had been validly tendered and not
withdrawn (including approximately 90,000 shares tendered pursuant to guaranteed
delivery procedures).
Hadco also announced today that the merger of Hadco Acquisition Corp. II
into Continental had been consummated, with the surviving corporation being
renamed Hadco Phoenix, Inc. As a result of the merger, Hadco, Inc. is a
wholly-owned subsidiary of Hadco. Pursuant to the merger, holders of Continental
shares who did not tender their shares are entitled to receive $23.90 in cash
for each share of Continental common stock previously held by them.
Hadco also announced that former Continental stockholders who did not
tender their shares will be mailed instructions to follow in order to obtain the
payments they are entitled to receive as a result of the merger or to perfect
appraisal rights.
Hadco is the largest manufacturer of advanced electronic interconnect
products in North America. The Company offers a wide array of sophisticated
manufacturing, engineering and systems integration services to meet its
customers' electronic interconnect needs. The Company's principal products are
complex multilayer rigid printed circuits and backplane assemblies. Hadco
provides customers with a range of products and services that includes
development, design, quick-turn prototype, pre-production, volume products, and
backplane assembly. Hadco's customers are a diverse group of original equipment
manufacturers and contract manufacturers in the computing (mainly workstations,
servers, mainframes, storage and notebooks), data communications/
telecommunications and industrial automation industries, including process
controls, automotive, medical and instrumentation. The Company operates ten
facilities, with nine facilities in the United States and one facility in
Malaysia.
Hadco Corporation's press releases are available through Company News
On-Call by fax 800-758-5804, PIN# 390325, or on the Internet at
http://www.hadco.com:8080/
For information contact:
Timothy P. Losik
(603) 898-2461
