SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 22, 1995
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 03079
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (603) 898-8000
Not Applicable
(Former name or former address, if changed
since last report)
Item 5. Other Events
On August 22, 1995, the Board of Directors of Hadco
Corporation (the "Company") declared a dividend distribution of
one Right for each outstanding share of Common Stock of the
Company to stockholders of record at the close of business on
September 11, 1995. Each Right entitles the registered holder to
initially purchase from the Company one share of Common Stock at
a purchase price of $130, subject to adjustment (the "Purchase
Price"). The description and terms of the Rights are set forth
in a Rights Agreement (the "Rights Agreement") between the
Company and The First National Bank of Boston, as Rights Agent, a
copy of which is filed as Exhibit 4.1 hereto.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no
separate Rights Certificates will be distributed. The Rights
will separate from the Common Stock and a Distribution Date will
occur upon the earlier of (i) 10 days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of more than 20%
(exempting shares of Horace H. Irvine II, founder and currently
Chairman of the Board of the Company, and certain related persons
and trusts) of the outstanding shares of Common Stock (the "Stock
Acquisition Date"), (ii) 10 business days following the
commencement of a tender offer or exchange offer that may result
in a person or group beneficially owning 25% or more of such
outstanding shares of Common Stock or (iii) 10 business days
after the Continuing Directors (as defined below) of the Company
shall declare any Person to be an Adverse Person, upon a
determination that such Person, alone or together with its
affiliates and associates, has become the Beneficial Owner of an
amount of Common Stock which the Continuing Directors determine
to be substantial (which amount shall in no event be less than
10% of the shares of Common Stock then outstanding) and a
majority of the Continuing Directors (with the concurrence of a
majority of the Independent Directors (as defined below))
determines, after reasonable inquiry and investigation, including
consultation with such persons as such directors shall deem
appropriate, that (a) such beneficial ownership by such person is
intended to cause the Company to repurchase the Common Stock
beneficially owned by such person or to cause pressure on the
Company to take action or enter into a transaction or series of
transactions intended to provide such person with short-term
financial gain under circumstances where such directors determine
that the best long-term interests of the Company and its
stockholders (taking into account any impact on the national
security of the United States or the impact on any constituency
which applicable law permits directors to consider in discharging
their fiduciary duty) would not be served by taking such action
or entering into such transaction or series of transactions at
that time or (b) such beneficial ownership is causing or
reasonably likely to cause a material adverse impact (including,
but not limited to, impairment of relationships with customers or
impairment of the Company's ability to maintain its competitive
position) on the business or prospects of the Company.
Until the Distribution Date, (i) the Rights will be evidenced
by the Common Stock certificates and will be transferred with and
only with such Common Stock certificates, (ii) new Common Stock
certificates issued after September 11, 1995 will contain a
notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any
certificates for Common Stock outstanding will also constitute the
transfer of the Rights associated with the Common Stock represented
by such certificate. Pursuant to the Rights Agreement, the Company
reserves the right to require that, upon any exercise of Rights, a
number of Rights may be exercised so that only whole shares of Common
Stock will be issued.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on September 11, 2005 unless
earlier redeemed by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common
Stock as of the close of business on the Distribution Date and,
thereafter, the separate Rights Certificates alone will represent
the Rights. Except as otherwise determined by the Board of
Directors and except in connection with shares of Common Stock
issued upon the exercise of employee stock options, issuances
under other employee stock benefit plans or upon the conversion
of convertible securities issued hereafter, only shares of Common
Stock issued prior to the Distribution Date will be issued with
Rights.
In the event that the Continuing Directors determine that a
person is an Adverse Person or, at any time following the
Distribution Date, (i) the Company is the surviving corporation
in a merger with an Acquiring Person and its Common Stock is not
changed or exchanged, (ii) a Person becomes the beneficial owner
of more than 25% of the then outstanding shares of Common Stock
(except pursuant to an offer for all outstanding shares of Common
Stock which the Independent Directors determine to be fair to and
otherwise in the best interests of the Company and its
stockholders), (iii) an Acquiring Person engages in one or more
"self-dealing" transactions as set forth in the Rights Agreement,
or (iv) during such time as there is an Acquiring Person, an
event occurs which results in such Acquiring Person's ownership
interest being increased by more than 1% (e.g., a reverse stock
split), each holder of a Right will thereafter have the right to
receive, upon exercise, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company)
having a value equal to two times the exercise price of the
Right, or a majority of the Continuing Directors may exchange one
share of Common Stock for each Right. However, Rights are not
exercisable following the occurrence of the events set forth in
clauses (i) through (iv) above until such time as the Rights are
no longer redeemable by the Company as set forth below.
Notwithstanding any of the foregoing, following the occurrence of
any of the events set forth in this paragraph, all Rights that
are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by an Acquiring Person or an
Adverse Person will be null and void. The events set forth in
this paragraph will be referred to as "Section 11(a)(ii) Events."
In the event that, at any time following the Stock Acquisition
Date, (i) the Company is acquired in a merger or other business
combination transaction in which the Company is not the surviving
corporation (other than a merger described in the second
preceding paragraph or a merger which follows an offer determined
to be fair or otherwise in the best interests of the Company and
its stockholders described in clause (ii) of the second preceding
paragraph), or (ii) more than 50% of the Company's assets or
earning power is sold or transferred, each holder of a Right
(except Rights which previously have been voided as set forth
above) shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two
times the exercise price of the Right. The events set forth in
this paragraph and in the second preceding paragraph are referred
to as the "Triggering Events."
At any time after a person becomes an Acquiring Person or an
Adverse Person, a majority of the Continuing Directors may
exchange the Rights (other than Rights owned by an Acquiring
Person or Adverse Person which have become void), in whole or in
part, at an exchange ratio of one share of Common Stock, or one
Common Stock Equivalent (as defined in the Rights Agreement, per
Right (subject to adjustment).
The Purchase Price payable, and the number of shares of Common
Stock or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Common
Stock, (ii) if holders of the Common Stock are granted certain
rights or warrants to subscribe for Common Stock or convertible
securities at less than the current market price of the Common
Stock, or (iii) upon the distribution to holders of the Common
Stock of evidences of indebtedness or assets (excluding regular
quarterly or other periodic cash dividends) or of subscription
rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least
1% of the Purchase Price. No fractional shares of Common Stock
will be issued and, in lieu thereof, an adjustment in cash will
be made based on the market price of the Common Stock on the last
trading date prior to the date of exercise.
In general, the Company may redeem the Rights in whole, but
not in part, at any time until ten days following the Stock
Acquisition Date, at a price of $0.01 per Right (payable in cash,
Common Stock or other consideration deemed appropriate by the
Board of Directors). Under certain circumstances set forth in
the Rights Agreement, the decision to redeem shall require the
concurrence of a majority of the Continuing Directors. The
Company may not redeem the Rights if the Continuing Directors
have previously declared a person to be an Adverse Person. After
the redemption period has expired, the Company's right of
redemption may be reinstated if either (i) an Acquiring Person
reduces its beneficial ownership to less than 10% of the
outstanding shares of Common Stock in a transaction or a series
of transactions not involving the Company or (ii) the Board
approves the merger of the Company with, or acquisition of the
Company by, a Person unrelated to the Acquiring Person.
Immediately upon the action of the Board of Directors ordering
redemption of the Rights, with, where required, the concurrence
of the Continuing Directors, the Rights will terminate and the
only right of the holders of Rights will be to receive the
$0.01 per Right redemption price.
The term "Continuing Directors" means any member of the Board
of Directors of the Company who was a member of the Board on the
date of the Rights Agreement, and any person who is subsequently
elected to the Board if such person is recommended or approved by
a majority of the Continuing Directors, but shall not include an
Acquiring Person, an Adverse Person or an affiliate or associate
of an Acquiring Person or an Adverse Person, or any
representative of the foregoing entities. The term "Independent
Directors" means Continuing Directors who are not executive
officers of the Company.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
While the distribution of the Rights will not be taxable to
stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event
that the Rights become exercisable for Common Stock (or other
consideration) of the Company or for common stock of the
acquiring company as set forth above.
Other than those provisions relating to the principal economic
terms of the Rights, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company
prior to the earlier to occur of the determination that a person
is an Adverse Person or the Distribution Date. After the earlier
of such events, the provisions of the Rights Agreement may be
amended by the Board (in certain circumstances, with the
concurrence of the Continuing Directors) in order to cure any
ambiguity, to make changes which do not adversely affect the
interests of holders of Rights (excluding the interests of any
Acquiring Person or any Adverse Person), or to shorten or
lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust the time period governing
redemption shall be made at such time as the Rights are not
redeemable.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Exhibit
4.1 Rights Agreement, dated as of
August 22, 1995, between Hadco
Corporation and The First
National Bank of Boston, which
includes as Exhibit A the Form
of Rights Certificate, and as
Exhibit B the Summary of Rights
to Purchase Common Stock.
21.1 Press Release, dated August 22,
1995 announcing adoption of the
Stockholder Rights Plan.
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
August 22, 1995
By: /s/Timothy P. Losik
Timothy P. Losik
Vice President
and Chief Financial Officer