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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): April 17, 2000
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
(Address of principal executive offices)
03079
(Zip Code)
(603) 898-8000
Registrant's telephone number, including area code
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 17, 2000, Hadco Corporation, a Massachusetts corporation (the
"Company"), entered into an Agreement and Plan of Merger (the "Agreement") by
and among the Company, Sanmina Corporation, a Delaware corporation ("Sanmina"),
and SANM Acquisition Subsidiary, Inc., a Massachusetts corporation and a
wholly-owned subsidiary of Sanmina (the "Merger Sub"), providing for the merger
of Merger Sub with and into the Company (the "Merger"), after which the separate
corporate existence of Merger Sub shall cease and the Company shall continue as
the surviving corporation and a wholly-owned subsidiary of Sanmina.
In the Merger, all outstanding shares of Common Stock, par value $.05
per share, of the Company shall each be converted into the right to receive 1.40
shares of Common Stock, par value $.01 per share, of Sanmina (the "Sanmina
Common Stock"). If the average last reported sale price of Sanmina's Common
Stock during the 20 trading days ending on the third trading day prior to the
date of the meeting of the Company's stockholders (the "Stockholders Meeting")
to approve the Merger and the Agreement is less than $40.00 per share (subject
to adjustments for stock splits, stock dividends, combinations and the like),
the Company may terminate the Agreement, subject to Sanmina's right to increase
the exchange ratio to $56.00 divided by the average last reported sale price of
Sanmina's Common Stock during the 20 trading days ending on the third trading
day prior to the date of the Stockholders Meeting. The Agreement provides for a
mutual termination fee of $23.87 million in the event that either party
terminates the Agreement under certain circumstances. In addition, the Company
has granted Sanmina an option to purchase 19.9% of the outstanding shares of the
Company, which is exercisable only upon certain events. The consummation of the
Merger is subject to various conditions precedent, including approval of the
stockholders holding two-thirds of the outstanding Common Stock of the Company
and various state and Federal regulatory agencies, as well as other customary
conditions. The Merger is intended to be a tax-free reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended, and is intended to be
treated as a pooling of interests for financial accounting purposes in
accordance with generally accepted accounting principles. The Agreement is
attached hereto as Exhibit 2.1 and is hereby incorporated by reference.
Horace H. Irvine, II, the Company's Chairman of the Board of Directors
and certain trusts for Mr. Irvine's benefit, collectively holders of
approximately 5% of the outstanding Company Common Stock, and all the other
Directors of the Company and certain officers of the Company, collectively
holders of approximately 1% of the outstanding Company Common Stock, have agreed
to vote in favor of the approval of the Merger and the Agreement. The
stockholders agreement is attached hereto as Exhibit 99.2 and is hereby
incorporated by reference.
ITEM 5. OTHER EVENTS
The Company held a meeting of the Board of Directors on April 17, 2000
at which the Company was authorized to enter into Amendment No. 3, dated as of
April 17, 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
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and as amended by Amendment No. 2 dated March 28, 2000. A copy of the Amendment
is attached as Exhibit 99.3 hereto and is hereby incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of April 17, 2000 by and among Hadco
Corporation, SANM Acquisition Subsidiary, Inc. and Sanmina Corporation.
99.1 Press Release of Sanmina Corporation dated April 17, 2000.
99.2 Stockholders Agreement dated as of April 17, 2000 among Sanmina Corporation, a
Delaware corporation, and certain stockholders of Hadco Corporation, a
Massachusetts corporation, listed thereto.
99.3 Amendment No. 3, dated as of April 17, 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 and as amended by
Amendment No. 2 dated March 28, 2000.
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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
April 17, 2000 By: /S/ F. Gordon Bitter
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F. Gordon Bitter
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Exhibit
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2.1 Agreement and Plan of Merger dated as of April 17, 2000 by and among Hadco
Corporation, SANM Acquisition Subsidiary, Inc. and Sanmina Corporation.
99.1 Press Release of Sanmina Corporation dated April 17, 2000.
99.2 Stockholders Agreement dated as of April 17, 2000 among Sanmina Corporation, a
Delaware corporation, and certain stockholders of Hadco Corporation, a
Massachusetts corporation, listed thereto.
99.3 Amendment No. 3, dated as of April 17, 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 and as amended by
Amendment No. 2 dated March 28, 2000.