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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
Continental Circuits Corp. (now known as Hadco Phoenix, Inc.)
(Exact name of Registrant as specified in its charter)
DELAWARE 000-25554 86-0267198
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation
3502 East Roeser Road, Phoenix, AZ 85040
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(Address of principal executive offices)
(602) 268-3461
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Registrant's telephone number, including area code
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Item 1. CHANGES IN CONTROL OF REGISTRANT
Pursuant to the terms of a previously reported Agreement and Plan for
Merger dated as of February 16, 1998 (the "Merger Agreement") among Continental
Circuits Corp. (the "Company"), Hadco Corporation, a Massachusetts corporation
("Parent") and Hadco Acquisition Corp. II, a Delaware Corporation and a direct
wholly owned subsidiary of Parent ("Purchaser"), on March 20, 1998, Purchaser
accepted for payment 7,276,708 shares (including 90,427 shares tendered pursuant
to guaranteed delivery procedures) of common stock, par value $.01 per share of
the Company, at a purchase price of $23.90 per share, pursuant to Purchaser's
tender offer (the "Offer").
In addition, on March 20, 1998, a Certificate of Ownership and Merger was
filed with the Delaware Secretary of State resulting in the merger of Purchaser
with and into the Company (the "Merger") with the Company surviving the Merger
as a wholly-owned subsidiary of Parent. The Company was renamed Hadco Phoenix,
Inc. Pursuant to the Merger Agreement, holders of the Company's common stock
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)
are entitled to receive $23.90 in cash for each share of the Company's common
stock previously held by them.
The purchase price for the shares of the Company 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.
Pursuant to the Merger Agreement, all of the Company's directors have
resigned from the Company's Board of Directors and have been replaced by
Parent's designee.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
See Item 1. above
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated March 20, 1998 issued by Parent.
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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.
CONTINENTAL CIRCUITS CORP.
(Now known as Hadco Phoenix, Inc.)
Dated: March 26, 1998 By: /s/ Timothy P. Losik
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Timothy P. Losik
Chief Financial Officer