-----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, NQ/dE3hwqVVOCLpEho2s9j7qJGlwO1cE1B+imMRV/QSN2ckX5mpElE1IYMcBJTC7 8QohRiD5u2vrTLmyvFkn3Q== 0000950135-00-002195.txt : 20000419 0000950135-00-002195.hdr.sgml : 20000419 ACCESSION NUMBER: 0000950135-00-002195 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000418 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: 604189 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 CORPORATION 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 registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box: [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check 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(b) of the Exchange Act and as amended by the Registrant's Registration Statement on Form 8-A, File No. 0-12102, filed on March 20, 2000 pursuant to Section 12(b) of the Exchange Act and as amended by the Registrant's Registration Statement on Form 8-A, File No. 0-12102, filed on March 29, 2000 pursuant to Section 12(b) of the Exchange Act. The Registrant held a meeting of the Board of Directors on April 17, 2000 at which the Registrant was authorized to enter into Amendment No. 3, dated as of April 17, 2000, to the Rights Agreement, dated as of August 22, 1995 between the Registrant and The First National Bank of Boston, as amended by Amendment No. 1 dated March 18, 2000 and as amended by Amendment No. 2 dated March 28, 2000. 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 (filed as Exhibit 2 to the Registration Statement on Form 8-A, File No. 0-12102, filed on March 20, 2000 and incorporated herein by reference). 3. 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 (filed as Exhibit 2 to the Registration Statement on Form 8-A, File No. 0-12102, filed on March 29, 2000 and incorporated herein by reference). 4. Amendment No. 3, dated as of April 17, 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 and Amendment No. 2 dated March 28, 2000. 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/ F. Gordon Bitter --------------------------------------- Name: F. Gordon Bitter Title: Senior Vice President and Chief Financial Officer Date: April 17, 2000 EX-4 2 AMENDMENT NO.3 TO RIGHTS AGREEMENT 1 Exhibit 4 AMENDMENT NO. 3 TO RIGHTS AGREEMENT AMENDMENT NO. 3, dated as of April 17, 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 and as amended by Amendment No. 2 dated March 28, 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 April 17, 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 in Section 1(a) shall be amended and restated in its entirety as follows: "Acquiring Person" shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of more than 20% of the shares of Common Stock then outstanding, but shall not include the following Persons (each individually called an "Exempt Person"): (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or of any Subsidiary of the Company, (iii) any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, (iv) Horace H. Irvine II, Andrea P. Irvine and John O. Irvine (including any spouses of any of the foregoing Persons; any lineal descendants, including children 2 and adopted children, of any of the foregoing Persons or of any of their spouses; and, in addition to but not in limitation of the foregoing, any donees that are blood relatives of any of the foregoing Persons or of any of their spouses) and any or all of his or her or their heirs, personal representative(s), trustee(s), executor(s), administrator(s) and estates, as well as any trust created in the past or future by or for the benefit of any or all of the foregoing Persons referred to in this Section 1(a)(iv) (including any trustees or successor trustees of any such trusts or any successor trusts thereto), except that Horace H. Irvine II shall not be deemed an Exempt Person at any time as he (not including any of the other Persons referred to in this Section 1(a)(iv)) should acquire (except by reason of any inheritance or gift from any Person, or by reason of any acquisition from any spouse and/or child and/or sibling of his) the outstanding Beneficial Ownership of an additional 1% or more of the outstanding Common Stock of the Company beyond that of which he (not including any of the other Persons referred to in this Section 1(a)(iv)) has Beneficial Ownership on August 22, 1995, and further provided that any percentage increase in his Beneficial Ownership of outstanding Common Stock of the Company by reason of share purchases by the Company shall not be deemed to be part of any such additional 1% or more or (v) Sanmina Corporation, a Delaware corporation, and/or any of its subsidiaries. 2. That Section 7(a) shall be amended and restated in its entirety as follows: Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase set forth on the reverse side thereof and the certificate contained therein completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares of Common Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the Final Expiration Date, (ii) the time at which the Rights are redeemed as provided in Section 23 hereof, (iii) the time at which the Rights expire pursuant to Section 13(d) hereof, (iv) the time at which such Rights are exchanged as provided in Section 26 hereof, or (v) immediately prior to the Effective Time, as defined in the Agreement and Plan of Merger, dated as of April 17, 2000 among Sanmina Corporation, a Delaware corporation ("Sanmina"), a wholly owned subsidiary of Sanmina and the Company, as may be amended from time to time (the earliest of (i), (ii), (iii), (iv) or (v) being herein referred to as the "Expiration Date"). 3 3. Except as amended hereby, the Rights Agreement shall continue in full force and effect. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 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: Sr. Vice President and CFO Attest: FLEET NATIONAL BANK (As successor to The First National Bank of Boston) By: /s/ Paul L. Eori By: /s/ Katherine Anderson ----------------------------- ------------------------------------ Name: Paul L. Eori Name: Katherine Anderson Title: Senior Account Manager Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----