-----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, RfNdvqsnpViy0y0Rl0BudxRsJHcD1KZ0ozqvmDUPd8Gm6PfKyKAX7WTEAwpYQrov XhrGBI3H2/GjF7uP9Kw5OA== 0000950135-00-001503.txt : 20000321 0000950135-00-001503.hdr.sgml : 20000321 ACCESSION NUMBER: 0000950135-00-001503 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000320 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: 8-A12B SEC ACT: SEC FILE NUMBER: 001-15335 FILM NUMBER: 574019 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 8-A12B 1 HADCO CORP. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 Hadco Corporation ---------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Massachusetts 04-2393279 ----------------------- ------------------- (State of Incorporation (IRS Employer or Organization) Identification No.) 12A Manor Parkway, Salem, New Hampshire 03079 --------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and is 12(g) of the Exchange Act and is effective pursuant to General effective pursuant to General Instruction A.(c), please check Instruction A.(d), please check the following box: [X] the following box: [ ] Securities Act registration statement file number to which this form relates: Not applicable Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ Common Stock New York Stock Exchange Purchase Rights Securities to be registered pursuant to Section 12(g) of the Act: -------------------------- (Title of Class) 2 Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED Information concerning the Registrant's Common Stock Purchase Rights is contained in 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 August 23, 1995 pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (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 to Section 12(g) of the Exchange Act. The Registrant held a meeting of the Board of Directors on March 18, 2000 at which the Registrant was authorized to enter into Amendment No. 1, dated as of March 18, 2000, to the Rights Agreement, dated as of August 22, 1995 between the Registrant and The First National Bank of Boston. Item 2. EXHIBITS Exhibit No. Exhibit - ----------- ------- 1. Rights Agreement, dated as of August 22, 1995, between Hadco Corporation and The First National Bank of Boston (filed as Exhibit 1 to the Registration Statement on Form 8-A, File No. 0-12102, filed on August 23, 1995 and incorporated herein by reference). 2. Amendment No. 1, dated as of March 18, 2000, to the Rights Agreement, dated as of August 22, 1995, between Hadco Corporation and The First National Bank of Boston. 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. HADCO CORPORATION By: /s/ Patricia Randall ------------------------------------ Patricia Randall Vice President Date: March 20, 2000 EX-2 2 AMENDMENT #1 TO RIGHTS AGREEMENT 1 EXHIBIT 2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT NO. 1, dated as of March 18, 2000 (the "AMENDMENT"), to the RIGHTS AGREEMENT, dated as of August 22, 1995 between HADCO CORPORATION, a Massachusetts corporation (the "COMPANY"), and THE FIRST NATIONAL BANK OF BOSTON, a national banking association, as Rights Agent (the "RIGHTS AGREEMENT"). All terms not otherwise defined herein shall have the meanings given such terms in the Rights Agreement. W I T N E S S E T H: WHEREAS, on August 22, 1995, the Board of Directors of the Company (the "BOARD") authorized and declared a dividend distribution with respect to each share of Common Stock of the Company (the "COMMON STOCK") outstanding as of the close of business on September 11, 1995 constituting the right to purchase one share of Common Stock of the Company, as reflected in the Rights Agreement; and WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may cause the Rights Agreement to be amended at any time prior to the Final Amendment Date (as defined in the Rights Agreement) without the approval of any holders of certificates representing shares of Common Stock; and WHEREAS, on March 18, 2000, the Board authorized and approved the amendment of the Rights Agreement. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. The last sentence of Section 2 shall be amended and restated in its entirety as follows: "The Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable, upon ten (10) days' prior written notice to the Rights Agent. The Rights Agent shall have no duty to supervise, and in no event be liable for, the acts or omissions of any such co-Rights Agent." 2. The first sentence of Section 3(a) shall be amended and restated in its entirety as follows: "Until the earliest of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or the Close of Business on the twentieth day after the Stock Acquisition Date as it relates to the acquisition of shares of Common Stock by J. & W. Seligman & Co. Incorporated, William C. 2 Morris and Seligman Communications & Information Fund, Inc. as disclosed in their Schedule 13G/A (Amendment No. 7) filed with the Securities and Exchange Commission on March 9, 2000) (or, if the aforesaid tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such specified or unspecified later date on or after the Record Date as may be determined by action of a majority of the Continuing Directors, after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 25% or more of the shares of Common Stock then outstanding or (iii) the Close of Business on the tenth Business Day after an Adverse Person Event (the earliest of (i), (ii) and (iii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). 3. Except as amended hereby, the Rights Agreement shall continue in full force and effect. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed, all as of the day and year first above written. Attest: HADCO CORPORATION By: /s/ Patricia Randall By: /s/ F. Gordon Bitter ----------------------------- ----------------------------------- Name: Patricia Randall Name: F. Gordon Bitter Title: Vice President Title: Senior Vice President and Chief Financial Officer Attest: FLEET NATIONAL BANK (As successor to The First National Bank of Boston) By: /s/ Stephen M. Plefka By: /s/ Carol A. Mulvey-Eori ----------------------------- ----------------------------------- Name: Stephen M. Plefka Name: Carol A. Mulvey-Eori Title: Senior Account Manager Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----