content: <PAGE>   1
      As filed with the Securities and Exchange Commission on September 6, 1996
  
                                                        Registration No. 333-_____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                  HADCO CORPORATION
                 (Exact name of issuer as specified in its charter)
  
           Massachusetts                                    04-2393279
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
  
                            12A Manor Parkway, Salem, New Hampshire 03079
                 (Address of Principal Executive Offices) (Zip Code)
  
                                --------------------
  
                                  HADCO CORPORATION
                           NON-QUALIFIED STOCK OPTION PLAN
                                OF NOVEMBER 29, 1995
                              (Full title of the plan)
  
                                --------------------
  
                              Stephen A. Hurwitz, Esq.
                           TESTA, HURWITZ & THIBEAULT, LLP
                                  High Street Tower
                                   125 High Street
                             Boston, Massachusetts 02110
                 (Name and address of agent for service of process)
  
                                    617-248-7000
            (Telephone number, including area code, of agent for service)
  
  ================================================================================
  
  
  <PAGE>   2
  
  
  
                                        - 2 -
  
  <TABLE>
                                      CALCULATION OF REGISTRATION FEE
  <CAPTION>
  
  =====================================================================================================
  
                                                                         Proposed
                                              Proposed Maximum            Maximum           Amount of
   Title of Securities       Amount to            Offering               Aggregate         Registration
    to be Registered       be Registered       Price Per Share         Offering Price          Fee
    ----------------       -------------       ---------------         --------------       ---------
  
  <S>                      <C>                    <C>                  <C>                  <C>      
  Common Stock               2,500 shares         $30.81(1)            $    77,025.00(1)    $   26.56
  (Par Value $.05)
                           997,500 shares         $26.375(2)           $26,309,062.50(2)    $9,072.09
  
  =====================================================================================================
  <FN>
  
  (1)       Such shares are issuable upon exercise of outstanding options with fixed exercise prices.
            Pursuant to Rule 457(h), the aggregate offering price and the fee have been computed upon
            the basis of the price at which the options may be exercised.
  
  (2)       The price of $26.375 per share, which is the average of the high and low prices reported on
            the Nasdaq National Market on September 3, 1996, is set forth solely for purposes of
            calculating the filing fee pursuant to Rule 457(c) and is used only for those shares without
            a fixed exercise price.
  
  =====================================================================================================
  </TABLE>
  
  
  <PAGE>   3
                                       - 3 -
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information.
           ----------------
  
          The documents containing the information specified in this Item 1 will
  be sent or given to employees, directors or others as specified by Rule
  428(b)(1). In accordance with the rules and regulations of the Securities and
  Exchange Commission (the "Commission") and the instructions to Form S-8, such
  documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
  Item 2.  Registration Information and Employee Plan Annual Information.
           -------------------------------------------------------------
  
          The documents containing the information specified in this Item 2 will
  be sent or given to employees as specified by Rule 428(b). In accordance with
  the rules and regulations of the Commission and the instructions to Form S-8,
  such documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
           ---------------------------------------
  
          The following documents filed with the Securities and Exchange
  Commission (the "Commission") are incorporated by reference in this registration
  statement:
  
          (a)    Registrant's Annual Report on Form 10-K, File No. 0-12102, for
                 the year ended October 28, 1995;
  
          (b)    Registrant's Quarterly Reports on Form 10-Q, File No. 0-12102 for
                 the quarters ended January 27, 1996, April 27, 1996 and July 27,
                 1996;
  
          (c)    All other reports filed by registrant pursuant to Section 13(a)
                 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
                 Act") since the end of the fiscal year covered by the annual
                 report referred to in (a) above; and
  
          (d)    The section entitled "Description of Registrant's Securities to
                 be Registered" contained in the Registrant's registration
                 statement on Form 8-A, File No. 0-12102, filed on May 4, 1984
                 pursuant to Section 12(g) of the Exchange Act, and incorporating
                 by reference the information contained in the Registrant's
                 registration statement on Form S-1, File No. 2-86810, and as
                 amended by the Registrant's Restated Articles of Organization,
                 filed as Exhibit 3 to the 
  <PAGE>   4
  
                                       - 4 -
  
  
                 Registrant's Quarterly Report on Form 10-Q, File No. 0-12102, for
                 the quarter ended April 29, 1989.
  
          All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered herein have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this registration
  statement and to be a part thereof from the date of filing of such documents.
  
  Item 4.  Description of Securities.
           -------------------------
  
          Not applicable.
  
  Item 5.  Interest of Named Experts and Counsel.
           -------------------------------------
  
          The validity of the Common Stock offered hereby has been passed upon by
  Testa, Hurwitz & Thibeault, High Street Tower, 125 High Street, Boston,
  Massachusetts 02110, special counsel to the Registrant.
  
  Item 6.  Indemnification of Directors and Officers.
           -----------------------------------------
  
          Reference is made to Article V, Section 2 of the By-Laws of the
  Registrant and to Section 67 of the Massachusetts Business Corporation Law.
  
          Article V, Section 2 of the Registrant's By-Laws provides:
  
                 2. INDEMNIFICATION. Each Director, officer, employee and other
          agent of the corporation, and any person who, at the request of the
          corporation, serves as a director, officer, employee or other agent of
          another organization in which the corporation directly or indirectly
          owns shares or of which it is a creditor shall be indemnified by the
          corporation against any cost, expense (including attorney's fees),
          judgment, liability and/or amount paid in settlement reasonably incurred
          by or imposed upon him in connection with any action, suit or proceeding
          (including any proceeding before any administrative or legislative body
          or agency), to which he may be made a party or otherwise involved or
          with which he shall be threatened, by reason of his being, or related to
          his status as, a director, officer, employee or other agent of the
          corporation or of any other organization in which the corporation
          directly or indirectly owns shares or of which the corporation is a
          creditor, which other organization he serves or has served as director,
          officer, employee or other agent at the request of the corporation
          (whether or not he continues to be an officer, Director, employee or
          other agent of the corporation or such other organization at the time
          such action, suit or proceeding is brought or threatened), unless such
          indemnification is prohibited by the Business Corporation Law of the
          Commonwealth of Massachusetts. The foregoing right of indemnification
          shall be in addition to any rights to which any such person may
          otherwise be entitled and shall inure to the benefit of the executors or
  
  <PAGE>   5
  
                                       - 5 -
  
  
  
          administrators of each such person. The corporation may pay the expenses
          incurred by any such person in defending a civil or criminal action,
          suit or proceeding in advance of the final disposition of such action,
          suit or proceeding, upon receipt of an undertaking by such person to
          repay such payment if it is determined that such person is not entitled
          to indemnification hereunder. This section shall be subject to amendment
          or repeal only by action of the stockholders.
  
                 Section 67 of the Massachusetts Corporation Law provides:
  
                 Indemnification of directors, officers, employees and other
          agents of a corporation, and persons who serve at its request as
          directors, officers, employees or other agents of another organization,
          or who serve at its request in any capacity with respect to any employee
          benefit plan, may be provided by it to whatever extent shall be
          specified in or authorized by (i) the articles of organization or (ii) a
          by-law adopted by the stockholders or (iii) a vote adopted by the
          holders of a majority of the shares of stock entitled to vote on the
          election of directors. Except as the articles of organization or by-laws
          otherwise require, indemnification of any persons referred to in the
          preceding sentence who are not directors of the corporation may be
          provided by it to the extent authorized by the directors. Such
          indemnification may include payment by the corporation of expenses
          incurred in defending a civil or criminal action or proceeding in
          advance of the final disposition of such action or proceeding, upon
          receipt of an undertaking by the person indemnified to repay such
          payment if he shall be adjudicated to be not entitled to indemnification
          under this section which undertaking may be accepted without reference
          to the financial ability of such person to make repayment. Any such
          indemnification may be provided although the person to be indemnified is
          no longer an officer, director, employee or agent of the corporation or
          of such other organization or no longer serves with respect to any such
          employee benefit plan.
  
                 No indemnification shall be provided for any person with respect
          to any matter as to which he shall have been adjudicated in any
          proceeding not to have acted in good faith in the reasonable belief that
          his action was in the best interest of the corporation or to the extent
          that such matter relates to service with respect to any employee benefit
          plan, in the best interests of the participants or beneficiaries of such
          employee benefit plan.
  
                 The absence of any express provision for indemnification shall
          not limit any right of indemnification existing independently of this
          section.
  
                 A corporation shall have power to purchase and maintain insurance
          on behalf of any person who is or was a director, officer, employee or
          other agent of the corporation, or is or was serving at the request of
          the corporation as a director, officer, employee or other agent of
          another organization or with respect to any employee benefit plan,
          against any liability incurred by him in any such capacity,
  <PAGE>   6
  
                                       - 6 -
  
  
          or arising out of his status as such, whether or not the corporation
          would have the power to indemnify him against such liability.
  
                 The Registrant's Restated Articles of Organization, as amended, 
          provide:
  
                 The Corporation eliminates the personal liability of each
          director to the Corporation or its stockholders for monetary damages for
          breach of fiduciary duty as a director notwithstanding any statutory
          provision or other law imposing such liability; provided, that nothing
          in this paragraph shall eliminate or limit the liability of a director
          (i) for any breach of the director's duty of loyalty to the Corporation
          or its stockholders, (ii) for acts or omissions not in good faith or
          which involve intentional misconduct or knowing violation of law, (iii)
          under Section sixty-one or sixty-two of Chapter 156B of the
          Massachusetts General Laws, or (iv) for any transaction from which the
          director derived an improper personal benefit.
  
  Item 7.  Exemption From Registration Claimed.
           -----------------------------------
  
          Not Applicable.
  
  Item 8.  Exhibits.
           --------
  
          Exhibit No.           Description of Exhibit
          -----------           ----------------------
  
               4.1              Restated Articles of Organization of the
                                Registrant (filed as Exhibit 3 to the Registrant's
                                Quarterly Report on Form 10-Q, File No. 0-12102,
                                for the quarter ended April 29, 1989 and
                                incorporated herein by reference).
  
               4.2              By-laws, as amended (filed as Exhibit 3.2 to the
                                Registrant's Annual Report on Form 10-K, File No.
                                0-12102, for the year ended October 31, 1987 and
                                incorporated herein by reference).
  
               4.3              Hadco Corporation Non-Qualified Stock Option Plan
                                of November 29, 1995.
  
               4.4              Form of Stock Option Agreement under the Hadco
                                Corporation Non-Qualified Stock Option Plan of
                                November 29, 1995.
  
               5                Opinion of Testa, Hurwitz & Thibeault, LLP.
  
              23.1              Consent of Testa, Hurwitz & Thibeault, LLP
                                (contained in its opinion as Exhibit 5).
  
              23.2              Consent of Independent Public Accountants.
  <PAGE>   7
                                       - 7 -
  
  
  Item 9.  Undertakings.
           ------------
  
          (a)    The undersigned registrant hereby undertakes:
  
                 (1)     To file, during any period in which offers or sales are
                         being made, a post-effective amendment to this
                         registration statement:
  
                 (i)     To include any prospectus required by Section 10(a)(3) of
                         the Securities Act of 1933;
  
                 (ii)    To reflect in the prospectus any facts or events arising
                         after the effective date of the registration statement
                         (or the most recent post-effective amendment thereof)
                         which, individually or in the aggregate, represent a
                         fundamental change in the information set forth in the
                         registration statement;
  
                 (iii)   To include any material information with respect to the
                         plan of distribution not previously disclosed in the
                         registration statement or any material change to such
                         information in the registration statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Securities and Exchange Commission by the registrant pursuant to Section 13 or
  15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
  in the registration statement.
  
                 (2)     That, for the purpose of determining any liability under
                         the Securities Act of 1933, each such post-effective
                         amendment shall be deemed to be a new registration
                         statement relating to the securities offered therein, and
                         the offering of such securities at that time shall be
                         deemed to be the initial bona fide offering thereof.
  
                 (3)     To remove from registration by means of a post-effective
                         amendment any of the securities being registered which
                         remain unsold at the termination of the offering.
  
          (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
  Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
  1934) that is incorporated by reference in the registration statement shall be
  deemed to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
  <PAGE>   8
                                       - 8 -
  
  
  
          (c) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the provisions described in Item 6, or
  otherwise, the registrant has been advised that in the opinion of the Securities
  and Exchange Commission such indemnification is against public policy as
  expressed in the Act and is, therefore, unenforceable. In the event that a claim
  for indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  
  
  <PAGE>   9
  
  
  
                                     SIGNATURES
  
          Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Salem and the State of New Hampshire, on this 5th day
  of September, 1996.
  
                                          HADCO CORPORATION
  
  
                                          By: /s/ Andrew E. Lietz
                                              ------------------------------------
                                              Andrew E. Lietz
                                              Chief Executive Officer, President
                                              and Director
  
  
          EACH PERSON WHOSE SIGNATURE appears below this registration statement
  hereby constitutes and appoints Horace H. Irvine II and Andrew E. Lietz and each
  of them, with full power to act without the other, his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him and in his name, place and stead in any and all capacities (until
  revoked in writing) to sign all amendments (including post-effective amendments)
  to this Registration Statement on Form S-8 of Hadco Corporation, and to file the
  same, with all exhibits thereto and other documents in connection therewith,
  with the Securities and Exchange Commission or any state securities commission
  or other governmental entity pertaining to such registration and sale, granting
  unto said attorneys-in-fact and agents, and each of them, full power and
  authority to do and perform each and every act and thing requisite and necessary
  fully to all intents and purposes as he might or could do in person thereby
  ratifying and confirming all that said attorneys-in-fact and agents or any of
  them, or their or his substitute, may lawfully do or cause to be done by virtue
  hereof.
  
  
  <PAGE>   10
  
  
  <TABLE>
          Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the date indicated.
  <CAPTION>
  
              SIGNATURE                              CAPACITY                           DATE
              ---------                              --------                           ----
  
  <S>                                 <C>                                        <C>    
     /s/ Horace H. Irvine II          Chairman of the Board and Director         September 5, 1996
  - --------------------------
     Horace H. Irvine II
  
     /s/ Andrew E. Lietz              President, Chief Executive Officer and     September 5, 1996
  - --------------------------          Director (Principal Executive Officer)
     Andrew E. Lietz                  
  
     /s/ Timothy P. Losik             Chief Financial Officer, Vice President    September 5, 1996
  - --------------------------          and Treasurer (Principal Financial and      
     Timothy P. Losik                 Principal Accounting Officer)          
  
     /s/ Lawrence Coolidge                           Director                    September 5, 1996
  - --------------------------
     Lawrence Coolidge
  
     /s/ J. Stanley Hill                             Director                    September 5, 1996
  - --------------------------
     J. Stanley Hill
  
     /s/ John O. Irvine                              Director                    September 5, 1996
  - --------------------------
     John O. Irvine
  
     /s/ Michael Salovaara                           Director                    September 5, 1996
  - --------------------------
     Mikael Salovaara
  
     /s/ John F. Smith                               Director                    September 5, 1996
  - --------------------------
     John F. Smith
  
     /s/ Patrick Sweeney                             Director                    September 5, 1996
  - --------------------------
     Patrick Sweeney
  
     /s/ Oliver O. Ward                              Director                    September 5, 1996
  - --------------------------
     Oliver O. Ward
  </TABLE>
  
  
  
  <PAGE>   11
  
  
  
  
  <TABLE>
                                          EXHIBIT INDEX
  <CAPTION>
  
                                                                                    Sequentially
  Exhibit                           Description of Exhibit                          Numbered Page
  - -------                           ----------------------                          -------------
  
    <S>         <C>                                                                      
     4.1        Restated Articles of Organization of the Registrant (filed as
                Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q, File
                No. 0-12102, for the quarter ended April 29, 1989 and incorporated
                herein by reference).
  
     4.2        By-laws, as amended (filed as Exhibit 3.2 to the Registrant's
                Annual Report on Form 10-K, File No. 0-12102, for the year ended
                October 31, 1987 and incorporated herein by reference).
  
     4.3        Hadco Corporation Non-Qualified Stock Option Plan of
                November 29, 1995.
  
     4.4        Form of Stock Option Agreement under the Hadco Corporation
                Non-qualified Stock Option Plan of November 29, 1995.
  
     5          Opinion of Testa, Hurwitz & Thibeault, LLP
  
    23.1        Consent of Testa, Hurwitz & Thibeault, LLP (contained in its
                opinion as Exhibit 5).
  
    23.2        Consent of Independent Public Accountants.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "HADCO CORPORATION", "secsgml_size_bytes": 25717}]
metadata_filer: {"company-data": {"conformed-name": "HADCO CORP", "cik": "0000729533", "assigned-sic": "3672", "irs-number": "042393279", "state-of-incorporation": "MA", "fiscal-year-end": "1030"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11485", "film-number": "96626544"}, "business-address": {"street1": "12A MANOR PKWY", "city": "SALEM", "state": "NH", "zip": "03079", "phone": "6038988000"}, "mail-address": {"street1": "12A MONOR PARKWAY", "city": "SALEM", "state": "NH", "zip": "03079"}}
text: 1
      As filed with the Securities and Exchange Commission on September 6, 1996
  
                                                        Registration No. 333-_____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                  HADCO CORPORATION
                 (Exact name of issuer as specified in its charter)
  
           Massachusetts                                    04-2393279
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
  
                            12A Manor Parkway, Salem, New Hampshire 03079
                 (Address of Principal Executive Offices) (Zip Code)
  
                                --------------------
  
                                  HADCO CORPORATION
                           NON-QUALIFIED STOCK OPTION PLAN
                                OF NOVEMBER 29, 1995
                              (Full title of the plan)
  
                                --------------------
  
                              Stephen A. Hurwitz, Esq.
                           TESTA, HURWITZ & THIBEAULT, LLP
                                  High Street Tower
                                   125 High Street
                             Boston, Massachusetts 02110
                 (Name and address of agent for service of process)
  
                                    617-248-7000
            (Telephone number, including area code, of agent for service)
  
  ================================================================================
  2
  
                                        - 2 -
  
                                      CALCULATION OF REGISTRATION FEE
  =====================================================================================================
  
                                                                         Proposed
                                              Proposed Maximum            Maximum           Amount of
   Title of Securities       Amount to            Offering               Aggregate         Registration
    to be Registered       be Registered       Price Per Share         Offering Price          Fee
    ----------------       -------------       ---------------         --------------       ---------
  Common Stock               2,500 shares         $30.81(1)            $    77,025.00(1)    $   26.56
  (Par Value $.05)
                           997,500 shares         $26.375(2)           $26,309,062.50(2)    $9,072.09
  
  =====================================================================================================
  (1)       Such shares are issuable upon exercise of outstanding options with fixed exercise prices.
            Pursuant to Rule 457(h), the aggregate offering price and the fee have been computed upon
            the basis of the price at which the options may be exercised.
  
  (2)       The price of $26.375 per share, which is the average of the high and low prices reported on
            the Nasdaq National Market on September 3, 1996, is set forth solely for purposes of
            calculating the filing fee pursuant to Rule 457(c) and is used only for those shares without
            a fixed exercise price.
  
  =====================================================================================================
  3
                                       - 3 -
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information.
           ----------------
  
          The documents containing the information specified in this Item 1 will
  be sent or given to employees, directors or others as specified by Rule
  428(b)(1). In accordance with the rules and regulations of the Securities and
  Exchange Commission (the "Commission") and the instructions to Form S-8, such
  documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
  Item 2.  Registration Information and Employee Plan Annual Information.
           -------------------------------------------------------------
  
          The documents containing the information specified in this Item 2 will
  be sent or given to employees as specified by Rule 428(b). In accordance with
  the rules and regulations of the Commission and the instructions to Form S-8,
  such documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
           ---------------------------------------
  
          The following documents filed with the Securities and Exchange
  Commission (the "Commission") are incorporated by reference in this registration
  statement:
  
          (a)    Registrant's Annual Report on Form 10-K, File No. 0-12102, for
                 the year ended October 28, 1995;
  
          (b)    Registrant's Quarterly Reports on Form 10-Q, File No. 0-12102 for
                 the quarters ended January 27, 1996, April 27, 1996 and July 27,
                 1996;
  
          (c)    All other reports filed by registrant pursuant to Section 13(a)
                 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
                 Act") since the end of the fiscal year covered by the annual
                 report referred to in (a) above; and
  
          (d)    The section entitled "Description of Registrant's Securities to
                 be Registered" contained in the Registrant's registration
                 statement on Form 8-A, File No. 0-12102, filed on May 4, 1984
                 pursuant to Section 12(g) of the Exchange Act, and incorporating
                 by reference the information contained in the Registrant's
                 registration statement on Form S-1, File No. 2-86810, and as
                 amended by the Registrant's Restated Articles of Organization,
                 filed as Exhibit 3 to the
  4
  
                                       - 4 -
  
                 Registrant's Quarterly Report on Form 10-Q, File No. 0-12102, for
                 the quarter ended April 29, 1989.
  
          All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered herein have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this registration
  statement and to be a part thereof from the date of filing of such documents.
  
  Item 4.  Description of Securities.
           -------------------------
  
          Not applicable.
  
  Item 5.  Interest of Named Experts and Counsel.
           -------------------------------------
  
          The validity of the Common Stock offered hereby has been passed upon by
  Testa, Hurwitz & Thibeault, High Street Tower, 125 High Street, Boston,
  Massachusetts 02110, special counsel to the Registrant.
  
  Item 6.  Indemnification of Directors and Officers.
           -----------------------------------------
  
          Reference is made to Article V, Section 2 of the By-Laws of the
  Registrant and to Section 67 of the Massachusetts Business Corporation Law.
  
          Article V, Section 2 of the Registrant's By-Laws provides:
  
                 2. INDEMNIFICATION. Each Director, officer, employee and other
          agent of the corporation, and any person who, at the request of the
          corporation, serves as a director, officer, employee or other agent of
          another organization in which the corporation directly or indirectly
          owns shares or of which it is a creditor shall be indemnified by the
          corporation against any cost, expense (including attorney's fees),
          judgment, liability and/or amount paid in settlement reasonably incurred
          by or imposed upon him in connection with any action, suit or proceeding
          (including any proceeding before any administrative or legislative body
          or agency), to which he may be made a party or otherwise involved or
          with which he shall be threatened, by reason of his being, or related to
          his status as, a director, officer, employee or other agent of the
          corporation or of any other organization in which the corporation
          directly or indirectly owns shares or of which the corporation is a
          creditor, which other organization he serves or has served as director,
          officer, employee or other agent at the request of the corporation
          (whether or not he continues to be an officer, Director, employee or
          other agent of the corporation or such other organization at the time
          such action, suit or proceeding is brought or threatened), unless such
          indemnification is prohibited by the Business Corporation Law of the
          Commonwealth of Massachusetts. The foregoing right of indemnification
          shall be in addition to any rights to which any such person may
          otherwise be entitled and shall inure to the benefit of the executors or
  5
  
                                       - 5 -
  
          administrators of each such person. The corporation may pay the expenses
          incurred by any such person in defending a civil or criminal action,
          suit or proceeding in advance of the final disposition of such action,
          suit or proceeding, upon receipt of an undertaking by such person to
          repay such payment if it is determined that such person is not entitled
          to indemnification hereunder. This section shall be subject to amendment
          or repeal only by action of the stockholders.
  
                 Section 67 of the Massachusetts Corporation Law provides:
  
                 Indemnification of directors, officers, employees and other
          agents of a corporation, and persons who serve at its request as
          directors, officers, employees or other agents of another organization,
          or who serve at its request in any capacity with respect to any employee
          benefit plan, may be provided by it to whatever extent shall be
          specified in or authorized by (i) the articles of organization or (ii) a
          by-law adopted by the stockholders or (iii) a vote adopted by the
          holders of a majority of the shares of stock entitled to vote on the
          election of directors. Except as the articles of organization or by-laws
          otherwise require, indemnification of any persons referred to in the
          preceding sentence who are not directors of the corporation may be
          provided by it to the extent authorized by the directors. Such
          indemnification may include payment by the corporation of expenses
          incurred in defending a civil or criminal action or proceeding in
          advance of the final disposition of such action or proceeding, upon
          receipt of an undertaking by the person indemnified to repay such
          payment if he shall be adjudicated to be not entitled to indemnification
          under this section which undertaking may be accepted without reference
          to the financial ability of such person to make repayment. Any such
          indemnification may be provided although the person to be indemnified is
          no longer an officer, director, employee or agent of the corporation or
          of such other organization or no longer serves with respect to any such
          employee benefit plan.
  
                 No indemnification shall be provided for any person with respect
          to any matter as to which he shall have been adjudicated in any
          proceeding not to have acted in good faith in the reasonable belief that
          his action was in the best interest of the corporation or to the extent
          that such matter relates to service with respect to any employee benefit
          plan, in the best interests of the participants or beneficiaries of such
          employee benefit plan.
  
                 The absence of any express provision for indemnification shall
          not limit any right of indemnification existing independently of this
          section.
  
                 A corporation shall have power to purchase and maintain insurance
          on behalf of any person who is or was a director, officer, employee or
          other agent of the corporation, or is or was serving at the request of
          the corporation as a director, officer, employee or other agent of
          another organization or with respect to any employee benefit plan,
          against any liability incurred by him in any such capacity,
  6
  
                                       - 6 -
  
          or arising out of his status as such, whether or not the corporation
          would have the power to indemnify him against such liability.
  
                 The Registrant's Restated Articles of Organization, as amended, 
          provide:
  
                 The Corporation eliminates the personal liability of each
          director to the Corporation or its stockholders for monetary damages for
          breach of fiduciary duty as a director notwithstanding any statutory
          provision or other law imposing such liability; provided, that nothing
          in this paragraph shall eliminate or limit the liability of a director
          (i) for any breach of the director's duty of loyalty to the Corporation
          or its stockholders, (ii) for acts or omissions not in good faith or
          which involve intentional misconduct or knowing violation of law, (iii)
          under Section sixty-one or sixty-two of Chapter 156B of the
          Massachusetts General Laws, or (iv) for any transaction from which the
          director derived an improper personal benefit.
  
  Item 7.  Exemption From Registration Claimed.
           -----------------------------------
  
          Not Applicable.
  
  Item 8.  Exhibits.
           --------
  
          Exhibit No.           Description of Exhibit
          -----------           ----------------------
  
               4.1              Restated Articles of Organization of the
                                Registrant (filed as Exhibit 3 to the Registrant's
                                Quarterly Report on Form 10-Q, File No. 0-12102,
                                for the quarter ended April 29, 1989 and
                                incorporated herein by reference).
  
               4.2              By-laws, as amended (filed as Exhibit 3.2 to the
                                Registrant's Annual Report on Form 10-K, File No.
                                0-12102, for the year ended October 31, 1987 and
                                incorporated herein by reference).
  
               4.3              Hadco Corporation Non-Qualified Stock Option Plan
                                of November 29, 1995.
  
               4.4              Form of Stock Option Agreement under the Hadco
                                Corporation Non-Qualified Stock Option Plan of
                                November 29, 1995.
  
               5                Opinion of Testa, Hurwitz & Thibeault, LLP.
  
              23.1              Consent of Testa, Hurwitz & Thibeault, LLP
                                (contained in its opinion as Exhibit 5).
  
              23.2              Consent of Independent Public Accountants.
  7
                                       - 7 -
  
  Item 9.  Undertakings.
           ------------
  
          (a)    The undersigned registrant hereby undertakes:
  
                 (1)     To file, during any period in which offers or sales are
                         being made, a post-effective amendment to this
                         registration statement:
  
                 (i)     To include any prospectus required by Section 10(a)(3) of
                         the Securities Act of 1933;
  
                 (ii)    To reflect in the prospectus any facts or events arising
                         after the effective date of the registration statement
                         (or the most recent post-effective amendment thereof)
                         which, individually or in the aggregate, represent a
                         fundamental change in the information set forth in the
                         registration statement;
  
                 (iii)   To include any material information with respect to the
                         plan of distribution not previously disclosed in the
                         registration statement or any material change to such
                         information in the registration statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Securities and Exchange Commission by the registrant pursuant to Section 13 or
  15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
  in the registration statement.
  
                 (2)     That, for the purpose of determining any liability under
                         the Securities Act of 1933, each such post-effective
                         amendment shall be deemed to be a new registration
                         statement relating to the securities offered therein, and
                         the offering of such securities at that time shall be
                         deemed to be the initial bona fide offering thereof.
  
                 (3)     To remove from registration by means of a post-effective
                         amendment any of the securities being registered which
                         remain unsold at the termination of the offering.
  
          (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
  Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
  1934) that is incorporated by reference in the registration statement shall be
  deemed to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
  8
                                       - 8 -
  
          (c) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the provisions described in Item 6, or
  otherwise, the registrant has been advised that in the opinion of the Securities
  and Exchange Commission such indemnification is against public policy as
  expressed in the Act and is, therefore, unenforceable. In the event that a claim
  for indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  9
  
                                     SIGNATURES
  
          Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Salem and the State of New Hampshire, on this 5th day
  of September, 1996.
  
                                          HADCO CORPORATION
  
                                          By: /s/ Andrew E. Lietz
                                              ------------------------------------
                                              Andrew E. Lietz
                                              Chief Executive Officer, President
                                              and Director
  
          EACH PERSON WHOSE SIGNATURE appears below this registration statement
  hereby constitutes and appoints Horace H. Irvine II and Andrew E. Lietz and each
  of them, with full power to act without the other, his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him and in his name, place and stead in any and all capacities (until
  revoked in writing) to sign all amendments (including post-effective amendments)
  to this Registration Statement on Form S-8 of Hadco Corporation, and to file the
  same, with all exhibits thereto and other documents in connection therewith,
  with the Securities and Exchange Commission or any state securities commission
  or other governmental entity pertaining to such registration and sale, granting
  unto said attorneys-in-fact and agents, and each of them, full power and
  authority to do and perform each and every act and thing requisite and necessary
  fully to all intents and purposes as he might or could do in person thereby
  ratifying and confirming all that said attorneys-in-fact and agents or any of
  them, or their or his substitute, may lawfully do or cause to be done by virtue
  hereof.
  10
  
          Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the date indicated.
  SIGNATURE                              CAPACITY                           DATE
              ---------                              --------                           ----
  /s/ Horace H. Irvine II          Chairman of the Board and Director         September 5, 1996
  - --------------------------
     Horace H. Irvine II
  
     /s/ Andrew E. Lietz              President, Chief Executive Officer and     September 5, 1996
  - --------------------------          Director (Principal Executive Officer)
     Andrew E. Lietz                  
  
     /s/ Timothy P. Losik             Chief Financial Officer, Vice President    September 5, 1996
  - --------------------------          and Treasurer (Principal Financial and      
     Timothy P. Losik                 Principal Accounting Officer)          
  
     /s/ Lawrence Coolidge                           Director                    September 5, 1996
  - --------------------------
     Lawrence Coolidge
  
     /s/ J. Stanley Hill                             Director                    September 5, 1996
  - --------------------------
     J. Stanley Hill
  
     /s/ John O. Irvine                              Director                    September 5, 1996
  - --------------------------
     John O. Irvine
  
     /s/ Michael Salovaara                           Director                    September 5, 1996
  - --------------------------
     Mikael Salovaara
  
     /s/ John F. Smith                               Director                    September 5, 1996
  - --------------------------
     John F. Smith
  
     /s/ Patrick Sweeney                             Director                    September 5, 1996
  - --------------------------
     Patrick Sweeney
  
     /s/ Oliver O. Ward                              Director                    September 5, 1996
  - --------------------------
     Oliver O. Ward
  11
  
                                          EXHIBIT INDEX
  Sequentially
  Exhibit                           Description of Exhibit                          Numbered Page
  - -------                           ----------------------                          -------------
  4.1        Restated Articles of Organization of the Registrant (filed as
                Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q, File
                No. 0-12102, for the quarter ended April 29, 1989 and incorporated
                herein by reference).
  
     4.2        By-laws, as amended (filed as Exhibit 3.2 to the Registrant's
                Annual Report on Form 10-K, File No. 0-12102, for the year ended
                October 31, 1987 and incorporated herein by reference).
  
     4.3        Hadco Corporation Non-Qualified Stock Option Plan of
                November 29, 1995.
  
     4.4        Form of Stock Option Agreement under the Hadco Corporation
                Non-qualified Stock Option Plan of November 29, 1995.
  
     5          Opinion of Testa, Hurwitz & Thibeault, LLP
  
    23.1        Consent of Testa, Hurwitz & Thibeault, LLP (contained in its
                opinion as Exhibit 5).
  
    23.2        Consent of Independent Public Accountants.