-----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, D0Vzl2+X0OUNaIvH09S2UxLtCgaG59++pq29Z42+pZJU+Yil7QshTe0+VD3eyEFY Ot3YHW+coW68l4AwMX2lLg== 0000950135-00-001786.txt : 20000331 0000950135-00-001786.hdr.sgml : 20000331 ACCESSION NUMBER: 0000950135-00-001786 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000328 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000330 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-K SEC ACT: SEC FILE NUMBER: 001-15335 FILM NUMBER: 584630 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-K 1 HADCO CORP 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): March 28, 2000 HADCO CORPORATION (Exact name of Registrant as specified in its charter) 12A MANOR PARKWAY, SALEM, NEW HAMPSHIRE (Address of principal executive offices) 03079 (Zip Code) (603) 898-8000 Registrant's telephone number, including area code MASSACHUSETTS 0-12102 04-2393279 (State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2 ITEM 5. OTHER EVENTS Hadco Corporation (the "Company") held a meeting of the Board of Directors on March 24, 2000 at which the Company was authorized to enter into Amendment No. 2, dated as of March 28, 2000 (the "Amendment"), to the Rights Agreement, dated as of August 22, 1995 between the Company and The First National Bank of Boston, as amended by Amendment No. 1 dated March 18, 2000. A copy of the Amendment is attached as Exhibit 99.1 hereto. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (C) Exhibits Amendment No. 2, dated as of March 28, 2000, to the Rights Agreement, dated as of August 22, 1995 between Hadco Corporation and The First National Bank of Boston, as amended by Amendment No. 1 dated March 18, 2000. 3 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 March 29, 2000 By: /s/ Patricia Randall ------------------------------------ Patricia Randall Vice President 4 EXHIBIT INDEX EXHIBIT NO. EXHIBIT - ----------- ------- 99.1 Amendment No. 2, dated as of March 28, 2000, to the Rights Agreement, dated as of August 22, 1995 between Hadco Corporation and The First National Bank of Boston, as amended by Amendment No. 1 dated March 18, 2000. EX-99.1 2 AMENDMENT NO 2 TO RIGHTS AGREEMENT 1 EXHIBIT 99.1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT AMENDMENT NO. 2, dated as of March 28, 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, as amended by Amendment No. 1 dated March 18, 2000 (as so amended, 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 24, 2000, the Board authorized and approved the further 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 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 thirtieth 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. 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 2 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). 2. 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. 2 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 - Finance and Administration 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-----