-----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, STG4l0yTSaihWMksBdJTpD6w6K5UwFIPaiBoh61KHrFgRs9AJc1lmrxPC9cdfHy1 3cQbxY4ONNZv5Xg+ARPPWQ== 0000950135-98-001102.txt : 19980219 0000950135-98-001102.hdr.sgml : 19980219 ACCESSION NUMBER: 0000950135-98-001102 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980217 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980218 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: 8-K SEC ACT: SEC FILE NUMBER: 000-12102 FILM NUMBER: 98544894 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): FEBRUARY 17, 1998 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 033-95284 04-2393279 State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) Incorporation
================================================================================ 2 ITEM 5. OTHER EVENTS. Hadco Corporation (the "Company") issued the press releases attached as Exhibits 99.1 and 99.2. ITEM 7. EXHIBITS. 99.1 Press Release dated February 17, 1998. 99.2 Press Release dated February 17, 1998. 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 By: /s/ TIMOTHY LOSIK ---------------------------------- TIMOTHY LOSIK CHIEF FINANCIAL OFFICER February 18, 1998 EX-99.1 2 PRESS RELEASE 1 Exhibit 99.1 SALEM, N.H. Feb. 17, 1998 /PRNewswire/ -- Hadco Corporation (Nasdaq: HDCO) announced today that it agreed to acquire Continental Circuits Corporation (Nasdaq: CCIR) for $23.90 per share, approximately $185 million in cash, plus the assumption of approximately $33 million in debt. In addition Frederick G. McNamee, III, Chairman, President and Chief Executive Officer of Continental Circuits, has agreed to reinvest in the combined company and has agreed to enter into an employment contract. Mr. McNamee, along with other executives of Continental Circuits including James Buchanan, Vice President of Marketing and Sales, Steven Lach, Vice President of Operations, and Gerome Wilson, General Manager of the Austin, Texas facility have signed a Stock Holders Agreement agreeing to vote, any shares they may be entitled to vote, in favor of the transaction and to tender their shares in the offering. The acquisition of Continental Circuits, a leading manufacturer of complex multilayer printed circuits, will consolidate with Hadco's position as the largest publicly owned interconnect circuit producer in North America, and one of the largest in the world. In addition, it will improve Hadco's position in the complex multilayer circuit board segment, one of the fastest growing segments of the interconnect industry. Andy Lietz, Chief Executive Officer and President of Hadco, stated, "Our objective is to enhance our leadership position in the global interconnect market. With the worldwide proliferation of complex electronic products, the increased scale of operations provided by the Hadco and Continental Circuits combination will allow Hadco to offer the greatest array of technologically advanced interconnect products in the world. On a geographic basis, the acquisition of Continental Circuits provides us with a significant Southwest presence in volume and quick-turn prototype production of high quality printed circuits. Regarding customer base, Continental Circuits has developed many long term relationships with leading companies in the electronic industry that will be very complimentary to Hadco's customer base. The acquisition is a key element in Hadco's long-term growth strategy." Rick (Frederick) McNamee, Chairman, President and Chief Executive Officer of Continental Circuits, stated, "With the combination of Hadco and Continental Circuits, we will unite the efforts of two of the stronger and more technologically advanced interconnect manufacturers in North America. The companies will have the opportunity to continue their research and technology development together, which will help Hadco better serve the combined customer base. In addition, we believe Hadco represents an excellent opportunity for our employees to benefit from the additional growth prospects in the electronics industry." Headquartered in Phoenix, AZ Continental Circuits manufactures complex multilayer printed circuits. Markets served include original equipment manufacturers and contract assemblers in the computer, communications, instrumentation and industrial control industries. Hadco is the largest manufacturer of advanced electronic interconnect products in North America. The Company offers a wide array of sophisticated manufacturing, engineering and systems integration services to meet its customers electronic interconnect needs. The Company's principal products are complex multilayer rigid printed circuits and backplane assemblies. Hadco provides customers with a range of products and services that includes development, design, quick-turn prototype, pre-production, volume products, and backplane assembly. Hadco's customers are a diverse group of original equipment manufacturers and contract manufacturers in the computing (mainly workstations, servers, mainframes, storage and notebooks), data communications / telecommunications and industrial automation industries, including process controls, automotive, medical and instrumentation. The Company operates ten facilities, with nine facilities in the United States and one facility in Malaysia. Except for the historical information contained in this press release (including pricing, net revenue, net income, and operating expectations) there may be forward looking statements that involve risks and uncertainties. Factors that could cause actual results to differ materially from forward looking statements include, but are not limited to, general economic conditions, business conditions in the electronics industry, demand for the company's products, and other risks and uncertainties described in reports and other documents filed by the company from time to time with the Securities and Exchange Commission. A conference call will take place at 10:00 a.m. EST on February 17, 1998 Dial-in number is 415-904-7331. Replay will be available until 11:00 a.m. EST on February 19, 1998 by calling 1-800-633-8284 with the reservation number 379 8064. Hadco Corporation's press releases are available through Company News On-Call by fax at 800-758-5804, PIN #390325, or on the Internet at http://www.hadco.com:8080/ /CONTACT: Timothy P. Losik, Vice President and Chief Financial Officer of HADCO, 603-898-8000, tlosik@hadco.com/ EX-99.2 3 PRESS RELEASE 1 Exhibit 99.2 SALEM, N.H., Feb. 17, 1998 /PRNewswire/ -- HADCO Corporation (Nasdaq: HDCO) today reported financial results for its first quarter ended January 31, 1998. Net sales for the first quarter were $198.3 million, net income was $12.1 million, and diluted earnings per share were $0.90. In the same quarter a year ago, not including the Zycon acquisition, net sales were $111.5 million, and before deducting the non-recurring $78 million write-off relating to the acquisition of Zycon, net income was $8.8 million and diluted earnings per share was $0.81. Comparing these two periods, net sales increased 78%, net income increased 38%, and diluted earnings per share increased 11%. On a pro-forma basis, assuming the acquisition of Zycon had occurred immediately prior to the beginning of the first quarter of 1997, net sales for that quarter would have been $172.5 million, net income $7.9 million, and diluted earnings per share $0.72. Comparing these pro-forma figures with the first quarter of 1998, net sales increased 15%, net income increased 53%, and diluted earnings per share increased 25%. Backlog at the end of the first quarter was $112.8 million, versus $122.2 million for the previous quarter. Andy Lietz, President and CEO, said "we are very pleased with the record attainment in net sales, and net income. Demand for all of our product offerings increased significantly over the previous quarter. Our backplane assembly net sales increased 39% over the same period a year ago, and increased 32% over the previous quarter. Net sales from our HDI products (high density interconnect or _chip carriers_) increased 63% over the previous quarter. Printed circuit net sales increased 13% over the previous quarter, and pricing on these products did not change materially from the previous quarter." Hadco is the largest manufacturer of advanced electronic interconnect products in North America. The Company offers a wide array of sophisticated manufacturing, engineering and systems integration services to meet its customers' electronic interconnect needs. The Company's principal products are complex multilayer rigid printed circuits and backplane assemblies. Hadco provides customers with a range of products and services that includes development, design, quick-turn prototype, pre-production, volume products, and backplane assembly. Hadco's customers are a diverse group of original equipment manufacturers and contract manufacturers in the computing (mainly workstations, servers, mainframes, storage and notebooks), data communications / telecommunications and industrial automation industries, including process controls, automotive, medical and instrumentation. The Company operates ten facilities, with nine facilities in the United States and one facility in Malaysia. Except for the historical information contained in this press release (including pricing, net revenue, net income, and operating expectations) there may be forward looking statements that involve risks and uncertainties. Factors that could cause actual results to differ materially from forward looking statements include, but are not limited to, general economic conditions, business conditions in the electronics industry, demand for the company's products, and other risks and uncertainties described in reports and other documents filed by the company from time to time with the Securities and Exchange Commission. A conference call will take place at 10:00 a.m. EST on February 17, 1998. Dial in number is 415 904 7331. Replay will be available beginning at 11:00 a.m. on February 17th through February 19th at 11:00 a.m. by calling 800-633-8284 with the reservation number 379 8064. Hadco Corporation's press releases are available through Company News On-Call by fax at 800-758-5804, PIN# 390325, or on the Internet at http://www.hadco.com:8080/ 2 HADCO CORPORATION Table A Condensed Financial Highlights (in thousands except per share data) (unaudited) Three Months Ended
1/25/97 1/31/98 Actual Pro-Forma(1) Actual Consolidated Summary Statements of Operations: Net Sales $111,536 $172,547 $198,274 Gross Profit $ 26,377 $ 34,738 $ 39,067 Write off in-process R&D $(78,000) Income from Operations $(62,443) $ 17,977 $ 21,284 Net Income $(69,161) $ 7,900 $ 12,127 Weighted Average Shares outstanding Basic 10,413 10,413 13,096 Diluted 10,413 10,944 13,505 Earnings Per Share Basic $ (6.64) $ 0.76 $ 0.93 Diluted $ (6.64) $ 0.72 $ 0.90 Other Data: Capital Expenditures $ 11,011 $ 17,939 $ 19,366 Interest Expense $ 933 $ 4,669 $ 2,099 Consolidated Balance Sheet Data: Working capital $ 22,072 $ 66,517 Total Assets $448,554 $526,243 Long-term debt and capital lease obligations, net of current portion $228,168 $118,769 Stockholders Investment $ 71,057 $253,077
(1) Gives effect to the acquisition of Zycon assuming such transaction had occurred on October 29, 1995. /CONTACT: Timothy P. Losik, Vice President and Chief Financial Officer of HADCO, 603-898-8000, tlosik@hadco.com -----END PRIVACY-ENHANCED MESSAGE-----