-----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, B0eDaOyUG6pBeVZkzT3+oONQObpva2VV/4/gZxLaY4kws9XrckR7TWZouIwcGrTf g1drmBB6bKPQdgKNrAafFQ== 0000950135-98-001848.txt : 19980327 0000950135-98-001848.hdr.sgml : 19980327 ACCESSION NUMBER: 0000950135-98-001848 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980320 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980326 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: 98574633 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 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 20, 1998 Hadco Corporation (Exact name of Registrant as specified in its charter) MASSACHUSETTS 0-12102 04-2393279 ------------- ------- ---------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) Incorporation) 12A Manor Parkway, Salem, New Hampshire, 03079 ---------------------------------------------- (Address of principal executive offices) (603) 898-8000 ---------------------------------------------- Registrant's telephone number, including area code 2 Item 2. ACQUISITION OR DISPOSITION OF ASSETS. On March 20, 1997, Hadco Acquisition Corp. II (the "Purchaser"), a Delaware corporation and a direct, wholly owned subsidiary of Hadco Corporation, a Massachusetts corporation and the Registrant herein (the "Parent"), purchased 7,276,708 (or approximately 98 percent) of the outstanding shares of common stock, $.01 par value (the "Continental Common Stock"), of Continental Circuits Corp. (the "Company"), a Delaware corporation, for $23.90 per share, net to the seller in cash or an aggregate purchase price of $174 million. The acquisition was made pursuant to a tender offer by the Purchaser and the Parent, to purchase all of the outstanding shares of Continental Common Stock at $23.90 per share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 20, 1998 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together, and with any amendments or supplements thereto, collectively constitute the "Offer"). Promptly after completion of the Offer, pursuant to the terms of the Agreement and Plan of Merger dated February 16, 1998, among the Parent, the Purchaser and the Company (the "Merger Agreement"), the Purchaser was merged, pursuant to Section 253 of the Delaware General Corporation Law, with and into the Company (the "Merger"), whereby the Company now is a direct, wholly-owned subsidiary of the Parent, and all shares of Continental Common Stock outstanding immediately prior to the effective time of the Merger (other than shares owned by the Parent, the Purchaser, the Company or any of their respective subsidiaries, or shareholders who properly perfect appraisal rights in accordance with Section 262 of the Delaware General Corporation Law, as amended) were converted into the right to receive $23.90 in cash, without interest and less any required withholding taxes. On February 16, 1998, the Parent, the Purchaser, the Company and the holders of approximately 7 percent of the shares of Continental Common Stock entered into a Stockholders Agreement (the "Stockholders Agreement"), pursuant to which, among other things, such holders severally (i) agreed to tender shares beneficially owned by them in the Offer, and (ii) agreed to vote their shares of Continental Common Stock in a certain manner under certain circumstances. The purchase price for the shares of Continental Common Stock acquired in the Offer and pursuant to the Merger Agreement was determined by arms-length negotiation between the Parent and the Company and was funded by a $400 million senior revolving credit facility, among the Parent, the banks thereto, and BankBoston, N.A., Individually and as Agent. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (a) & (b) It is impracticable at this time for the Registrant to file, together with this Current Report, the required financial statements and pro forma financial information with respect to the Company. Accordingly, the Registrant hereby undertakes to file such required statements and information by amendment to this Current Report on Form 8-K on or prior to March 25, 1998. 3 (c) EXHIBITS 2.1 Agreement and Plan of Merger dated as of February 16, 1998 (filed as Exhibit (c)(1) to the Schedule 14D-1 filed by the Registrant on February 20, 1998 and incorporated herein by reference). 2.2 Stockholders Agreement dated December 4, 1996, among the Registrant and the parties named therein (filed as Exhibit (c)(2) to the Schedule 14D-1 filed by the Registrant on February 20, 1998 and incorporated herein by reference). 2.3 Amendment No. 1 to Agreement and Plan of Merger dated as of March 13, 1998 among the Registrant, Hadco Acquisition Corp. II and Continental Circuits Corp. (filed as Exhibit (c)(3) to Amendment No. 1 to the Schedule 14D-1 filed by the Registrant on February 20, 1998 and incorporated herein by reference). 10.1 Amended and Restated Revolving Credit Agreement dated as of December 8, 1997 between the Registrant and BankBoston, N.A. (filed as Exhibit (b) to the Schedule 14D-1 filed by the Registrant on February 20, 1998 and incorporated herein by reference). 10.2 First Amendment and Modification Agreement by and among the Registrant and BankBoston, N.A. dated as of March 19, 1998 amending the Amended and Restated Revolving Credit Agreement (filed as Exhibit (b)(2) to the Amendment No. 2 to the Schedule 14D-1 filed by the Registrant on February 20, 1998 and incorporated herein by reference). 10.3 Guaranty dated as of March 19, 1998 by Purchaser in favor of BankBoston, N.A. (filed as Exhibit (b)(3) to the Amendment No. 2 to the Schedule 14D-1 filed by the Registrant on February 20, 1998 and incorporated herein by reference). 10.4 Stock Pledge Agreement dated as of March 19, 1998 by Purchaser in favor of BankBoston, N.A. (filed as Exhibit (b)(4) to the Amendment No. 2 to the Schedule 14D-1 filed by the Registrant on February 20, 1998 and incorporated herein by reference). 4 10.5 Confirmation of Guaranty made as of March 20, 1998 by Purchaser in favor of BankBoston, N.A. (filed as Exhibit (b)(5) to the Amendment No. 2 to the Schedule 14D-1 filed by the Registrant on February 20, 1998 and incorporated herein by reference). 5 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 Dated: March 26, 1998 By: /s/ Timothy P. Losik ----------------------- Timothy P. Losik Chief Financial Officer 6 EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE 2.1 Agreement and Plan of Merger dated as of February 16, 1998 (filed as Exhibit (c)(1) to the Schedule 14D-1 filed by the Registrant on February 20, 1998 and incorporated herein by reference). 2.2 Stockholders Agreement dated December 4, 1996, among the Registrant and the parties named therein (filed as Exhibit (c)(2) to the Schedule 14D-1 filed by the Registrant on February 20, 1998 and incorporated herein by reference). 2.3 Amendment No. 1 to Agreement and Plan of Merger dated as of March 13, 1998 among the Registrant, Hadco Acquisition Corp. II and Continental Circuits Corp. (filed as Exhibit (c)(3) to Amendment No. 1 to the Schedule 14D-1 filed by the Registrant on February 20, 1998 and incorporated herein by reference). 10.1 Amended and Restated Revolving Credit Agreement dated as of December 8, 1997 between the Registrant and BankBoston, N.A. (filed as Exhibit (b) to the Schedule 14D-1 filed by the Registrant on February 20, 1998 and incorporated herein by reference). 10.2 First Amendment and Modification Agreement by and among the Registrant and BankBoston, N.A. dated as of March 19, 1998 amending the Amended and Restated Revolving Credit Agreement (filed as Exhibit (b)(2) to the Amendment No. 2 to the Schedule 14D-1 filed by the Registrant on February 20, 1998 and incorporated herein by reference). 10.3 Guaranty dated as of March 19, 1998 by Purchaser in favor of BankBoston, N.A. (filed as Exhibit (b)(3) to the Amendment No. 2 to the Schedule 14D-1 filed by the Registrant on February 20, 1998 and incorporated herein by reference). 10.4 Stock Pledge Agreement dated as of March 19, 1998 by Purchaser in favor of BankBoston, N.A. (filed as Exhibit (b)(4) to the Amendment No. 2 to the Schedule 14D-1 filed by the Registrant on February 20, 1998 and incorporated herein by reference). 7 10.5 Confirmation of Guaranty made as of March 20, 1998 by Purchaser in favor of BankBoston, N.A. (filed as Exhibit (b)(5) to the Amendment No. 2 to the Schedule 14D-1 filed by the Registrant on February 20, 1998 and incorporated herein by reference). -----END PRIVACY-ENHANCED MESSAGE-----