-----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, VSmippiUBz9/NnMmPEb0tTJI8embGt8TlsNsJ6WaHNc5qRPyjTwwPb33l5JEtyq5 FlS7sUZFAcjRdfZtKq94fw== 0000950135-97-002619.txt : 19970606 0000950135-97-002619.hdr.sgml : 19970606 ACCESSION NUMBER: 0000950135-97-002619 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 5 333-21977 FILED AS OF DATE: 19970604 EFFECTIVENESS DATE: 19970604 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-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-28533 FILM NUMBER: 97619411 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-3MEF 1 HADCO CORPORATION 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1997 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ HADCO CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MASSACHUSETTS 04-2393279 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
12A MANOR PARKWAY SALEM, NEW HAMPSHIRE 03079 (603) 898-8000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ANDREW E. LIETZ CHIEF EXECUTIVE OFFICER HADCO CORPORATION 12A MANOR PARKWAY SALEM, NEW HAMPSHIRE 03079 (603) 898-8000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO STEPHEN A. HURWITZ, ESQ. PETER B. TARR, ESQ. TESTA, HURWITZ & THIBEAULT, LLP HALE AND DORR, LLP HIGH STREET TOWER 60 STATE STREET 125 HIGH STREET BOSTON, MA 02109 BOSTON, MA 02110 (617) 526-6000 (617) 248-7000
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable following the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-21977 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [X] ------------------------ CALCULATION OF REGISTRATION FEE ============================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(1) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $.05 per share(3)............................ 345,000 $56.39 $ 19,454,550(2) $ 5,896 ==============================================================================================================================
(1) Includes 45,000 shares of Common Stock which the Underwriters may purchase to cover over-allotments, if any. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and based on the average of the high and low sales prices on June 4, 1997, as reported on the Nasdaq National Market. (3) Includes associated Stock Purchase Rights. ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================================ 2 This Registration Statement is being filed with respect to the registration of additional shares of the common stock, $.05 par value per share, of Hadco Corporation, a Massachusetts corporation, for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier effective registration statement (Registration No. 333-21977)(the "Earlier Registration Statement") are incorporated in this Registration Statement by reference. The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith. 3 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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Salem, State of New Hampshire, on June 4, 1997. HADCO CORPORATION By /s/ TIMOTHY P. LOSIK ---------------------------------- TIMOTHY P. LOSIK Vice President, Chief Financial Officer and Treasurer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE - --------------------------------- -------------------------------------------- ------------- * Chairman of the Board and Director June 4, 1997 - --------------------------------- (HORACE H. IRVINE) * President, Chief Executive Officer and June 4, 1997 - --------------------------------- Director (Principal Executive Officer) (ANDREW E. LIETZ) /s/ TIMOTHY P. LOSIK Vice President, Chief Financial Officer June 4, 1997 - --------------------------------- and Treasurer (Principal Financial Officer (TIMOTHY P. LOSIK) and Principal Accounting Officer) * Director - --------------------------------- (LAWRENCE COOLIDGE) * Director June 4, 1997 - --------------------------------- (J. STANLEY HILL) * Director June 4, 1997 - --------------------------------- (JOHN F. SMITH) * Director June 4, 1997 - --------------------------------- (OLIVER O. WARD) * Director June 4, 1997 - --------------------------------- (PATRICK SWEENEY) * Director June 4, 1997 - --------------------------------- (JOHN E. POMEROY) * Director June 4, 1997 - --------------------------------- (JAMES C. TAYLOR)
By: /s/ TIMOTHY P. LOSIK ------------------------- (TIMOTHY P. LOSIK) ATTORNEY-IN-FACT 3 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 5 Opinion of Testa, Hurwitz & Thibeault, LLP as to the legality of the Common Stock to be offered. 23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included as part of Exhibit 5). 23.2 Consent of Arthur Andersen LLP, Boston 23.3 Consent of KPMG Peat Marwick LLP. 23.4 Consent of Arthur Andersen LLP, San Jose. 24+ Power of Attorney (included on signature page). - --------------- + Filed with the Company's Registration Statement on Form S-3 (Registration No. 333-21977).
EX-5 2 OPINION OF TESTA, HURWITZ & THIBEAULT, LLP 1 June 4, 1997 Hadco Corporation 12A Manor Parkway Salem, NH 03079 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We are counsel to Hadco Corporation, a Massachusetts corporation (the "Company"), and have represented the Company in connection with the preparation and filing of the Company's Registration Statement on Form S-3, (the "Registration Statement"), relating to the public offering of up to an aggregate of 300,000 shares of the Company's common stock, $.05 par value per share (the "Common Stock"), all of which will be issued and sold to the underwriters by the Company, and up to 45,000 shares of Common Stock which may be purchased by the underwriters from the Company to cover over-allotments, if any (collectively, the "Shares"). The Shares are to be sold by the Company to certain underwriters (the "Underwriters") represented by Robertson, Stephens & Company LLC, Merrill Lynch & Co., and Adams, Harkness & Hill, Inc., pursuant to an underwriting agreement (the "Underwriting Agreement") filed as Exhibit 1.1 to the Registration Statement. We have reviewed the corporate proceedings taken by the Board of Directors of the Company with respect to the authorization and issuance of the Shares. We have also examined and relied upon originals or copies, certified or otherwise authenticated to our satisfaction, of all corporate records, documents, agreements or other instruments of the Company and have made all investigations of law and have discussed with the Company's officers all questions of fact that we have deemed necessary or appropriate. Based upon and subject to the foregoing, we are of the opinion that the Shares to be issued and sold by the Company have been duly and validly authorized and, when sold in the manner contemplated by the Underwriting Agreement (and upon receipt by the Company of payment therefor as provided in the Underwriting Agreement) will be validly issued, fully paid and non- assessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference to our firm in the Prospectus contained in the Registration Statement under the caption "Legal Matters." Very truly yours, TESTA, HURWITZ & THIBEAULT, LLP EX-23.2 3 CONSENT OF ARTHUR ANDERSEN LLP-BOSTON 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our reports (and to all references to our Firm) included in or made a part of this registration statement. ARTHUR ANDERSEN LLP Boston, Massachusetts June 4, 1997 EX-23.3 4 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.3 The Board of Directors Hadco Corporation We consent to the use of our report included herein and to the reference to our firm under the heading "Experts" in the prospectus. KPMG Peat Marwick LLP San Jose, California June 4, 1997 EX-23.4 5 CONSENT OF ARTHUR ANDERSEN LLP-SAN JOSE 1 EXHIBIT 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our reports (and to all references to our Firm) included in or made a part of this registration statement. ARTHUR ANDERSEN LLP San Jose, California June 4, 1997 -----END PRIVACY-ENHANCED MESSAGE-----