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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
SCHEDULE 14D-9
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ZYCON CORPORATION
(Name of Subject Company)
ZYCON CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
989852 10 8
(CUSIP Number of Class of Securities)
RONALD H. DONATI
PRESIDENT
ZYCON CORPORATION
445 EL CAMINO REAL
SANTA CLARA, CA 95050
(408) 241-9900
(Name, address and telephone number of persons
authorized to receive notice and communications
on behalf of person(s) filing statement)
COPY TO:
TERESA V. PAHL, ESQ.
LELAND, PARACHINI, STEINBERG,
FLINN, MATZGER AND MELNICK, L.L.P.
333 MARKET STREET, 27TH FLOOR
SAN FRANCISCO, CA 94105
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This Amendment No. 1 supplements and amends the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities Exchange Commission (the "Commission") on December 11, 1996, by
Zycon Corporation (the "Company") relating to the tender offer by Hadco
Acquisition Corp., a Delaware corporation ("Purchaser"), a direct wholly-owned
subsidiary of Hadco Corporation, a Massachusetts corporation ("Parent"), to
purchase all of the outstanding shares of the Company's common stock, par value
$.001 per share, at a price of $18.00 per share, net to the seller in cash, on
the terms and subject to the conditions set forth in the Offer to Purchase,
dated December 11, 1996 (the "Offer to Purchase") and in the related Letter of
Transmittal. Capitalized terms used and not otherwise defined herein have the
meanings ascribed to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following information:
On January 10, 1997, Parent issued a press release announcing that
approximately 10.8 million shares representing 97% of the Company's common
stock, par value $.001 per share, had been validly tendered and not withdrawn
prior to the expiration of the Offer at 12:00 midnight, New York City time, on
Thursday, January 9, 1997, all of which were accepted for payment. Parent also
announced in such press release that the Merger of Purchaser into the Company
had been consummated and as a result of the Merger, the Company is a
wholly-owned subsidiary of Parent. A copy of Parent's January 10, 1997 press
release is attached hereto as Exhibit 11 and is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 11 Press release issued by Hadco Corporation
dated January 10, 1997.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
ZYCON CORPORATION
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(Registrant)
Date: January 10, 1997 By: /s/ Ronald H. Donati
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Ronald H. Donati,
President and Chief Executive
Officer
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EXHIBIT 11
[HADCO LETTERHEAD]
FOR IMMEDIATE RELEASE
January 10, 1996
Contact:
Timothy P. Losik
Vice President and
Chief Financial Officer
(603) 896-2461
[email protected]
HADCO CORPORATION ANNOUNCES
COMPLETION OF TENDER OFFER AND MERGER
SALEM, NH -- January 10, 1997 - Hadco Corporation (NASDAQ:HDCO) announced today
that its wholly-owned subsidiary, Hadco Acquisition Corp., had completed its
tender offer for all outstanding shares of Zycon Corporation at $18.00 per
share and had accepted for payment all shares validly tendered and not
withdrawn. The offer commenced on December 11, 1996 and expired at 12:00
midnight, New York City time, on January 9, 1997. Based on a preliminary count,
as of 12:00 midnight, New York City time, on January 9, 1997, approximately
10.8 million shares representing 97% of all outstanding shares had been validly
tendered and not withdrawn.
Hadco also announced today that the merger of Hadco Acquisition Corp. into
Zycon had been consummated. As a result of the merger, Zycon is a wholly-owned
subsidary of Hadco. Pursuant to the merger, holders of Zycon shares immediately
prior to the effective time of the merger are entitled to receive $18.00 in
cash for each share of Zycon common stock previously held by them.
Hadco Corporation is a leading supplier of electronic interconnect products and
services. Markets served include original equipment manufacturers and contract
assemblers in the computer, telecommunications, automotive, medical
instruments, and industrial automation sectors of the electronics industry.
Hadco's wide range of services and products provide a singular solution to the
industry's accelerating time-to-market requirements. Hadco offers extensive
printed circuit design and engineering services, dedicated quick turn-around
prototype and development fabrication, complex technology volume production
fabrication, backplane assemblies and added-value sub-assemblies as well as
complete array of assembly capabilities. The Company operates six facilities
in the United States.
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/.
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