-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M8RL/Ib+Q4WTXC6foRaAmYu13fv9zRy1VhGlDu2NC10CzjlkII/Kz4UTkGMwPVxr gnRsur2Go6rFV1rwU3CbtQ== 0000950135-96-003913.txt : 19960910 0000950135-96-003913.hdr.sgml : 19960910 ACCESSION NUMBER: 0000950135-96-003913 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960906 EFFECTIVENESS DATE: 19960925 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HADCO CORP CENTRAL INDEX KEY: 0000729533 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 042393279 STATE OF INCORPORATION: MA FISCAL YEAR END: 1030 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-11485 FILM NUMBER: 96626544 BUSINESS ADDRESS: STREET 1: 12A MANOR PKWY CITY: SALEM STATE: NH ZIP: 03079 BUSINESS PHONE: 6038988000 MAIL ADDRESS: STREET 1: 12A MONOR PARKWAY CITY: SALEM STATE: NH ZIP: 03079 S-8 1 HADCO CORPORATION 1 As filed with the Securities and Exchange Commission on September 6, 1996 Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HADCO CORPORATION (Exact name of issuer as specified in its charter) Massachusetts 04-2393279 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 12A Manor Parkway, Salem, New Hampshire 03079 (Address of Principal Executive Offices) (Zip Code) -------------------- HADCO CORPORATION NON-QUALIFIED STOCK OPTION PLAN OF NOVEMBER 29, 1995 (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) ================================================================================ 2 - 2 - CALCULATION OF REGISTRATION FEE
===================================================================================================== Proposed Proposed Maximum Maximum Amount of Title of Securities Amount to Offering Aggregate Registration to be Registered be Registered Price Per Share Offering Price Fee ---------------- ------------- --------------- -------------- --------- Common Stock 2,500 shares $30.81(1) $ 77,025.00(1) $ 26.56 (Par Value $.05) 997,500 shares $26.375(2) $26,309,062.50(2) $9,072.09 ===================================================================================================== (1) Such shares are issuable upon exercise of outstanding options with fixed exercise prices. Pursuant to Rule 457(h), the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised. (2) The price of $26.375 per share, which is the average of the high and low prices reported on the Nasdaq National Market on September 3, 1996, is set forth solely for purposes of calculating the filing fee pursuant to Rule 457(c) and is used only for those shares without a fixed exercise price. =====================================================================================================
3 - 3 - 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 employees, directors or others 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. Registration Information and Employee Plan Annual Information. ------------------------------------------------------------- The documents containing the information specified in this Item 2 will be sent or given to employees 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 Securities and Exchange Commission (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 year ended October 28, 1995; (b) Registrant's Quarterly Reports on Form 10-Q, File No. 0-12102 for the quarters ended January 27, 1996, April 27, 1996 and July 27, 1996; (c) All other reports filed by registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year covered by the annual report referred to in (a) above; and (d) 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 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 amended by the Registrant's Restated Articles of Organization, filed as Exhibit 3 to the 4 - 4 - Registrant's Quarterly Report on Form 10-Q, File No. 0-12102, for the quarter ended April 29, 1989. 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. ------------------------------------- The validity of the Common Stock offered hereby has been passed upon by Testa, Hurwitz & Thibeault, High Street Tower, 125 High Street, Boston, Massachusetts 02110, special counsel to the Registrant. Item 6. Indemnification of Directors and Officers. ----------------------------------------- Reference is made to Article V, Section 2 of the By-Laws of the Registrant and to Section 67 of the Massachusetts Business Corporation Law. 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 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 5 - 5 - 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 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 other agent of another organization or with respect to any employee benefit plan, against any liability incurred by him in any such capacity, 6 - 6 - 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 the Registrant (filed as Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q, File No. 0-12102, for the quarter ended April 29, 1989 and incorporated herein by reference). 4.2 By-laws, as amended (filed as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K, File No. 0-12102, for the year ended October 31, 1987 and incorporated herein by reference). 4.3 Hadco Corporation Non-Qualified Stock Option Plan of November 29, 1995. 4.4 Form of Stock Option Agreement under the Hadco Corporation Non-Qualified Stock Option Plan of November 29, 1995. 5 Opinion of Testa, Hurwitz & Thibeault, LLP. 23.1 Consent of Testa, Hurwitz & Thibeault, LLP (contained in its opinion as Exhibit 5). 23.2 Consent of Independent Public Accountants. 7 - 7 - 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; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration 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 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 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. 8 - 8 - (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 provisions described in Item 6, 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. 9 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 5th day of September, 1996. HADCO CORPORATION By: /s/ Andrew E. Lietz ------------------------------------ Andrew E. Lietz Chief Executive Officer, President and Director EACH PERSON WHOSE SIGNATURE appears below this registration statement hereby constitutes and appoints Horace H. Irvine II and Andrew E. Lietz and 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. 10 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.
SIGNATURE CAPACITY DATE --------- -------- ---- /s/ Horace H. Irvine II Chairman of the Board and Director September 5, 1996 - -------------------------- Horace H. Irvine II /s/ Andrew E. Lietz President, Chief Executive Officer and September 5, 1996 - -------------------------- Director (Principal Executive Officer) Andrew E. Lietz /s/ Timothy P. Losik Chief Financial Officer, Vice President September 5, 1996 - -------------------------- and Treasurer (Principal Financial and Timothy P. Losik Principal Accounting Officer) /s/ Lawrence Coolidge Director September 5, 1996 - -------------------------- Lawrence Coolidge /s/ J. Stanley Hill Director September 5, 1996 - -------------------------- J. Stanley Hill /s/ John O. Irvine Director September 5, 1996 - -------------------------- John O. Irvine /s/ Michael Salovaara Director September 5, 1996 - -------------------------- Mikael Salovaara /s/ John F. Smith Director September 5, 1996 - -------------------------- John F. Smith /s/ Patrick Sweeney Director September 5, 1996 - -------------------------- Patrick Sweeney /s/ Oliver O. Ward Director September 5, 1996 - -------------------------- Oliver O. Ward
11 EXHIBIT INDEX
Sequentially Exhibit Description of Exhibit Numbered Page - ------- ---------------------- ------------- 4.1 Restated Articles of Organization of the Registrant (filed as Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q, File No. 0-12102, for the quarter ended April 29, 1989 and incorporated herein by reference). 4.2 By-laws, as amended (filed as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K, File No. 0-12102, for the year ended October 31, 1987 and incorporated herein by reference). 4.3 Hadco Corporation Non-Qualified Stock Option Plan of November 29, 1995. 4.4 Form of Stock Option Agreement under the Hadco Corporation Non-qualified Stock Option Plan of November 29, 1995. 5 Opinion of Testa, Hurwitz & Thibeault, LLP 23.1 Consent of Testa, Hurwitz & Thibeault, LLP (contained in its opinion as Exhibit 5). 23.2 Consent of Independent Public Accountants.
EX-4.3 2 HADCO CORPORATION NON-QUALIFIED STOCK OPTION PLAN 1 EXHIBIT 4.3 ----------- 2 HADCO CORPORATION NON-QUALIFIED STOCK OPTION PLAN NOVEMBER 29, 1995 1. PURPOSE. This Non-Qualified Stock Option Plan (hereinafter, the "Plan") is intended to promote the interests of Hadco Corporation (hereinafter, the "Company") by providing an inducement for highly qualified personnel to enter the employ of the Company and an incentive for valued employees to remain with the Company and to use their best efforts to promote the Company's continued success, by means of the offer of an opportunity to acquire or increase their proprietary interest in the Company through the granting of options to purchase the Company's stock pursuant to the terms of this Plan. As used herein, the term "Company" includes any present or future subsidiary and any successor corporation. 2. RIGHTS TO BE GRANTED. Under this Plan, options may be granted that give an optionee the right for a specified time period to purchase a specified number of shares of common stock, par value $0.05, of the Company. The option price shall be determined in each instance by the Stock Option Committee, in accordance with the terms of this Plan, including, without limitation, under Section 7 hereof. 3. AVAILABLE SHARES. The total number of shares of common stock, par value $0.05, of the Company, for which options may be granted shall be One Million (1,000,000) shares, subject to adjustment in accordance with Paragraph 11 of this Plan. Shares subject to the Plan may be either authorized but unissued shares or shares that were once issued and subsequently reacquired by the Company. If any options granted under this Plan are surrendered before exercise or lapse without exercise, in whole or in part, the shares reserved therefor shall revert to the option pool and shall continue to be available under the Plan. No one employee of the Company may be granted options to acquire, in the aggregate, more than 300,000 shares of Common Stock under this Plan. If any option granted under this Plan shall expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part or shall be repurchased by the Company, the shares subject to such option shall be included in the determination of the aggregate number of shares of common stock deemed to have been granted to such employee under this Plan. 4. ADMINISTRATION. The Plan shall be administered by the Stock Option Committee (hereinafter, the "Committee"), which shall consist of two or more members appointed by the Board of Directors of the Company; provided, however, that the Plan shall be administered: (i) to the extent required by applicable regulations under Section 162(m) of the Internal Revenue Code of 1986, by two or more "outside directors" (as defined in applicable regulations thereunder) and (ii) to the extent required by Rule 16b-3 promulgated under the Securities Exchange Act of 1934 or any successor provision ("Rule 16b-3"), by a disinterested administrator or administrators within the meaning of Rule 16b-3. The Board may at any time and from time to time thereafter appoint additional or substitute members of the Committee and may fill vacancies on the Committee, however caused. No person shall be a member of the Committee who is not a Director of the Company. 3 - 2 - In the event no Committee is appointed, the Board shall act as the Committee and all references in this Plan to the Committee shall mean the Board. If a Committee is appointed but under applicable law does not have authority to undertake any duty stated herein, the Board shall act as and for the Committee for the purpose of undertaking that particular duty. The Committee shall choose one of its members as Chair and shall hold meetings at such times and places as it deems advisable. A majority of the members of the Committee shall constitute a quorum, and any action may be taken by a majority of those present and voting at any meeting. Subject to the provisions of this Plan, the Committee shall have authority in its discretion to determine the employees of the Company to whom options shall be granted, the number of shares to be covered by each option, the time or times at which options shall be granted, the purchase price of the stock covered by each option, the time or times during the term of option (defined in Section 9) at which each such option shall become exercisable, the form of agreement to be used in granting the options, and shall, further have the authority to interpret this Plan, and to prescribe, amend and rescind rules and regulations relating to it. All questions of interpretation and application of this Plan and of any options issued under it shall be determined by the Committee, and such determination shall be final and binding upon all persons. No member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under it. 5. GRANT OF OPTIONS. The Committee may from time to time grant options to eligible persons pursuant to the provisions of this Plan. Each option so granted shall be evidenced by an Option Agreement, in such form as may be approved by the Committee, which Agreement shall be duly executed and delivered on behalf of the Company and by the optionee to whom such option is granted. The Agreement may contain such terms, provisions, and conditions not inconsistent with the Plan as may be determined by the Committee, including restrictions to be imposed on the shares acquired by a participant upon the exercise of an option granted to him. The grant of an option under this Plan shall be effective as of the date of the vote of the Stock Option Committee of the Board of Directors of the Company to issue such an option. The granting of options under this Plan shall be entirely discretionary and nothing in this Plan shall be deemed to give any employee any right to participate in this Plan or to receive options. The grant of an option under this Plan confers no right upon the optionee with respect to the continuation of his employment with the Company or a subsidiary of the Company. Nothing contained in this Plan or any option agreement issued hereunder shall be construed as interfering with or restricting the right of the Company or its subsidiary or the optionee to terminate his employment at any time. 4 - 3 - 6. ELIGIBILITY AND LIMITATIONS. Options may be granted pursuant to this Plan only to employees of the Company or of any present or future subsidiary corporation; provided, however, that a person shall be considered to be an employee within the meaning of this Plan if the person has executed a written employment agreement with the Company which provides for the start of active employment within one (1) month of the date of grant of an option. In determining the eligibility of an individual to be granted an option, as well as in determining the number of shares to be optioned to any individual, the Committee shall consider the responsibilities of the person being considered, the nature and value to the Company or its subsidiaries of his service and accomplishments, his present and potential contribution to the success of the Company or its subsidiaries, and such other factors as the Committee may deem relevant. No option may be granted under this Plan after December 31, 2005. 7. OPTION PRICE. The purchase price of the stock covered by an option granted pursuant to this Plan shall be the fair market value of the underlying shares of Common Stock on the date the option is granted. If the Company's common stock is actively traded in the established over-the-counter market, the fair market value of such common stock shall be the mean between the bid and asked prices quoted in such over-the-counter market at the close on the date nearest preceding the date of grant. If such common 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 date of the granting of the option may be taken as such fair market value. If the stock is not publicly traded, the fair market value shall be determined from time to time by the Board of Directors. The full purchase price per share (determined after any appropriate adjustment has been made under the terms of Section 11 of this Plan) shall be paid as provided in Section 8 below. 8. EXERCISE OF OPTION. Subject to the terms and conditions of this Plan and the Option Agreement, an option granted hereunder shall be exercisable in whole or in part by giving written notice to the Company by mail or in person addressed to Treasurer, Hadco Corporation, 12A Manor Parkway, Salem, New Hampshire 03079, stating the number of shares with respect to which the option is being exercised, accompanied by payment in full for such shares, which payment may be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Committee, through delivery of shares of Common Stock having a fair market value equal as of the date of the exercise to the cash exercise price of the option, or (c) at the discretion of the Committee and consistent with applicable law, through the delivery of an assignment to the Company of a sufficient amount of the proceeds from the sale of the Common Stock acquired upon exercise of the option and an authorization to the broker or selling agent to pay that amount to the Company, which sale shall be at the participant's direction at the time of exercise, or (d) at the discretion of the Committee, by any combination of (a), (b) and (c) above. There shall be no such exercise at any one time as to fewer than one hundred (100) shares or all of the shares then purchasable by the person or persons exercising the option, if fewer than one hundred (100) 5 - 4 - shares. A copy of such notice shall be provided to Berlin, Hamilton & Dahmen, 73 Tremont Street, Boston, Massachusetts 02108, or to such other counsel as the Company may hereafter designate, and to the Bank of Boston, Shareholder Services Division, Post Office Box 644, Boston, Massachusetts 02102, or to such other Stock Transfer Agent as the Company may hereafter designate. The Transfer Agent shall, on behalf of the Company, prepare a certificate or certificates representing such shares acquired pursuant to exercise of the option, shall register the optionee as the owner of such shares on the books of the Company and shall cause the fully executed certificate(s) representing such shares to be delivered to the optionee as soon as practicable after payment of the option price in full. The holder of an option shall not have any rights of a shareholder with respect to the shares covered by the option, except to the extent that one or more certificates for such shares shall be delivered to him upon the due exercise of the option. 9. TERM AND TRANSFERABILITY OF OPTIONS. (a) Each option shall become exercisable as provided in each option granted by the Company to the participant and as provided in each respective Option Agreement, but in no event shall the option be exercisable during a period longer than the period beginning with the date of grant and ending not later than ten (10) years from such date of grant. (b) Any option granted pursuant to this Plan shall not be assignable or transferable except by will or by the laws of descent and distribution. During the lifetime of the optionee, any option shall be exercisable only by the optionee to whom the option is granted. Any option granted hereunder shall be null and void and without effect upon the bankruptcy of the optionee to whom the option is granted, or upon any attempted assignment or transfer, including without limitation, any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition, attachment, trustee process or similar process, whether legal or equitable, upon such option. 10. TERMINATION OF OPTION RIGHTS. (a) In the event an optionee ceases to be an employee of the Company for any reason other than death, retirement with the consent of the Company or disability, any unvested or unexercised options granted to such optionee shall terminate and become void at midnight on the thirtieth day after the date of termination, but in no event later than the specified expiration date of the option. (b) In the event that an optionee ceases to be an employee of the Company by reason of his or her disability or death, any option granted to such optionee shall be immediately and automatically accelerated and all previously unexercised options (to the extent that they have not previously been forfeited in accordance with the terms of the individual option agreement) shall vest and be exercisable (by the optionee's personal representative, heir or legatee, in the event of death) during the period ending one hundred eighty (180) days after the date of termination of employment, but in no event later than the specified expiration date of the option. 6 - 5 - (c) In the event an optionee ceases to be an employee of the Company by reason of his or her retirement with the consent of the Company, any option granted to such employee which had vested as of the date of retirement may be exercised during the period ending ninety (90) days after the date of retirement, but in no event later than the specified expiration date of the option. (d) For purposes of the Plan, a transfer of an employee between the parent Company and a subsidiary company, or between subsidiary companies, shall not be deemed a termination of employment. 11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. (a) In the event that the outstanding shares of the Common Stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any reorganization, recapitalization, reclassification, stock split-up, combination of shares or dividends payable in capital stock, appropriate adjustments shall be made in the number and kind of shares as to which options may be granted under the Plan and as to which outstanding options or portions thereof then unexercised shall be exercisable, to the end that the proportionate interest of the option holder shall be maintained as before the occurrence of such event. Such adjustment in outstanding options shall be made without change in the total price applicable to the unexercised portion of such options and with a corresponding adjustment in the option price per share. (b) If the Company is to be consolidated with or acquired by another entity in a merger, tender offer, sale of all or substantially all of the Company's assets or otherwise (an "Acquisition"), the Committee, or the board of directors of any entity assuming the obligations of the Company hereunder ("Successor Board"), shall, as to outstanding options, (i) make appropriate provision for the rights of the holders of such options by substituting on an equitable basis for the shares then subject to such options the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition; or (ii) upon written notice to the optionees, provide that all options must be exercised, to the extent then exercisable, within a specified number of days of the date of such notice, at the end of which period the options shall terminate; or (iii) terminate all options in exchange for a cash payment equal to the excess of the value (determined by reference to the consideration to be paid for outstanding shares in the Acquisition) of the shares subject to such options (to the extent then vested and exercisable) over the exercise price thereof. (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in subsections 11(a) and (b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, an optionee upon exercising an option shall be entitled to receive for the purchase price paid upon such exercise the securities he or she would have received if he or she had exercised such option prior to such recapitalization or reorganization. In the event of the proposed dissolution or liquidation of the Company, each option will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions 7 - 6 - as shall be determined by the Committee. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to options. No adjustments shall be made for dividends paid in cash or in property other than securities of the Company. No fractional shares shall be issued under the Plan and the optionee shall receive from the Company cash in lieu of such fractional shares. Upon the happening of any of the events described in this Section 11, the class and aggregate number of shares set forth in Section 5 hereof that are subject to options which previously have been or subsequently may be granted under this Plan shall also be appropriately adjusted to reflect the events described in such subparagraphs. The Committee or the Successor Board shall determine the specific adjustments to be made under this Section 11 and, subject to Section 2, its determination shall be conclusive. 12. RESTRICTIONS ON ISSUANCE OF SHARES. Notwithstanding the provisions of Section 8 of the Plan, the Company shall have no obligation to deliver any certificate or certificates upon exercise of an option until one of the following conditions shall be satisfied: (i) The shares with respect to which the option has been exercised are at the time of the issue of such shares effectively registered under applicable Federal and State securities acts as now in force or hereafter amended; or (ii) Counsel for the Company shall have given an opinion that such shares are exempt from registration under Federal and State securities acts as now in force or hereafter amended; and until the Company has complied with all applicable laws and regulations, including without limitation all regulations required by any stock exchange upon which the Company's outstanding common stock is then listed. The Company shall use its best efforts to bring about compliance with the above conditions within a reasonable time, except that the Company shall be under no obligation to cause a registration statement or a post-effective amendment to any registration statement to be prepared at its expense solely for the purpose of covering the issue of shares in respect of which any option may be exercised. Any stock purchased under the Plan prior to shareholder approval of the Plan may not be sold, assigned, transferred, pledged or encumbered in any way and will be held in escrow by the Company until shareholder approval for the Plan is obtained, and if such approval is not obtained by the earlier of (i) the next annual meeting of stockholders of the Company, or (ii) June 30, 1996, the purchase of such stock and any option granted hereunder and this Plan will be automatically rescinded and the purchase price returned to purchasing optionees without interest. 13. REPRESENTATIONS OF OPTIONEE. The Company may require the optionee to deliver such written warranties and representations upon exercise of the option that the Company deems reasonable or necessary, including without limitation a representation that a purchase of shares under the option is made for investment and not with a view to their distribution (as that term is used in the Securities Act of 1933). 8 - 7 - 14. MODIFICATION OF OUTSTANDING OPTIONS. The Committee or the Board of Directors may accelerate the exercisability of any outstanding option and may authorize changes to any outstanding option with the consent of the participant (including, without limitation, to extend the term of an option upon termination of employment to a date not later than ten (10) years from the original grant date) when and subject to such conditions as are deemed to be in the best interests of the Company and in accordance with the purposes of the Plan. 15. 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 the earlier of (i) the next annual meeting of stockholders of the Company, or (ii) June 30, 1996, and the Plan shall take effect as of the date of adoption immediately upon such approval. 16. TERMINATION AND AMENDMENT OF PLAN. The Plan shall expire at the end of the business day on December 31, 2005 (except as to options outstanding on that date). The Board may at any time terminate the Plan or make such modification or amendment thereof as it deems advisable; provided, however, that except as provided in Section 11 the Board may not, without approval of the stockholders of the Company obtained in the manner stated in Section 15, increase the maximum number of shares for which options may be granted under the Plan. To the extent required by Rule 16b-3, any other amendments to this Plan shall be approved by the stockholders of the Company in the manner stated in Section 15. Termination or any modification or amendment of the Plan shall not, without consent of a participant, affect his rights under an option previously granted to him. 17. WITHHOLDING OF ADDITIONAL INCOME TAXES. Upon any exercise of any option or the vesting or transfer of restricted stock or securities acquired on the exercise of an option hereunder, or the making of a distribution or other payment with respect to such stock or securities, the Company may withhold taxes in respect of amounts that constitute compensation includable in gross income. The Committee in its discretion may condition (i) the exercise of an option, or (iv) the vesting or transferability of restricted stock or securities acquired by exercising an option, on the optionee's making satisfactory arrangement for such withholding. Such arrangement may include payment by the optionee in cash or by check of the amount of the withholding taxes or, at the discretion of the Committee, by the optionee's delivery of previously held shares of Common Stock otherwise deliverable upon exercise of an option, with such shares in each case having an aggregate fair market value equal to the amount of such withholding taxes. EX-4.4 3 FORM OF STOCK OPTION AGREEMENT 1 EXHIBIT 4.4 ----------- 2 OPTION AGREEMENT AGREEMENT made this _____ day of _______________, 19__, by and between Hadco Corporation, a Massachusetts corporation with a usual place of business in Salem, New Hampshire (hereinafter the "Company"), and __________________________ ________________________________________ of ____________________________________ (hereinafter the "Optionee"). This Agreement and the option granted hereunder are pursuant to and subject to the terms and conditions of the Company's November 29, 1995 Non-Qualified Stock Option Plan (the "Plan"), a copy of which has been made available to the Optionee. Unless the context otherwise requires, terms used herein shall have the same meaning as in the Plan. Section 1. GRANT OF OPTION. The Company grants to the Optionee an option to purchase, on the terms and conditions hereinafter set forth, _______________ (__________) shares (the "Option Shares") of the Company's Common Stock, $0.05 par value, at the option price of _______________________________________________ and __/100 ($___________) Dollars per share. This option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code. Section 2. PERIOD OF OPTION. (a) VESTING. The right to exercise this option and purchase the Option Shares shall vest in installments as set forth below, unless earlier terminated in accordance with the provisions of Section 2(c) hereof. 3 - 2 - Cumulative Percent of Option Shares That May Be Purchased Date of Vesting ---------------------------- --------------- 15 One Year Anniversary of Date of Grant 30 Two Year Anniversary of Date of Grant 45 Three Year Anniversary of Date of Grant 60 Four Year Anniversary of Date of Grant 75 Five Year Anniversary of Date of Grant 90 Six Year Anniversary of Date of Grant 100 Seven Year Anniversary of Date of Grant (b) EXPIRATION. The option granted hereunder shall expire on the ten year anniversary of the date of grant of the option. (c) TERMINATION. (1) Any unvested or unexercised option granted hereunder shall terminate and become void at midnight on the thirtieth (30th) day after the Optionee's employment with the Company is terminated for any reason other than disability, death, or retirement with the consent of the Company, but in no event may the option be exercised later than the specified expiration date of the option. (2) In the event the employment of the Optionee terminates by reason of his disability or death, the option granted hereunder to such Optionee shall be immediately and automatically accelerated and to the extent such option is unexercised, it shall vest and be exercisable (by the Optionee's personal representative, heir, or legatee, in the event of death) during the period ending one hundred eighty (180) days after the date of termination of employment, but in no event later than the specified expiration date of the option. For purposes of this Agreement, the Optionee's employment shall always be deemed to have been terminated due to disability if (a) the Optionee's employment is terminated by either the Company or the Optionee; (b) at the time of such termination, the Optionee is unable to work 4 - 3 - due to sickness or injury and is totally disabled, either physically or mentally; (c) the Optionee is unable to substantially perform any gainful employment for a period of five (5) consecutive months, including the time of termination; and (d) the Optionee applies for and is approved for disability payments by the Social Security Administration of the United States government. The date of any such disability shall be the first day of such consecutive period during which the Optionee was unable, due to his physical or mental condition, to substantially perform any gainful employment. (3) In the event the employment of the Optionee terminates by reason of his retirement with the consent of the Company, any option granted hereunder which had vested as of the date of retirement may be exercised during the period ending ninety (90) days after the date of retirement, but in no event later than the specified expiration date of the option. (4) For purposes of this Agreement, a transfer of the Employee between the parent Company and a subsidiary company, or between subsidiary companies, shall not be deemed a termination of employment. Section 3. LIMITATIONS ON RIGHT TO EXERCISE OPTION. Notwithstanding anything elsewhere in this Option Agreement to the contrary, except the provisions of Section 2(c) , the right to exercise this option shall be subject to the following limitations: (a) This option may not be exercised unless the Optionee, at the time he exercises this option, is an employee of one or more of the Company, a parent corporation or a subsidiary of the Company and has been such an employee at all times since the date of this Agreement. If this option shall be assumed or a new option substituted therefor as a result of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization, or liquidation, then employment by such assuming or substituting corporation (hereinafter called 5 - 4 - the "Successor Corporation") or by a parent corporation or a subsidiary thereof shall be considered for purposes of this option to be employment by the Company. (b) This option must be exercised for a minimum of one hundred (100) shares, or for all of the shares then purchasable hereunder if less than one hundred (100) shares, and no fractional shares may be purchased under this option. Section 4. EXERCISE OF OPTION. (a) METHOD OF EXERCISE OF OPTION. This option may be exercised by giving written notice to the Company by mail or in person addressed to Treasurer, Hadco Corporation, 12A Manor Parkway, Salem, New Hampshire 03079, specifying the number of Option Shares being purchased, accompanied by payment of the full option price of the shares being purchased. A copy of such notice shall be provided to Berlin, Hamilton & Dahmen, 73 Tremont Street, Boston, Massachusetts 02108, or to such other counsel as the Company may hereafter designate, and to the Bank of Boston, Shareholder Services Division, Post Office Box 644, Boston, Massachusetts 02102, or to such other Stock Transfer Agent as the Company may hereafter designate. The price for the Option Shares shall be payable (a) in U.S. Dollars in cash, or (b) through delivery of shares of Common Stock having a fair market value equal as of the date of the exercise to the cash exercise price of the option, or (c) consistent with applicable law, through the delivery of an assignment to the Company of a sufficient amount of the proceeds from the sale of the Common Stock acquired upon exercise of the option and an authorization to the broker or selling agent to pay that amount to the Company, which sale shall be at the participant's direction at the time of exercise, or (d) by any combination of (a), (b) and (c) above. The holder of an option shall not have any rights of a shareholder with respect to the shares 6 - 5 - covered by the option, except to the extent that one or more certificates for such shares shall be delivered to him upon the due exercise of the option. (b) DELIVERY OF STOCK CERTIFICATES UPON EXERCISE. Upon each exercise of this option and the satisfaction of all conditions set forth in the option, the Transfer Agent shall, on behalf of the Company, mail or deliver to the Optionee, as promptly as practicable, a stock certificate or certificates representing the Option Shares then being purchased. The Company will pay all stamp taxes due or payable in connection with the issuance of the certificates. Such certificates may bear statements relating to the non-registration of such shares under the Securities Act of 1933, and the rights, privileges and limitations of Common Stock, par value $0.05, of the Company, as set forth in the Restated Articles of Organization, as amended. (c) RESTRICTIONS ON ISSUANCE OF SHARES. Notwithstanding the foregoing, the Company shall not be obligated to deliver any such certificate or certificates upon exercise of this option until one of the following conditions shall be satisfied: (i) The shares with respect to which the option has been exercised are at the time of the issue of such shares effectively registered under applicable Federal and State securities acts as now in force or hereafter amended; or (ii) Counsel for the Company shall have given an opinion that such shares are exempt from registration under applicable Federal and State securities acts as now in force or hereafter amended; and until the Company is in compliance with all applicable laws and regulations, including without limitation all regulations required by any stock exchange upon which the Company's outstanding Common Stock is then listed. The Company shall use its best efforts to bring about compliance with the above conditions within a reasonable time, except that the Company shall be under no obligation to cause a registration statement or a post-effective amendment to any registration statement to be 7 - 6 - prepared at its expense solely for the purpose of covering the issue of shares in respect of which any option may be exercised. (d) AGREEMENT TO PURCHASE FOR INVESTMENT. By acceptance of this option, the Optionee agrees that a purchase of shares under this option will be made for investment and will not be made with a view to their distribution, as that term issued in the Securities Act of 1933, as amended, unless in the opinion of counsel for the Company such distribution is in compliance with or exempt from registration and prospectus requirements of the Act. The Optionee agrees, if necessary, to sign a certification to such effect at the time of exercising the option and agrees that the certificate for the shares so purchased may be enscribed with a legend to ensure compliance with the Securities Act of 1933 and with any other applicable securities laws. Section 5. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. (a) In the event that the outstanding shares of the Common Stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any reorganization, recapitalization, reclassification, stock split-up, combination of shares or dividends payable in capital stock, appropriate adjustments shall be made in the number and kind of shares as to which outstanding options or portions thereof then unexercised shall be exercisable, to the end that the proportionate interest of the Optionee shall be maintained as before the occurrence of such event. Such adjustment in outstanding options shall be made without change in the total price applicable to the unexercised portion of such options and with a corresponding adjustment in the option price per share. (b) If the Company is to be consolidated with or acquired by another entity in a merger, tender offer, sale of all or substantially all of the Company's assets or otherwise (an "Acquisition"), the Stock Option Committee of the Company's Board of Directors (the 8 - 7 - "Committee") , the Company's Board of Directors, or, the board of directors of any entity assuming the obligations of the Company hereunder, shall, as to outstanding options, (i) make appropriate provision for the rights of the Optionee by substituting on an equitable basis for the shares then subject to such options the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition; or (ii) upon written notice to the Optionee, provide that all options must be exercised, to the extent then exercisable, within a specified number of days of the date of such notice, at the end of which period the options shall terminate; or (iii) terminate all options in exchange for a cash payment equal to the excess of the value (determined by reference to the consideration to be paid for outstanding shares in the Acquisition) of the shares subject to such options (to the extent then vested and exercisable) over the exercise price thereof. (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in subsections 5(a) and (b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising this option shall be entitled to receive for the purchase price paid upon such exercise the securities he or she would have received if he or she had exercised such option prior to such recapitalization or reorganization. In the event of the proposed dissolution or liquidation of the Company, the option will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Committee. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to the option. No adjustments shall be made for dividends paid in cash 9 - 8 - or in property other than securities of the Company. No fractional shares shall be issued and the Optionee shall receive from the Company cash in lieu of such fractional shares. The Committee or the Successor Board shall determine the specific adjustments to be made under this Section 5 and, subject to the Plan, its determination shall be conclusive. Section 6. EFFECT UPON EMPLOYMENT. The grant of this option confers no right upon the Optionee with respect to the continuation of his employment with the Company or a subsidiary of the Company. Nothing contained herein shall be construed as interfering with or restricting the right of the Company or its subsidiary or of the Optionee to terminate his employment at any time. Section 7. NON-TRANSFERABILITY. This option shall not be assignable or transferable except by will or by the laws of descent and distribution. During the lifetime of the Optionee, this option shall be exercisable only by the Optionee. This option shall be null and void and without effect upon the bankruptcy of the Optionee, or upon any attempted assignment or transfer, including without limitation, any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition, attachment, trustee process or similar process whether legal or equitable, upon such option. Section 8. NOTICES. Any notice permitted or required under this Option Agreement shall be sufficient if made in writing and mailed, postage prepaid, or delivered in hand to the parties as follows: (a) as to the Company, to its Treasurer at the principal office of the Company; and (b) as to the Optionee, at the address listed for the Optionee on the books of the Company or the books of the Stock Transfer Agent, or (c) as to either party, at such other address as shall be designated by the addressee in a written notice to the other complying as to delivery with the terms of this Section 8. 10 - 9 - Section 9. GOVERNING LAW. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the Commonwealth of Massachusetts. Section 10. MODIFICATION OF OUTSTANDING OPTIONS. The Stock Option Committee of the Company's Board of Directors or the Company's Board of Directors may accelerate the exercisability of any outstanding option and may authorize changes to any outstanding option with the consent of the Optionee when and subject to such conditions as are deemed to be in the best interests of the Company and in accordance with the purposes of the Company's November 29, 1995 Non-Qualified Stock Option Plan. Section 11. ENTIRE AGREEMENT. This Agreement contains the full and complete understanding and agreement of the parties hereto as to the subject matter hereof and may not be modified or amended, nor may any provisions hereof be waived, except by a further written agreement duly signed by each of the parties. Section 12. BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, representatives, successors and assigns; provided, however, that as respects the Optionee, this Agreement is deemed to be personal in nature and may not be assigned or transferred. Section 13. INTERPRETATION AND CONSTRUCTION. Any interpretation or construction of this Option Agreement by the Company's Board of Directors, or a duly authorized committee appointed by the Board, shall be final and conclusive. The section headings are for convenience of reference only and shall not be deemed germane to the interpretation or construction of this Option Agreement. 11 - 10 - Section 14. SURVIVAL. All representations, warranties and acknowledgments made in this Agreement shall survive the delivery of the certificate or certificates representing the shares purchased pursuant to the exercise of the option granted herein. Section 15. WITHHOLDING TAXES. If the Company in its discretion determines that it is obligated to withhold any tax in connection with the exercise of this option, or in connection with the transfer of, or the lapse of restrictions on, any Common Stock or other property acquired pursuant to this option, the Optionee hereby agrees that the Company may withhold from the Optionee's wages or other remuneration the appropriate amount of tax. At the discretion of the Company, the amount required to be withheld may be withheld in cash from such wages or other remuneration or in kind from the Common Stock or other property otherwise deliverable to the Optionee on exercise of this option. The Optionee further agrees that, if the Company does not withhold any amount from the Optionee's wages or other remuneration sufficient to satisfy the withholding obligation of the Company, the Optionee will make reimbursement on demand, in cash, for the amount withheld. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 12 - 11 - IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. Witnesses: Hadco Corporation - ----------------------------------- --------------------------------- - ----------------------------------- --------------------------------- Optionee EX-5 4 OPINION OF TESTA, HURWITZ & THIBEAULT, LLP 1 EXHIBIT 5 --------- 2 September 5, 1996 Hadco Corporation 12A Manor Parkway Salem, New Hampshire 03079 Re: Registration Statement on Form S-8 Relating to the Hadco Corporation Non-Qualified Stock Option Plan of November 29, 1995 ---------------------------------- Ladies and Gentlemen: We are of the opinion that the 1,000,000 shares on Common Stock, par value $.05 per share, proposed to be issued by Hadco Corporation (the "Company") pursuant to the Hadco Corporation Non-Qualified Stock Option Plan of November 29, 1995 (the "Plan") will be validly issued, fully paid and nonassessable after issuance of such shares in accordance with the terms of the Plan. We are further of the opinion that no action of any governmental authority is necessary for the issuance and sale of such shares of Common Stock by the Company except that the above Registration Statement shall have become effective and such action as may be necessary under the securities laws of the several states shall have been taken. We hereby consent to filing of this opinion as Exhibit 5 to the Registration Statement. This opinion is to be used while the Registration Statement is in effect. We call your attention to the fact that we have reviewed all documents, certificates and matters of law that we have deemed necessary or appropriate in rendering the opinions set forth in this letter. Very truly yours, TESTA, HURWITZ & THIBEAULT, LLP EX-23.2 5 CONSENT OF ARTHUR ANDERSEN, LLP 1 EXHIBIT 23.2 ------------ 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of Hadco Corporation on Form S-8 of our report dated November 15, 1995, included in the Hadco Corporation Annual Report on Form 10-K for the year ended October 28, 1995 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Boston, Massachusetts September 5, 1996 -----END PRIVACY-ENHANCED MESSAGE-----