content: <PAGE>   1
  
       As filed with the Securities and Exchange Commission on April 14, 2000
                                                        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 Registrant as Specified in Its Charter)
  
                                    Massachusetts
                                    -------------
           (State or Other Jurisdiction of Incorporation or Organization)
  
                                     04-2393279
                                     ----------
                        (I.R.S. Employer Identification No.)
  
                    12A Manor Parkway, Salem, New Hampshire 03079
                    ---------------------------------------------
                      (Address of Principal Executive Offices)
  
                                  HADCO CORPORATION
                           OUTSIDE DIRECTORS' COMPENSATION
                                    PLAN OF 2000
                           -------------------------------
                              (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)
  
  ================================================================================
  
                           CALCULATION OF REGISTRATION FEE
  
  ================================================================================
  
  <TABLE>
  <CAPTION>
                                                   Proposed Maximum     Proposed Maximum
   Title Of Securities To       Amount To Be      Offering Price Per        Aggregate           Amount of
       Be Registered             Registered             Share            Offering Price      Registration Fee
   ----------------------       ------------      ------------------    ----------------     ----------------
  
  <S>                           <C>                <C>                  <C>                   <C>
  Common Stock
  (Par Value $.05)                  1,056             $56.63 (1)        $   59,801.28            $ 15.79
  Common Stock                     48,944             $62.22 (2)        $3,045,234.50(2)         $803.96
  (Par Value $.05)
  </TABLE>
  
  (1)  Such shares were issued as stock awards pursuant to the Hadco Corporation
  Outside Directors' Compensation Plan of 2000 at a fair market value of $56.63.
  Pursuant to Rule 457(h), the aggregate offering price and the fee have been
  computed based on such fair market value.
  
  
  (2)  The price of $62.22 per share, which is the average of the high and low
  prices reported on The New York Stock Exchange on April 12, 2000, is set
  forth solely for purposes of calculating the filing fee pursuant to Rule
  457(h) and has been used only for those shares without a fixed exercise or
  purchase price.
  <PAGE>   2
                                       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 directors 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. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
       The documents containing the information specified in this Item 2 will be
  sent or given to directors 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 Commission are incorporated by
  reference in this registration statement:
  
  (a)  Registrant's Annual Report on Form 10-K, File No. 0-12102, for the fiscal
       year ended October 30, 1999;
  
  (b)  Registrant's Quarterly Report on Form 10-Q, File No. 0-12102, for the
       fiscal quarter ended January 28, 2000; and
  
  (c)  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 Securities Exchange Act of 1934 (the "Exchange Act") as amended by the
       Registrant's registration statement on Form 8-A, File No. 0-12102, filed on
       September 28, 1999 pursuant
  
  
                                        -2-
  <PAGE>   3
  
  
       to Section 12(b) 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 changed by the Registrant's Restated Articles
       of Organization, filed as Exhibit 3.1 to the Registrant's Registration
       Statement No. 333-21977 on Form S-3, as amended by the Amendment to the
       Restated Articles of Organization of Registrant, filed as Exhibit 3.1 to
       the Registrant's Quarterly Report on Form 10-Q, File No. 0-12102, for the
       fiscal quarter ended January 31, 1998.
  
       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.
  
       Not Applicable.
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Reference is made to Article V, Section 2 of the By-Laws of the Registrant,
  to Section 67 of the Massachusetts Business Corporation Law and the Registrant's
  Restated Articles of Organization, as amended.
  
       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
  
  
                                        -3-
  <PAGE>   4
  
  
  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 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 Chapter 156B 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
  
  
                                        -4-
  <PAGE>   5
  
  
  other agent of another organization or with respect to any employee benefit
  plan, against any liability incurred by him in any such capacity, 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
                                    Registrant (filed as Exhibit 3.1 to the
                                    Registration Statement No. 333-21977 on
                                    Form S-3 and incorporated herein by reference)
  
                   4.2              By-Laws of Registrant, as amended (filed as
                                    Exhibit 3.2 to the Registration Statement
                                    No. 333-21977 on Form S-3 and incorporated
                                    herein by reference)
  
                   4.3              Amendment to Restated Articles of Organization
                                    of Registrant dated March 4, 1998 (filed as
                                    Exhibit 3.1 to Quarterly Report on Form 10-Q,
                                    File No. 0-12102, for the quarter ended
                                    January 31, 1998 and incorporated herein by
                                    reference)
  
  
                                        -5-
  <PAGE>   6
  
  
                 4.4          Hadco Corporation Outside Directors'
                              Compensation Plan of 2000
  
                 5.1          Opinion of Testa, Hurwitz & Thibeault, LLP
  
                23.1          Consent of Testa, Hurwitz & Thibeault, LLP
                              (included in Exhibit 5.1)
  
                23.2          Consent of Arthur Andersen LLP
  
                24.1          Power of Attorney (included as part of the signature
                              page of this Registration Statement)
  
  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.
                 Notwithstanding the foregoing, any increase or decrease in volume
                 of securities offered (if the total dollar value of securities
                 offered would not exceed that which was registered) and any
                 deviation from the low or high end of the estimated maximum
                 offering range may be reflected in the form of prospectus filed
                 with the Commission pursuant to Rule 424(b) if, in the aggregate,
                 the changes in volume and price represent no more than a 20
                 percent change in the maximum aggregate offering price set forth
                 in the "Calculation of Registration Fee" table in the effective
                 registration statement;
  
                 (iii) To include any material information with respect to the
                 plan of distribution not previously disclosed in the registration
  
  
                                        -6-
  <PAGE>   7
  
  
                 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
  registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Section 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.
  
       (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 foregoing provisions,
       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.
  
  
                                        -7-
  <PAGE>   8
  
  
                                     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 14th
  day of April, 2000.
  
  
                                                  HADCO CORPORATION
  
  
                                                  By: /s/ Andrew E. Lietz
                                                      ---------------------------
                                                      Andrew E. Lietz
                                                      President, Chief Executive
                                                      Officer and Director
  
  
                                  POWER OF ATTORNEY
  
       EACH PERSON WHOSE SIGNATURE appears below hereby constitutes and appoints
  Andrew E. Lietz and F. Gordon Bitter 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
  
       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.
  
  
                                        -8-
  <PAGE>   9
  
  
  <TABLE>
  <CAPTION>
               SIGNATURE                                  TITLE                               DATE
  
  <S>                                   <C>                                              <C>
  /s/ Horace H. Irvine II               Chairman of the Board and
  -------------------------------       Director                                         April 14, 2000
  (Horace H. Irvine II)
  
  
  /s/ Andrew E. Lietz                   President, Chief Executive
  -------------------------------       Officer and Director (Principal                  April 14, 2000
  (Andrew E. Lietz)                     Executive Officer)
  
  
  
  /s/ F. Gordon Bitter                  Senior Vice President, Chief                     April 14, 2000
  -------------------------------       Financial Officer and
  (F. Gordon Bitter)                    Treasurer (Principal Financial Officer
                                        and Principal Accounting Officer)
  
  
  /s/ Oliver O. Ward                    Director                                         April 14, 2000
  -------------------------------
  (Oliver O. Ward)
  
  
  /s/ John F. Smith                     Director                                         April 14, 2000
  -------------------------------
  (John F. Smith)
  
  
  /s/ John E. Pomeroy                   Director                                         April 14, 2000
  -------------------------------
  (John E. Pomeroy)
  
  
  /s/ James C. Taylor                   Director                                         April 14, 2000
  -------------------------------
  (James C. Taylor)
  
  
  /s/ Mauro J. Walker                   Director                                         April 14, 2000
  -------------------------------
  (Mauro J. Walker)
  
  
  /s/ Gilbert M. Roddy, Jr.             Director                                         April 14, 2000
  -------------------------------
  (Gilbert M. Roddy, Jr.)
  </TABLE>
  
  
                                        -9-
  <PAGE>   10
  
  
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Exhibit No.         Description
  -----------         -----------
  
  <S>                 <C>
   4.1                Restated Articles of Organization of Registrant
                      (filed as Exhibit 3.1 to the Registration Statement
                      No. 333-21977 on Form S-3 and incorporated herein by
                      reference)
   4.2                By-Laws of Registrant, as amended (filed as
                      Exhibit 3.2 to the Registration Statement
                      No. 333-21977 on Form S-3 and incorporated herein by
                      reference)
   4.3                Amendment to Restated Articles of Organization of
                      Registrant dated March 4, 1998 (filed as Exhibit 3.1
                      to Quarterly Report on Form 10-Q, File No. 0-12102,
                      for the quarter ended January 31, 1998 and
                      incorporated herein by reference)
   4.4                Hadco Corporation Outside Directors' Compensation
                      Plan of 2000
  
   5.1                Opinion of Testa, Hurwitz & Thibeault, LLP
  23.1                Consent of Testa, Hurwitz & Thibeault, LLP (included
                      in Exhibit 5.1)
  23.2                Consent of Arthur Andersen LLP
  
  24.1                Power of Attorney (included as part of the signature
                      page to this Registration Statement)
  </TABLE>
  
  
                                        -10-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "HADCO CORPORATION", "secsgml_size_bytes": 25441}]
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": "333-34852", "film-number": "602295"}, "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 April 14, 2000
                                                        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 Registrant as Specified in Its Charter)
  
                                    Massachusetts
                                    -------------
           (State or Other Jurisdiction of Incorporation or Organization)
  
                                     04-2393279
                                     ----------
                        (I.R.S. Employer Identification No.)
  
                    12A Manor Parkway, Salem, New Hampshire 03079
                    ---------------------------------------------
                      (Address of Principal Executive Offices)
  
                                  HADCO CORPORATION
                           OUTSIDE DIRECTORS' COMPENSATION
                                    PLAN OF 2000
                           -------------------------------
                              (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)
  
  ================================================================================
  
                           CALCULATION OF REGISTRATION FEE
  
  ================================================================================
  Proposed Maximum     Proposed Maximum
   Title Of Securities To       Amount To Be      Offering Price Per        Aggregate           Amount of
       Be Registered             Registered             Share            Offering Price      Registration Fee
   ----------------------       ------------      ------------------    ----------------     ----------------
  Common Stock
  (Par Value $.05)                  1,056             $56.63 (1)        $   59,801.28            $ 15.79
  Common Stock                     48,944             $62.22 (2)        $3,045,234.50(2)         $803.96
  (Par Value $.05)
  (1)  Such shares were issued as stock awards pursuant to the Hadco Corporation
  Outside Directors' Compensation Plan of 2000 at a fair market value of $56.63.
  Pursuant to Rule 457(h), the aggregate offering price and the fee have been
  computed based on such fair market value.
  
  (2)  The price of $62.22 per share, which is the average of the high and low
  prices reported on The New York Stock Exchange on April 12, 2000, is set
  forth solely for purposes of calculating the filing fee pursuant to Rule
  457(h) and has been used only for those shares without a fixed exercise or
  purchase price.
  2
                                       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 directors 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. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
       The documents containing the information specified in this Item 2 will be
  sent or given to directors 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 Commission are incorporated by
  reference in this registration statement:
  
  (a)  Registrant's Annual Report on Form 10-K, File No. 0-12102, for the fiscal
       year ended October 30, 1999;
  
  (b)  Registrant's Quarterly Report on Form 10-Q, File No. 0-12102, for the
       fiscal quarter ended January 28, 2000; and
  
  (c)  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 Securities Exchange Act of 1934 (the "Exchange Act") as amended by the
       Registrant's registration statement on Form 8-A, File No. 0-12102, filed on
       September 28, 1999 pursuant
  
                                        -2-
  3
  
       to Section 12(b) 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 changed by the Registrant's Restated Articles
       of Organization, filed as Exhibit 3.1 to the Registrant's Registration
       Statement No. 333-21977 on Form S-3, as amended by the Amendment to the
       Restated Articles of Organization of Registrant, filed as Exhibit 3.1 to
       the Registrant's Quarterly Report on Form 10-Q, File No. 0-12102, for the
       fiscal quarter ended January 31, 1998.
  
       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.
  
       Not Applicable.
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Reference is made to Article V, Section 2 of the By-Laws of the Registrant,
  to Section 67 of the Massachusetts Business Corporation Law and the Registrant's
  Restated Articles of Organization, as amended.
  
       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
  
                                        -3-
  4
  
  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 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 Chapter 156B 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
  
                                        -4-
  5
  
  other agent of another organization or with respect to any employee benefit
  plan, against any liability incurred by him in any such capacity, 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
                                    Registrant (filed as Exhibit 3.1 to the
                                    Registration Statement No. 333-21977 on
                                    Form S-3 and incorporated herein by reference)
  
                   4.2              By-Laws of Registrant, as amended (filed as
                                    Exhibit 3.2 to the Registration Statement
                                    No. 333-21977 on Form S-3 and incorporated
                                    herein by reference)
  
                   4.3              Amendment to Restated Articles of Organization
                                    of Registrant dated March 4, 1998 (filed as
                                    Exhibit 3.1 to Quarterly Report on Form 10-Q,
                                    File No. 0-12102, for the quarter ended
                                    January 31, 1998 and incorporated herein by
                                    reference)
  
                                        -5-
  6
  
                 4.4          Hadco Corporation Outside Directors'
                              Compensation Plan of 2000
  
                 5.1          Opinion of Testa, Hurwitz & Thibeault, LLP
  
                23.1          Consent of Testa, Hurwitz & Thibeault, LLP
                              (included in Exhibit 5.1)
  
                23.2          Consent of Arthur Andersen LLP
  
                24.1          Power of Attorney (included as part of the signature
                              page of this Registration Statement)
  
  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.
                 Notwithstanding the foregoing, any increase or decrease in volume
                 of securities offered (if the total dollar value of securities
                 offered would not exceed that which was registered) and any
                 deviation from the low or high end of the estimated maximum
                 offering range may be reflected in the form of prospectus filed
                 with the Commission pursuant to Rule 424(b) if, in the aggregate,
                 the changes in volume and price represent no more than a 20
                 percent change in the maximum aggregate offering price set forth
                 in the "Calculation of Registration Fee" table in the effective
                 registration statement;
  
                 (iii) To include any material information with respect to the
                 plan of distribution not previously disclosed in the registration
  
                                        -6-
  7
  
                 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
  registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Section 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.
  
       (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 foregoing provisions,
       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.
  
                                        -7-
  8
  
                                     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 14th
  day of April, 2000.
  
                                                  HADCO CORPORATION
  
                                                  By: /s/ Andrew E. Lietz
                                                      ---------------------------
                                                      Andrew E. Lietz
                                                      President, Chief Executive
                                                      Officer and Director
  
                                  POWER OF ATTORNEY
  
       EACH PERSON WHOSE SIGNATURE appears below hereby constitutes and appoints
  Andrew E. Lietz and F. Gordon Bitter 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
  
       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.
  
                                        -8-
  9
  SIGNATURE                                  TITLE                               DATE
  /s/ Horace H. Irvine II               Chairman of the Board and
  -------------------------------       Director                                         April 14, 2000
  (Horace H. Irvine II)
  
  /s/ Andrew E. Lietz                   President, Chief Executive
  -------------------------------       Officer and Director (Principal                  April 14, 2000
  (Andrew E. Lietz)                     Executive Officer)
  
  /s/ F. Gordon Bitter                  Senior Vice President, Chief                     April 14, 2000
  -------------------------------       Financial Officer and
  (F. Gordon Bitter)                    Treasurer (Principal Financial Officer
                                        and Principal Accounting Officer)
  
  /s/ Oliver O. Ward                    Director                                         April 14, 2000
  -------------------------------
  (Oliver O. Ward)
  
  /s/ John F. Smith                     Director                                         April 14, 2000
  -------------------------------
  (John F. Smith)
  
  /s/ John E. Pomeroy                   Director                                         April 14, 2000
  -------------------------------
  (John E. Pomeroy)
  
  /s/ James C. Taylor                   Director                                         April 14, 2000
  -------------------------------
  (James C. Taylor)
  
  /s/ Mauro J. Walker                   Director                                         April 14, 2000
  -------------------------------
  (Mauro J. Walker)
  
  /s/ Gilbert M. Roddy, Jr.             Director                                         April 14, 2000
  -------------------------------
  (Gilbert M. Roddy, Jr.)
  -9-
  10
  
                                  INDEX TO EXHIBITS
  Exhibit No.         Description
  -----------         -----------
  4.1                Restated Articles of Organization of Registrant
                      (filed as Exhibit 3.1 to the Registration Statement
                      No. 333-21977 on Form S-3 and incorporated herein by
                      reference)
   4.2                By-Laws of Registrant, as amended (filed as
                      Exhibit 3.2 to the Registration Statement
                      No. 333-21977 on Form S-3 and incorporated herein by
                      reference)
   4.3                Amendment to Restated Articles of Organization of
                      Registrant dated March 4, 1998 (filed as Exhibit 3.1
                      to Quarterly Report on Form 10-Q, File No. 0-12102,
                      for the quarter ended January 31, 1998 and
                      incorporated herein by reference)
   4.4                Hadco Corporation Outside Directors' Compensation
                      Plan of 2000
  
   5.1                Opinion of Testa, Hurwitz & Thibeault, LLP
  23.1                Consent of Testa, Hurwitz & Thibeault, LLP (included
                      in Exhibit 5.1)
  23.2                Consent of Arthur Andersen LLP
  
  24.1                Power of Attorney (included as part of the signature
                      page to this Registration Statement)
  -10-