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): March 28, 2000 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 0-12102 04-2393279 (State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2 ITEM 5. OTHER EVENTS Hadco Corporation (the "Company") held a meeting of the Board of Directors on March 24, 2000 at which the Company was authorized to enter into Amendment No. 2, dated as of March 28, 2000 (the "Amendment"), to the Rights Agreement, dated as of August 22, 1995 between the Company and The First National Bank of Boston, as amended by Amendment No. 1 dated March 18, 2000. A copy of the Amendment is attached as Exhibit 99.1 hereto. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (C) Exhibits Amendment No. 2, dated as of March 28, 2000, to the Rights Agreement, dated as of August 22, 1995 between Hadco Corporation and The First National Bank of Boston, as amended by Amendment No. 1 dated March 18, 2000. 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 March 29, 2000 By: /s/ Patricia Randall ------------------------------------ Patricia Randall Vice President 4 EXHIBIT INDEX EXHIBIT NO. EXHIBIT - ----------- ------- 99.1 Amendment No. 2, dated as of March 28, 2000, to the Rights Agreement, dated as of August 22, 1995 between Hadco Corporation and The First National Bank of Boston, as amended by Amendment No. 1 dated March 18, 2000.