-----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, PnnfqlcCTTBg2NmKtVygzi9FaD45K2c8FliqMmYaQ6G1poZEnyoDEXXUU8JlS52b oJQieg4NmIwm+FKGXHxp+A== 0000950135-00-002491.txt : 20000504 0000950135-00-002491.hdr.sgml : 20000504 ACCESSION NUMBER: 0000950135-00-002491 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000502 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000503 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: 618331 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 CORPORATION 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): May 3, 2000 HADCO CORPORATION (Exact name of Registrant as specified in its charter) MASSACHUSETTS 0-12102 04-2393279 (State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 12A MANOR PARKWAY, SALEM, NEW HAMPSHIRE (Address of principal executive offices) 03079 (Zip Code) (603) 898-8000 Registrant's telephone number, including area code 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On May 3, 2000, Hadco Corporation, a Massachusetts corporation (the "Company"), Sanmina Corporation, a Delaware corporation ("Sanmina"), and SANM Acquisition Subsidiary, Inc., a Massachusetts corporation and a wholly-owned subsidiary of Sanmina (the "Merger Sub"), amended (the "Amendment") the Agreement and Plan of Merger by and among the Company, Sanmina and Merger Sub dated as of April 17, 2000 (the "Agreement"). The Amendment identifies the corporate purpose for the surviving corporation following the merger. The other provisions of the Agreement shall remain in full force and effect. The Amendment is attached hereto as Exhibit 2.1 and is hereby incorporated by reference. 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Description ----------- ----------- 2.1 Amendment No. 1 dated May 3, 2000 to Agreement and Plan of Merger by and among Hadco Corporation, SANM Acquisition Subsidiary, Inc. and Sanmina Corporation dated as of April 17, 2000 99.1 Agreement and Plan of Merger dated as of April 17, 2000 by and among Hadco Corporation, SANM Acquisition Subsidiary, Inc. and Sanmina Corporation (filed as Exhibit 2.1 to Current Report on Form 8-K, File No. 0-12102, filed on April 18, 2000 and incorporated herein by reference) 4 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 May 3, 2000 By: /s/ F. Gordon Bitter ----------------------------------- F. Gordon Bitter Senior Vice President and Chief Financial Officer 5 EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 2.1 Amendment No. 1 dated May 3, 2000 to Agreement and Plan of Merger by and among Hadco Corporation, SANM Acquisition Subsidiary, Inc. and Sanmina Corporation dated as of April 17, 2000 99.1 Agreement and Plan of Merger dated as of April 17, 2000 by and among Hadco Corporation, SANM Acquisition Subsidiary, Inc. and Sanmina Corporation (filed as Exhibit 2.1 to Current Report on Form 8-K, File No. 0-12102, filed on April 18, 2000 and incorporated herein by reference) EX-2.1 2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER 1 Exhibit 2.1 AMENDMENT NO. 1 Amendment No. 1 dated as of May 3, 2000 (the "Amendment") to the Agreement and Plan of Merger among Sanmina Corporation, a Delaware corporation ("Parent"), SANM Acquisition Subsidiary, Inc., a Massachusetts corporation and a wholly owned subsidiary of Parent ("Sub") and Hadco Corporation, a Massachusetts corporation (the "Company") dated as of April 17, 2000 (the "Merger Agreement"). WHEREAS, Parent, Sub and the Company want to amend the Merger Agreement; and NOW, THEREFORE, for good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, the parties hereto agree as follows: 1. Section 1.5(a) shall be amended to add the following sentence at the end of the section: "Accordingly, the purposes set forth in the Articles of Organization of Sub as in effect immediately prior to the Effective Time, which permit Sub to do all things lawful under Massachusetts law, shall become the purposes of the Surviving Corporation." 2. The other provisions of the Merger Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment No. 1 as of the date first above written. 2 SANMINA CORPORATION By: /s/ RANDY FURR ------------------------------------ Name: Randy Furr Title: President SANM ACQUISITION SUBSIDIARY, INC. By: /s/ RANDY FURR ------------------------------------ Name: Randy Furr Title: Vice President By: /s/ BETSY JORDAN ------------------------------------ Name: Betsy Jordan Title: Treasurer HADCO CORPORATION By: /s/ ANDREW E. LIETZ ------------------------------------ Name: Andrew E. Lietz Title: President By: /s/ F. GORDON BITTER ------------------------------------ Name: F. Gordon Bitter Title: Treasurer -----END PRIVACY-ENHANCED MESSAGE-----