1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10Q/A (Amendment No.1) (Mark One) (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 26, 1997 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from ___________ to _____________ Commission File Number 0-12102 HADCO CORPORATION (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2393279 - ------------- ---------- (State or other jurisdiction or incorporation (I.R.S. Employer organization) Identification No.) 12A Manor Parkway, Salem, NH 03079 - ---------------------------- ----- (Address of principal executive offices) (Zip Code) Telephone: (603) 898-8000 ------------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes: X No: ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Registrant had 10,471,863 shares of Common Stock, $0.05 Par Value, outstanding at May 8, 1997. 2 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders (a) The annual meeting of stockholders of Hadco Corporation was held on February 26, 1997. (b) No information provided due to inapplicability of item. (c) A vote was proposed to (1) elect a Board of Directors to serve for the ensuing year or until their respective successors are duly elected and qualified; (2) approve the amendment and restatement of the Hadco Corporation 1991 Non-Employee Director Stock Option Plan and (3) ratify the selection of Arthur Andersen LLP as auditors for the fiscal year ending October 25, 1997. The voting results are as follows: Votes Votes Votes Votes Broker For Against Withheld Abstained Non-Votes (1) Horace H. Irvine III 9,678,940 N/A 8,335 N/A - Patrick Sweeney 9,679,540 N/A 7,735 N/A - Andrew E. Lietz 9,679,540 N/A 7,735 N/A - J. Stanley Hill 9,550,660 N/A 136,615 N/A - Oliver O. Ward 9,674,690 N/A 12,585 N/A - Lawrence Coolidge 9,679,540 N/A 7,735 N/A - John F. Smith 9,678,615 N/A 8,660 N/A - John E. Pomeroy 9,679,340 N/A 7,935 N/A - James C. Taylor 9,679,340 N/A 7,935 N/A - (2) 1991 Stock Option Plan 6,783,225 895,368 N/A 7,182 1,500 (3) Arthur Andersen LLP 9,679,657 3,718 N/A 3,900 - (d) No information provided due to inapplicability of item. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. Dated: May 29, 1997 HADCO CORPORATION By: /s/ Timothy P. Losik ----------------------------- Timothy P. Losik Chief Financial Officer, Vice President