<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)
          (X)     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) of
                  THE SECURITIES EXCHANGE ACT OF 1934

                   For the quarterly period ended MAY 2, 1998

                                       OR

          ( )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                FOR THE TRANSITION PERIOD FROM _______ TO _______


                         COMMISSION FILE NUMBER 0-12102


                                HADCO CORPORATION
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MASSACHUSETTS                                                        04-2393279
-------------                                                        ----------
(State or other jurisdiction                                   (I.R.S. Employer
of incorporation or organization)                           Identification No.)


12A MANOR PARKWAY, SALEM, NEW HAMPSHIRE                                   03079
---------------------------------------                                   -----
(Address of principal executive offices)                             (Zip Code)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:   (603) 898-8000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes  X   No
                                       ---     ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Registrant has 13,242,127 shares of Common Stock, $0.05 Par Value, outstanding
at June 8, 1998.

<PAGE>   2
                       HADCO CORPORATION AND SUBSIDIARIES

                                      INDEX
<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION                                                   PAGE
    <S>                                                                           <C>
    Item 1. Financial Statements

           Consolidated Condensed Balance Sheets as of
           May 2, 1998 and October 25, 1997, respectively......................   3


           Consolidated Condensed Statements of Operations for the 
           Three Months ended May 2, 1998 and April 26, 1997 and 
           six months ended May 2, 1998 and April 26, 1997, 
           respectively........................................................   4

           Consolidated Condensed Statements of Cash Flows
           for the six months ended May 2, 1998
           and April 26, 1997, respectively....................................   5

           Notes to Consolidated Condensed Financial
           Statements..........................................................   6

    Item 2. Management's Discussion and Analysis of Results
            of Operations and Financial Condition..............................   15


 PART II - OTHER INFORMATION

    Item 1. Legal Proceedings..................................................   26

    Item 2. Changes in Securities .............................................   26

    Item 4. Submission of Matters to  a Vote of Security Holders ..............   26

    Item 6. Exhibits and Reports on Form 8-K ..................................   27


 SIGNATURE.....................................................................   30
</TABLE>


                                       2
<PAGE>   3


 PART I - FINANCIAL INFORMATION

      ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                           HADCO CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED CONDENSED BALANCE SHEETS
                                       (unaudited)
                                     (In thousands)

 ASSETS                                                         May 2,       October 25,
                                                                  1998            1997
                                                                --------       -----------
<S>                                                             <C>             <C>     
 Current Assets:

    Cash and cash equivalents .............................     $  4,997        $ 12,171
    Short-term investments ................................            -           1,562
    Accounts receivable, net of allowance for
     doubtful accounts of $2,589 in 1998 and
     $1,700 in 1997, respectively .........................      114,352          92,222
    Inventories ...........................................       75,095          46,000
    Deferred tax asset ....................................       20,106          10,483
    Prepaid and other current expenses ....................        8,058           4,245
                                                                --------        --------
         Total Current Assets .............................      222,608         166,683
    Property, Plant and Equipment, net ....................      318,335         231,490
    Acquired Intangible Assets, net .......................      195,026         101,131
    Other Assets ..........................................        3,472           3,213
                                                                --------        --------
                                                                $739,441        $502,517
                                                                ========        ========
LIABILITIES AND STOCKHOLDERS' INVESTMENT

Current Liabilities:

    Short-term debt and current portion of long-term debt..     $  4,837        $  5,064
    Accounts payable ......................................       74,169          68,594
    Accrued Payroll and other employee benefits ...........       29,246          28,279
    Accrued Taxes .........................................          494           1,775
    Other accrued expenses ................................       15,229           9,278
                                                                --------        --------
         Total Current Liabilities ........................      123,975         112,990
                                                                --------        --------
Long Term Debt, net of current portion ....................      359,037         109,716
                                                                --------        --------
Deferred Tax Liability ....................................       51,668          30,685
                                                                --------        --------
Other Long-Term Liabilities ...............................        9,192           9,214
                                                                --------        --------
Commitments and Contingencies
Stockholders' investment:
    Common stock, $.05 par value -
    Authorized 50,000 shares in 1998 and 25,000 in 1997
    Issued and outstanding 13,212 in
    1998 and 13,086 in 1997 ...............................          662             655
Paid-in capital ...........................................      171,466         168,246
Deferred compensation .....................................          (75)           (117)
Retained earnings .........................................       23,516          71,128
                                                                --------        --------
         Total Stockholders' Investment ...................      195,569         239,912
                                                                --------        --------
                                                                $739,441        $502,517
                                                                ========        ========
</TABLE>


              The accompanying notes are an integral part of these
                  consolidated condensed financial statements.


                                       3

<PAGE>   4

<TABLE>
<CAPTION>

                                         HADCO CORPORATION AND SUBSIDIARIES
                                   CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                                    (unaudited )
                                          (In thousands, except share data)

                                                                    Three Months Ended                      Six Months Ended
                                                                    ------------------                      ----------------
                                                                  May 2,          April 26,            May 2,          April 26,
                                                                   1998             1997               1998               1997
                                                               -----------       -----------        -----------        -----------
<S>                                                            <C>               <C>                <C>                <C>        
Net Sales ..................................................   $   209,587       $   180,662        $   407,863        $   292,198

Cost of Sales ..............................................       172,857           142,199            332,065            227,358
                                                               -----------       -----------        -----------        -----------
     Gross Profit ..........................................        36,730            38,463             75,798             64,840

Operating Expenses .........................................        21,526            17,999             39,310             28,819

Restructuring and other non-recurring charges (Note 7) .....         5,947                 -              5,947                  -

Write-off of acquired in-process                               
  research and development .................................        63,050                 -             63,050             78,000
                                                               -----------       -----------        -----------        -----------

Income (Loss) From Operations ..............................       (53,793)           20,464            (32,509)           (41,979)

Interest and Other Income (Expense), net ...................           844               (70)             1,377                806

Interest Expense ...........................................        (4,195)           (4,318)            (6,294)            (5,251)
                                                               -----------       -----------        -----------        -----------
Income (Loss) Before                                           
Provision for Income Taxes .................................       (57,144)           16,076            (37,426)           (46,424)
                                                               
Provision for Income Taxes .................................         2,595             6,123             10,186             12,788
                                                               
Net Income (Loss) ..........................................   $   (59,739)      $     9,953        $   (47,612)       $   (59,212)
                                                               -----------       -----------        -----------        -----------
Income (loss) per common and common equivalent Shares (Note 1) 
  Basic Net Income (Loss) Per Share..........................       $(4.54)             $.95             $(3.63)            $(5.67)
                                                                    ======              ====             ======             ====== 
  Diluted Net Income (Loss) Per Share........................       $(4.54)             $.91             $(3.63)            $(5.67)
                                                                    ======              ====             ======             ====== 

Weighted average common and common equivalent Shares           
outstandingc (Note 1)                                          
  Basic ....................................................    13,161,078        10,458,213         13,130,418         10,434,555
                                                               ===========       ===========        ===========        =========== 
  Diluted ..................................................    13,161,078        10,956,458         13,130,418         10,434,555
                                                               ===========       ===========        ===========        =========== 
</TABLE>

              The accompanying notes are an integral part of these
                  consolidated condensed financial statements.


                                       4
<PAGE>   5

<TABLE>
<CAPTION>

                                   HADCO CORPORATION AND SUBSIDIARIES
                             CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                               (unaudited)
                                              (In thousands)

                                                                                                     Six Months Ended
                                                                                                     ----------------
                                                                                                  May 2,        April 26,
                                                                                                   1998           1997
                                                                                                  -----         ---------
<S>                                                                                              <C>            <C>      
Total Cash Provided From Operating Activities ....................................               $  12,595      $  13,990
                                                                                                 ---------      ---------
Cash Flows From Investing Activities:
     Purchases of short-term investments .........................................                  (2,020)             -
     Maturities of short-term investments ........................................                   3,582          9,401
     Purchases of property, plant and equipment ..................................                 (48,186)       (29,611)
     Acquisitions of Continental in 1998 and Zycon in 1997 .......................                (190,032)      (209,661)
                                                                                                 ---------      ---------
Net Cash Used In Investing Activities ............................................                (236,656)      (229,871)
Cash Flows From Financing Activities:
     Principal payments of long-term debt ........................................                 (43,218)       (36,621)
     Proceeds from issuance of long-term debt ....................................                 256,878        225,000
     Proceeds from exercise of stock options .....................................                     477            435
     Tax benefit from exercise of stock options ..................................                   1,270          1,387
     Proceeds from the sale of Common Stock ......................................                   1,480              -
                                                                                                 ---------      ---------
Net Cash Provided by Financing Activities ........................................                 216,887        190,201
                                                                                                 ---------      ---------
Net decrease in Cash and Cash Equivalents ........................................                  (7,174)       (25,680)
Cash and Cash Equivalents Beginning of Period ....................................                  12,171         32,786
                                                                                                 ---------      ---------
Cash and Cash Equivalents End of Period ..........................................               $   4,997      $   7,106
                                                                                                 =========      =========
Supplemental disclosure of cash flow information:

Cash paid during period for:

      Interest ...................................................................               $   4,689      $   4,282
                                                                                                 =========      =========
      Income taxes  (net of refunds) .............................................               $  10,906      $   9,070
                                                                                                 =========      =========

Acquisitions of Continental in 1998 and Zycon in 1997:

     Fair value of assets acquired ...............................................               $ 140,123      $ 212,509
     Liabilities assumed .........................................................                 (47,905)      (114,993)
     Cash paid ...................................................................                (186,083)      (204,885)
     Acquisition costs incurred ..................................................                  (3,949)        (7,600)
     Write-off of acquired in-process
      research and development ...................................................                  63,050         78,000
                                                                                                 ---------      ---------
     Goodwill ....................................................................               $ (34,764)     $ (36,969)
                                                                                                 =========      =========
</TABLE>


              The accompanying notes are an integral part of these
                  consolidated condensed financial statements.

                                       5

<PAGE>   6

                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Hadco Corporation's (the "Company" or "Hadco") principal products are
      multilayer rigid printed circuits and backplane assemblies. The
      consolidated condensed financial statements reflect the application of
      certain accounting policies. For information as to the significant
      accounting policies followed by the Company and other financial and
      operating information, see this note and elsewhere in the accompanying
      notes to consolidated condensed financial statements, as well as the
      Company's Annual Report on Form 10-K for the fiscal year ended October 25,
      1997, Quarterly Report on Form 10-Q for the fiscal quarter ended January
      31, 1998, Current Reports on From 8-K dated February 18, 1998. February
      20, 1998, and May 1, 1998 and current report on From 8-K dated March 26,
      1998 as amended by Current Report on Form 8-K/A dated May 1, 1998. These
      financial statements should be read in conjunction with the financial
      statements included in those above-referenced SEC filings.

      FOREIGN CURRENCY TRANSLATION

      The functional currency of the Company's Malaysian subsidiary is the
      United States dollar. Accordingly, all remeasurement gains and losses
      resulting from transactions denominated in currencies other than United
      States dollars are included in the consolidated condensed statements of
      operations. To date, the resulting gains and losses have not been
      material.

      RECLASSIFICATION

      The Company has reclassified certain prior year information to conform
      with the current year's presentation.

      INTERIM FINANCIAL STATEMENTS

      The accompanying consolidated condensed balance sheet as of May 2, 1998,
      and the consolidated statements of operations and cash flows for the six
      month periods ended May 2, 1998 and April 26, 1997 are unaudited but, in
      the opinion of management, include all adjustments (consisting only of
      normal, recurring adjustments) necessary for a fair presentation of
      results for these interim periods. Results of operations for the interim
      period are not necessarily indicative of results to be expected for the
      entire year or any future period.

      NET INCOME (LOSS) PER SHARE

      The Company adopted SFAS No. 128, "Earnings per share", effective for the
      quarter ended January 31, 1998 which replaces the calculation of primary
      and fully diluted earnings per share with basic and diluted earnings per
      share. Prior period amounts have been restated to conform to the current
      period presentation. Under SFAS No. 128, basic net income (loss) per
      common share is computed based on income (loss) available to common
      stockholders and the weighted average number of common shares outstanding
      during the period. The dilutive net income (loss) per share is computed
      based on including the number of additional common shares that would have
      been outstanding if the dilutive potential of common shares had been
      issued.


                                       6

<PAGE>   7

                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)


      Basic and diluted shares outstanding, are as follows:

<TABLE>
<CAPTION>

                                                       Three Months Ended   Six Months Ended  
                                                       ------------------   ----------------  
                                                       (in thousands, except per share data)

                                                       May 2,     April 26,  May 2,     April 26,
                                                        1998        1997      1998        1997
                                                        ----        ----      ----        ----
<S>                                                    <C>         <C>       <C>         <C>   
      Basic weighted average shares outstanding        13,161      10,458    13,130      10,435
      Weighted average common equivalent shares          -            498      -           -
                                                       ------      ------    ------      ------
      Diluted weighted average shares outstanding      13,161      10,956    13,130      10,435
                                                       ======      ======    ======      ======
</TABLE>

      Diluted weighted average shares outstanding for the three month periods
      ended May 2, 1998 and April 26, 1997, do not include 383,997 and 575,366
      common equivalent shares, respectively, as their effect would be
      anti-dilutive. Diluted weighted averages shares outstanding for the six
      month periods ended May 2, 1998 and April 26, 1997, respectively, do not
      include 401,798 and 571,815 common equivalent shares as their effect would
      be anti- dilutive.

2.    AQUISITIONS

      On January 10, 1997, the Company acquired (the "Zycon Acquisition") all of
      the outstanding common stock of Zycon Corporation ("Zycon"), and on March
      20, 1998, the Company acquired (the "Continental Acquisition", and
      together with the Zycon Acquistion, the "Acquisitions") all of the
      outstanding common stock of Continental Circuits Corp. ("Continental").
      These acquisitions were financed by the $400 million unsecured senior
      revolving credit facility with a group of banks, which amended and
      restated an existing credit facility (the "Amended Credit Facility"),
      under which the Company borrowed approximately $215,000,000 upon
      consummation of the Zycon Acquisition and approximately $220,000,000 upon
      consummation of the Continental Acquisition. These acquisitions were
      accounted for as purchases in accordance with Accounting Principles Board
      Opinion No. 16, and accordingly, Zycon's and Continental's operating
      results since the respective dates of acquisition are included in the
      accompanying consolidated condensed financial statements. In accordance
      with ABP Opinion No. 16, the Company allocated the purchase price of the
      Acquisitions based on the fair value of assets acquired and liabilities
      assumed. Significant portions of the purchase price of both Acquisitions
      were identified in independent appraisals as intangible assets using
      proven valuation procedures and techniques. These intangible assets
      include approximately $78,000,000 and $63,050,000 for Zycon and
      Continental, respectively, for acquired in-process research and
      development ("in-process R&D") for projects that did not have a future
      alternative use. Acquired intangibles include developed technology,
      customer relationships, assembled workforce, trade names and trademarks.
      These intangibles are being amortized over their estimated useful lives of
      12 to 30 years.

      Unaudited pro forma operating results for the Company, assuming the
      acquisitions of Zycon and Continental occurred on October 27, 1996, are as
      follows:

                                       7
<PAGE>   8


                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

      ACQUISITIONS (CONTINUED)

<TABLE>
<CAPTION>
                                       Three Months Ended     Six Months Ended
                                       ------------------     ----------------
                                        (in thousands, except per share data)

                                         May 2,   April 26,    May 2,  April 26,
                                         1998       1997       1998      1997
                                         ----       ----       ----      ----
<S>                                    <C>        <C>        <C>       <C>     
Net Sales ............................ $226,196   $212,524   $459,814  $414,633

Net Income ........................... $   (473)  $  9,010   $  8,880  $ 16,275

Basic Net Income (Loss) Per Share ....    $(.04)      $.86       $.68     $1.56

Diluted Net Income (Loss) Per Share ..    $(.04)      $.82       $.66     $1.49
</TABLE>


      For purposes of these pro forma operating results, the acquired in-process
      R&D was assumed to have been written off prior to October 27, 1996, so
      that the operating results presented include only recurring costs.

3.    INVENTORIES

      Inventories are stated at the lower of cost, first-in, first-out (FIFO),
      or market and consist of the following (in thousands):

<TABLE>
<CAPTION>

                                                  May 2,   October 25,
                                                   1998       1997
                                                   ----       ----
      <S>                                        <C>        <C>    
      Raw Materials.......................       $33,656    $14,167
      Work-in-process.....................        41,439     31,833
                                                 -------    -------
                                                 $75,095    $46,000
                                                 =======    =======
</TABLE>

4.    INTANGIBLE ASSETS

      The Company has assessed the realizability of its acquired intangible
      assets in accordance with SFAS No.121, "Accounting for the Impairment of
      Long-Lived Assets and for Long-Lived Assets to be Disposed of. " Under
      SFAS No. 121, the Company is required to assess the valuation of its
      long-lived assets, including intangible assets, based on the estimated
      cash flows to be generated by such assets. See Note 7.

5.    LINES OF CREDIT

      The Company's $400 million Amended Credit Facility is pursuant to an
      Amended and Restated Revolving Credit Agreement, as amended (the
      "Agreement). The Agreement provides for direct borrowings or letters of
      credit for up to $400 million and expires January 8, 2002. Borrowings
      under the Agreement bear interest, at the Company's option, at either: (i)
      the Eurodollar Rate plus the Applicable Eurodollar Rate Margin (both as
      defined in the Agreement) ranging between .5% and 1.1375%, based on
      certain financial

                                       8

<PAGE>   9

                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)


      LINES OF CREDIT (CONTINUED)

      ratios of the Company, or (ii) the Base Rate (as defined in the
      Agreement). The Company is required to pay a quarterly commitment fee
      ranging from .2% to .375% per annum, based on certain financial ratios of
      the Company, of the unused commitment under the Agreement. If the Company
      obtains certain debt financing, as defined, the banks may require the
      Company to repay up to $150,000,000 of amounts outstanding under the
      Agreement. At May 2, 1998, borrowings of $345,000,000 were outstanding
      under the agreement at a weighted average interest rate of 6.56%.

      The Agreement places several restrictions on the Company, including
      limitations on mergers, acquisitions and sales of a substantial portion of
      its assets, as well as certain limitations on liens, guarantees,
      additional borrowings, changes in the Company's capitalization, as
      defined, and investments. The Agreement also requires the Company to
      maintain certain financial covenants, including, among other things,
      minimum levels of consolidated net worth, a maximum ratio of consolidated
      funded debt to EBITDA, maximum capital expenditures and minimum interest
      coverage, as defined, during the term of the Agreement. At May 2, 1998,
      the Company was in compliance with all loan covenants.

      The Company has a line of credit arrangement with a Malaysian bank
      denominated in Malaysian ringgits and U.S. dollars for aggregate
      borrowings of $3.4 million for the purpose of acquiring land, facilities
      and equipment for the Company's Malaysian subsidiary. The arrangement is
      renewable annually. At May 2, 1998, there were no amounts outstanding
      under this arrangement.

6.    LONG TERM DEBT

<TABLE>
<CAPTION>
                                                            May 2,   October 25,
                                                            1998        1997
                                                           -------   -----------
                                                              (In thousands)
      <S>                                                  <C>        <C>     
      Loan agreements in connection with the expansion 
      of a building. The loans bear interest at rates 
      from 1% to 7% through March, 2011 and are 
      collateralized by property and an irrevocable 
      letter of credit. Payments of principal and 
      interest are quarterly.............................  $    778   $    820
      Revolving credit agreement (Note 5)................   345,000    100,000
      Obligations under capital leases...................    18,096     13,960
                                                           --------   --------
                                                            363,874    114,780
      Less - Current portion.............................     4,837      5,064
                                                           --------   --------
                                                           $359,037   $109,716
                                                           ========   ========
</TABLE>


                                       9

<PAGE>   10

                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)


7.    RESTRUCTURING AND OTHER NON-RECURRING CHARGES

      On April 6, 1998, the Company announced the planned consolidation of its
      two East Coast quick-turn prototype facilities into the larger of the two
      facilities located at Haverhill, MA. The Company incurred and recorded in
      the fiscal quarter ended May 2, 1998 non-recurring charges in connection
      with the consolidation totaling $5.9 million. The component of this charge
      classified as restructuring-related met the criteria set forth in Emerging
      Issues and Task Force Issue ("EITF") 94-3, "Liability Recognition for
      Certain Employee Termination Benefits and Other Costs to Exit an Activity
      (including Certain Costs Incurred in a Restructuring)." The amount
      recorded as a liability, which totaled $1.5 million, relates to severance
      and other payroll-related costs, as well as lease termination costs.
      Non-recurring costs include costs associated with the abandonment of
      assets at one of the facilities. The components of the restructuring and
      other non-recurring costs during the three months ended May 2, 1998 are as
      follows:

<TABLE>
<CAPTION>
                                                                      Amount
                                                                  (in thousands)
      <S>                                                             <C>   
      Loss on abandonment of assets ................................  $1,965
      Severance benefits and associated legal costs ................     129
      Lease termination loss .......................................   1,336
                                                                      ------
      Total Restructuring Charges ..................................   3,430

      Other Non-recurring Charges ..................................   2,517
                                                                      ------

      Total Restructuring and Other Charges ........................  $5,947
                                                                      ======
</TABLE>

      Included in the restructuring and other charges is $2.5 million, which
      represents the write-down of existing assets to their net realizable
      value, in accordance with SFAS 121, "Accounting for the Impairment of
      Long-Lived Assets and Long-Lived Assets to be Disposed Of."

8.    ENVIRONMENTAL MATTERS

      The Company is required to comply with all federal, state, county and
      municipal regulations regarding protection of the environment. There can
      be no assurance that more stringent environmental laws will not be adopted
      in the future and, if adopted, the costs of compliance with more stringent
      environmental laws could be substantial. Waste treatment and disposal are
      major considerations for printed circuit manufacturers. The Company uses
      chemicals in the manufacture of its products that are classified by the
      Environmental Protection Agency (EPA) as hazardous substances. The Company
      is aware of certain chemicals that exist in the ground at certain of its
      facilities. The Company has notified various governmental agencies and
      continues to work with them to monitor and resolve these matters. During
      March 1995, the Company received a Record Of Decision (ROD) from the New
      York State Department of Environmental Conservation (NYSDEC),

                                       10

<PAGE>   11

                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


      ENVIRONMENTAL MATTERS (CONTINUED)

      regarding soil and groundwater contamination at its Owego, New York
      facility. Based on a Remedial Investigation and Feasibility Study (RIFS)
      for apparent on-site contamination at that facility and a Focused
      Feasibility Study (FFS), each prepared by environmental consultants of the
      Company, the NYSDEC has approved a remediation program of groundwater
      withdrawal and treatment and iterative soil flushing. The Company has
      executed a Modification of the Order on Consent to implement the approved
      ROD. The cost, based upon the FFS, to implement this remediation is
      estimated to be $4.6 million, and is expected to be expended as follows:
      $260,000 for capital equipment and $4.3 million for operation and
      maintenance costs which will be incurred and expended over the estimated
      life of the program of 30 years. NYSDEC has notified the Company that it
      will take additional samples from a wetland area near the Company's Owego
      facility. Analytical reports of earlier sediment samples indicated the
      presence of certain inorganics. There can be no assurance that the Company
      and/or other third parties will not be required to conduct additional
      investigations and remediation at that location, the costs of which are
      currently indeterminable due to the numerous variables described in the
      fifth paragraph of this Environmental Matters note.

      From 1974 to 1980, the Company operated a printed circuit manufacturing
      facility in Florida as a lessee of property that is now the subject of a
      pending lawsuit (the "Florida Lawsuit") and investigation by the Florida
      Department of Environmental Protection (FDEP). Hadco and others are
      participating in alternative dispute resolution regarding the site with an
      independent mediator. In connection with mediation, in February 1992 the
      FDEP presented computer-generated estimates of remedial costs, for
      activities expected to be spread over a number of years, that ranged from
      approximately $3.3 million to $9.7 million. Mediation sessions were
      conducted in March 1992 but were then suspended during ongoing assessment
      and feasibility activities. On June 9, 1992, the Company entered into a
      Cooperating Parties Agreement in which it and Gould, Inc., another prior
      lessee of the site, agreed to fund certain assessment and feasibility
      study activities at the site. The cost of such activities is not expected
      to be material to the Company. Management believes it is likely that it
      will participate in implementing a continuing remedial program for the
      site, the costs of which are currently unknown. In June 1995, Hadco was
      named a third-party defendant in the Florida Lawsuit. See Note 9 below.

      The Company has commenced the operation of a groundwater extraction system
      at its Derry, New Hampshire facility to address certain groundwater
      contamination and groundwater migration control issues. Further
      investigation is underway to determine the areal extent of the groundwater
      contaminant plume. Because of the uncertainty regarding both the quantity
      of contaminants beneath the building at the site and the long-term
      effectiveness of the groundwater migration control system the Company has
      installed, it is not possible to make a reliable estimate of the length of
      time remedial activity will have to be performed. However, it is
      anticipated that the groundwater extraction system will be operated for at
      least 30 years. There can be no assurance that the Company will not be
      required to conduct additional investigations and remediation relating to
      the Derry facility. The total costs of such groundwater extraction system
      and of conducting any additional investigations and remediation relating
      to the Derry facility are not fully determinable due to the numerous
      variables described in the fifth paragraph of this Environmental Matters
      note.


                                       11

<PAGE>   12

                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


      ENVIRONMENTAL MATTERS (CONTINUED)

      The City of Santa Clara adopted an ordinance that, as of April 1, 1997,
      reduced the amount of waste, including copper and nickel, that companies
      such as the Company may discharge into the city sanitary sewer. The
      ordinance provides for substantial penalties for intentional or negligent
      violations. These penalties include fines ranging from $10,000 to $50,000
      per day, revocation of required business permits, the issuance of a cease
      and desist order and, under certain circumstances, up to nine months'
      imprisonment. Under the ordinance, the Company is subject to stringent
      requirements on the amount of water it can discharge. The concentration
      limit for Hadco's copper discharge was reduced from 2.70 milligrams per
      liter to 1.02 milligrams per liter, and the concentration limit for
      Hadco's nickel discharge was reduced from 2.60 milligrams per liter to
      0.15 milligrams per liter. The Company believes it is currently in
      compliance with new discharge limits.

      The Company accrues estimated costs associated with known environmental
      matters, when such costs can be reasonably estimated. The cost estimates
      relating to future environmental clean-up are subject to numerous
      variables, the effects of which can be difficult to measure, including the
      stage of the environmental investigations, the nature of potential
      remedies, possible joint and several liability, the magnitude of possible
      contamination, the difficulty of determining future liability, the time
      over which remediation might occur, and the possible effects of changing
      laws and regulations.

      Management believes the ultimate disposition of above known environmental
      matters described in this "Environmental Matters" note will not have a
      material adverse effect upon the liquidity, capital resources, business or
      consolidated financial position of the Company. However, one or more of
      such environmental matters could have a significant negative impact on the
      Company's consolidated financial results for a particular reporting
      period.

9.    LEGAL PROCEEDINGS AND CLAIMS

      The Company is one of 33 entities which have been named as potentially
      responsible parties in a lawsuit pending in the federal district court of
      New Hampshire concerning environmental conditions at the Auburn Road,
      Londonderry, New Hampshire landfill site. Local, state and federal
      entities and certain other parties to the litigation seek contribution for
      past costs, totaling approximately $20 million, allegedly incurred to
      assess and remediate the Auburn Road site. In December 1996, following
      publication and comment period, the EPA amended the ROD to change the
      remedy at the Auburn Road site from active groundwater remediation to
      future monitoring. Other parties to the lawsuit also allege that future
      monitoring will be required. The Company is contesting liability, but is
      participating in mediation with 27 other parties in an effort to resolve
      the lawsuit.

      In connection with the Florida Lawsuit pending in the Circuit Court for
      Broward County, Florida (described in Note 8 above), each of Hadco and
      Gould, Inc., another prior lessee of the site of the printed circuit
      manufacturing facility in Florida, was served with a third-party complaint
      in June 1995, as third-party defendants in such pending Florida Lawsuit by
      a party who had previously been named as a defendant when the Florida
      Lawsuit was commenced in 1993 by the FDEP. The Florida Lawsuit seeks
      damages relating to environmental pollution and FDEP costs and expenses,
      civil penalties, and declaratory and injunctive relief to require the
      parties to complete assessment and remediation of soil and groundwater
      contamination. The other parties include alleged owners of the property
      and Fleet Credit Corporation, a secured lender to a prior lessee of the
      property.


                                       12

<PAGE>   13

                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


      LEGAL PROCEEDINGS AND CLAIMS (CONTINUED)

      In March 1993, the EPA notified Hadco Santa Clara (formerly Zycon) of its
      potential liability for maintenance and remediation costs in connection
      with a hazardous waste disposal facility operated by Casmalia Resources, a
      California Limited Partnership, in Santa Barbara County, California. The
      EPA identified Hadco Santa Clara as one of the 65 generators which had
      disposed the greatest amounts of materials at the site. Based on the total
      tonnage contributed by all generators, Hadco Santa Clara's share is
      estimated at approximately 0.2% of the total weight.

      The Casmalia site was regulated by the EPA during the period when the
      material was accepted. There is no allegation that Hadco Santa Clara
      violated any law in the disposal of material at the site, rather the EPA's
      actions stemmed from the fact that Casmalia Resources may not have the
      financial means to implement a closure plan for the site and because of
      Hadco Santa Clara's status as a generator of hazardous waste.

      In June 1997, the United States District Court in Los Angeles, California
      approved and entered a Consent Decree among the EPA and 49 entities
      (including Hadco Santa Clara) acting through the Casmalia Steering
      Committee (CSC). The Consent Decree sets forth the terms and conditions
      under which the CSC will carry out work aimed at final closure of the
      site. Certain closure activities will be performed by the CSC. Later work
      will be performed by the CSC, if funded by other parties. Under the
      Consent Decree, the settling parties will work with the EPA to pursue the
      non-settling parties to ensure they participate in contributing to the
      closure and long-term operation and maintenance of the facility.

      The EPA will continue as the lead regulatory agency during the final
      closure work. Because long-term maintenance plans for the site will not be
      determined for a number of years, it has not yet been decided which
      regulatory agency will oversee this phase of the work plan or how the
      long-term costs will be funded. However, the agreement provides a
      mechanism for ensuring that an appropriate federal, state or local agency
      will assume regulatory responsibility for long-term maintenance.

      The future costs in connection with the lawsuits described in the
      preceding paragraphs are currently indeterminable due to such factors as
      the unknown timing and extent of any future remedial actions which may be
      required, the extent of any liability of the Company and of other
      potentially responsible parties, and the financial resources of the other
      potentially responsible parties.

      On March 27, 1998, the Company received a written notice from legal
      counsel for the Lemelson Medical, Education & Research Foundation Limited
      Partnership (the "Lemelson Partnership"), alleging that the Company is
      infringing certain patents held by the Lemelson Partnership and offering
      to license such patents to the Company. The ultimate outcome of this
      matter is not currently determinable, and there can be no assurance that
      the outcome of this matter will not have a material adverse effect upon
      the Company's business, financial condition and results of operations.


                                       13

<PAGE>   14

                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


      LEGAL PROCEEDINGS AND CLAIMS (CONTINUED)

      Litigation with respect to patents and other intellectual property matters
      can result in substantial damages, require the cessation of the
      manufacture, use and sale of infringing products and the use of certain
      processes, or require the infringing party to obtain a license to the
      relevant intellectual property.

      On January 12, 1998, Hadco Santa Clara (formerly Zycon) received notice of
      the filing of a lawsuit, before the Superior Court (County of Santa Clara,
      California), against it by Jackie Riley, Keith Riley and Richard Riley for
      damages (including punitive damages) for alleged injuries suffered,
      including Richard Riley's cancer, as a result of the alleged emission at a
      Zycon facility of effluent from allegedly toxic and hazardous chemical
      substances. Because this matter is at an early stage, the Company believes
      it cannot assess the potential range of damages that might be awarded
      should the plaintiffs prevail.

10.   SUBSEQUENT EVENT - DEBT OFFERING

      On May 18, 1998, the Company sold $200.0 million aggregate principal
      amount of its 9-1/2% Senior Subordinated Notes due 2008 (the "Notes") to
      certain purchasers. The purchasers subsequently resold the Notes to
      "qualified institutional buyers" in reliance upon Rule 144A under the
      Securities Act of 1933, as amended (the "Securities Act"), and offshore
      purchasers pursuant to Rule 904 of Regulation S under the Securities Act.
      The Notes were so resold at a price equal to 99.66% of their principal
      amount.

      Interest on the Notes is payable semiannually on each June 15 and December
      15, commencing December 15, 1998. The Notes are redeemable at the option
      of the Company, in whole or in part, at any time on or after June 15,
      2003, at 104.75% of their principal amount, plus accrued interest, with
      such percentages declining ratably to 100% of their principal amount, plus
      accrued interest. At any time on or prior to June 15, 2001 and subject to
      certain conditions, up to 35% of the aggregate principal amount of the
      Notes may be redeemed, at the option of the Company, with the proceeds of
      certain equity offerings of the Company at 109.50% of the principal amount
      thereof, plus accrued interest. In addition, at any time prior to June 15,
      2003, the Company may redeem the Notes, at its option, in whole or in
      part, at a price equal to the principal amount thereof, together with
      accrued interest, plus the Applicable Premium (as defined in the Indenture
      governing the Notes).

      The Notes are guaranteed, on a senior subordinated basis, by each of the
      Company's U.S. Restricted Subsidiaries (as defined in the Indenture) (the
      "Guarantors"). The net proceeds received by the Company from the issuance
      and sale of the Notes, approximately $193,820 million, was used to repay
      outstanding indebtedness under the Amended Credit Facility previously
      incurred to, among other things, finance the Acquisitions.

      The Indenture under that which the Notes were issued (the "Indenture")
      imposes certain limitations on the ability of the Company, its
      subsidiaries and, in certain circumstances, the Guarantors, to, among
      other things, incur indebtedness, pay dividends, prepay subordinated
      indebtedness, repurchase capital stock, make investments, create liens,
      engage in transactions with stockholders and affiliates, sell assets and
      engage in mergers and consolidations.


                                       14
<PAGE>   15


      ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS

      Except for the historical information contained herein, the matters
      discussed below or elsewhere in this quarterly report including, without
      limitation, "Environmental Matters," are forward-looking statements that
      involve risks and uncertainties. The Company makes such forward-looking
      statements under the provisions of the "Safe Harbor" section of the
      Private Securities Litigation Reform Act of 1995. Any forward-looking
      statements should be considered in light of the factors described below
      under "Factors That May Affect Future Results." Actual results may vary
      materially from those projected, anticipated or indicated in any
      forward-looking statements. In this quarterly report, the words
      "anticipates," "believes," "expects," "estimates," "intends," "may,"
      "future," "could," "will," and similar words or expressions (as well as
      other words or expressions referencing future events, conditions or
      circumstances) identify forward-looking statements.

      RESULTS OF OPERATIONS

      SECOND QUARTER

      Net sales for the second quarter of 1998 increased 16.0% over the same
      period in 1997. The increase resulted from several factors including the
      acquisition of Continental on March 20, 1998, which added $16.8 million to
      printed circuit net sales in the quarter, and an increase in backplane
      assembly net sales. Backplane assembly net sales increased 104.4 % due to
      higher product volume and shipments. Printed circuit net sales decreased
      0.5% due to lower production volume and shipments, and a 4.4% decrease in
      average pricing. The shift towards printed circuits with more layers and
      greater densities partially offset the decrease in the volume of shipments
      and decrease in price. Net sales from backplane assemblies increased to
      15.6% of net sales from 8.8% in the second quarter of 1997.

      The gross profit margin decreased to 17.5% in the second quarter of 1998
      from 21.3% in the comparable period in fiscal 1997. The decrease resulted
      from lower capacity utilization from printed circuit operations, and lower
      overall gross margins from the Hadco Santa Clara (formerly Zycon) and
      Hadco Phoenix (formerly Continental) operations.

      Operating expenses, as a percent of net sales, increased to 10.3% in the
      second quarter of 1998 from 10.0% in the comparable period in fiscal 1997
      due to increased goodwill and purchased intangibles amortization expenses
      from the acquisition of Continental.

      Income from operations for the second quarter of 1998 was reduced by
      approximately $63 million due to a non-recurring write-off relating to
      acquired in-process research and development recorded in connection with
      the Continental Acquisition, and by approximately $5.9 million in
      restructuring and other non-recurring charges related to the consolidation
      of the Company's East Coast Tech Center operations. The remaining goodwill
      and purchased intangibles from the Continental Acquisition will be
      amortized over 12 to 20 years, with an average amortization period of 16
      years, which will reduce income from operation by approximately $1.5
      million per fiscal quarter.

      Income from operations, as a percent of net sales, decreased prior to the
      write-off of acquired in-process research and development and the
      restructuring and other non-recurring charges to 7.3% in the second
      quarter of 1998 from 11.3% in the comparable period in fiscal 1997,
      primarily as a result of the decrease in gross profits.


                                       15
<PAGE>   16

      SECOND QUARTER (CONTINUED)

      Interest income decreased in the second quarter of 1998 as compared to the
      second quarter of 1997 due to lower average cash balances available for
      investing. Interest expense decreased slightly in the second quarter of
      1998 as compared to the second quarter of 1997, due to lower average
      outstanding debt balances for the second quarter of 1998 compared to the
      second quarter of 1997.

      The Company includes in operating expenses charges for actual expenditures
      and accruals, based on estimates, for environmental matters. To the extent
      and in amounts Hadco believes circumstances warrant, it will continue to
      accrue and charge to operating expenses cost estimates relating to
      environmental matters. The Company believes the ultimate disposition of
      known environmental matters will not have a material adverse effect upon
      the liquidity, capital resources, business or consolidated financial
      position of the Company. However, one or more of such environmental
      matters could have a significant negative impact on the Company's
      consolidated financial results for a particular reporting period.

      The Company believes that excess capacity may exist in the printed circuit
      and electronic assembly industries. In addition, growth rates in the
      electronics industry as a whole have fluctuated historically. These
      factors could have a material adverse effect on future orders and pricing.
      However, the Company has historically needed to increase its manufacturing
      capacity to maintain and expand its market position, although the
      Company's manufacturing capacity needs could change at any time or times
      in the future. The Company also believes that the potential exists for a
      shortage of materials in the printed circuit and electronic assembly
      industries, which could have a material adverse effect on future unit
      costs. In response to such concerns, the Company engages in the normal
      industry practices of maintaining primary and secondary vendors and
      diversifying its customer base. There can be no assurances, however, that
      such measures will be sufficient to protect the Company against any
      shortages of materials.

      YEAR TO DATE

      Net sales for the six months ended May 2, 1998 increased 39.6% over net
      sales for the six months ended April 26, 1997. The increase resulted from
      several factors including the acquisitions of Zycon and Continental, which
      added $80.2 million to printed circuit net sales in the six month period,
      and an increase in both backplane assembly and printed circuit net sales
      (excluding these Acquisitions). Backplane assembly net sales increased due
      to higher production volume and shipments. Printed circuit net sales
      increased due to higher production volume and shipments and a shift
      towards products with more layers and greater densities. In addition,
      average pricing for printed circuits decreased 3.4% for the first six
      months of fiscal 1998 over the same period in fiscal 1997. Net sales from
      backplane assemblies increased to 14.2% of net sales from 11.7% in the
      first six months of fiscal 1997.

      The gross profit margin decreased to 18.6% in the six months ended May 2,
      1998 from 22.2% in the comparable period in fiscal 1997. The decrease
      resulted from lower capacity utilization from printed circuit facilities,
      and lower overall gross margins from the Hadco Santa Clara and Hadco
      Phoenix operations.

      Operating expenses, as a percent of net sales, decreased to 9.6% in the
      six months ended May 2, 1998 from 9.9% in the comparable period in fiscal
      1997, due to increased net sales and the fixed nature of the Company's
      operating expenses. The decrease was partially offset by goodwill and
      purchased intangibles amortization.


                                       16

<PAGE>   17

      YEAR TO DATE (CONTINUED)

      Income from operations for the six months ended May 2, 1998 and April 26,
      1997, was reduced by $63 million and $78 million, respectively, over the
      comparable respective preceding periods, due to non-recurring write-offs
      of acquired in-process research and development recorded in connection
      with the Continental and Zycon acquisitions. The remaining goodwill and
      purchased intangibles will be amortized over 12 to 30 years, with an
      average amortization period of 17 years, which will reduce income from
      operations by approximately $3.1 million per fiscal quarter. In addition,
      income from operations for the six months ended May 2, 1998, was reduced
      by approximately $5.9 million for restructuring and other non-recurring
      charges related to the consolidation of the Company's East Coast Tech
      Center operations.

      Excluding the non-recurring write-off and restructuring charges, income
      from operations as a percent of net sales, decreased to 8.9% for the six
      months ended May 2, 1998 from 12.3% in the comparable period in fiscal
      1997, primarily as a result of the same factors affecting gross profit
      margins, and of goodwill and purchased intangibles amortization from the
      acquisitions.

      Interest income increased in the six months ended May 2, 1998 as compared
      to the six months ended April 26, 1997, due to higher daily average cash
      balances available for investing. Interest expense increased in the six
      months ended May 2, 1998 as compared to the six months ended April 26,
      1997, due to an increase in outstanding debt as a result of the
      acquisitions.

      INCOME TAXES

      In accordance with generally accepted accounting principles, the Company
      provides for income taxes on an interim basis, using its effective annual
      income tax rate. Although the Company has recorded a loss before income
      taxes in 1998 and 1997, the Company anticipates an effective annual income
      tax rate for fiscal 1998 of 39.75%, which is slightly less than the
      combined federal and state statutory rates. The effective rate was
      increased by amortization of goodwill which is not tax deductible, and was
      offset by the tax benefit of the Company's foreign sales corporation and
      various state investment tax credits. The effective tax rate for fiscal
      1998 is based on current tax laws.

      LIQUIDITY AND CAPITAL RESOURCES

      At May 2, 1998, the Company had working capital of approximately $98.6
      million and a current ratio of 1.80, compared to working capital of
      approximately $53.7 million and a current ratio of 1.48 at October 25,
      1997. Cash, cash equivalents and short-term investments at May 2, 1998
      were approximately $5.0 million, a decrease of $8.7 million from
      approximately $13.7 million at October 25, 1997.

      In December 1997, the Company negotiated a $400 million unsecured senior
      revolving credit loan facility with a group of banks, which amended and
      restated an existing credit facility (the "Amended Credit Facility").
      Interest on loans outstanding under the Amended Credit Facility is, at the
      Company's option, payable at either (1) the Eurodollar Rate plus the
      Applicable Eurodollar Rate Margin (both as defined in the Amended Credit
      Facility), or (2) the Base Rate as defined in the Amended Credit Facility.
      At May 2, 1998, $345 million was outstanding under the Amended Credit
      Facility. The Amended Credit Facility matures in January 2002. See Notes 5
      and 10 of Notes to Consolidated Condensed Financial Statements above.


                                       17
<PAGE>   18


      LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

      The Company believes its existing working capital and borrowing capacity,
      coupled with the funds generated from the Company's operations will be
      sufficient to fund its anticipated working capital, capital expenditure
      and debt payment requirements through fiscal 1998. Because the Company's
      capital requirements cannot be predicted with certainty, however, there is
      no assurance that the Company will not require additional financing during
      this period. There is no assurance that any additional financing will be
      available on terms satisfactory to the Company or not disadvantageous to
      the Company's security holders.

      DEBT OFFERING

      On May 18, 1998, the Company sold $200.0 million aggregate principal
      amount of its 9-1/2% Senior Subordinated Notes due 2008 (the "Notes") to
      certain purchasers. The purchasers subsequently resold the Notes to
      "qualified institutional buyers" in reliance upon Rule 144A under the
      Securities Act of 1933, as amended (the "Securities Act"), and offshore
      purchasers pursuant to Rule 904 of Regulation S under the Securities Act.
      The Notes were so resold at a price equal to 99.66% of their principal
      amount. The Notes are guaranteed, on a senior subordinated basis, by each
      of the Company's U.S. Restricted Subsidiaries (as defined in the
      Indenture) (the "Guarantors"). The net proceeds received by the Company
      from the issuance and sale of the Notes, approximately $193,820 million,
      was used to repay outstanding indebtedness under the Amended Credit
      Facility previously incurred to, among other things, finance the
      Acquisitions. The Indenture under that which the Notes were issued (the
      "Indenture") imposes certain limitations on the ability of the Company,
      its subsidiaries and, in certain circumstances, the Guarantors, to, among
      other things, incur indebtedness, pay dividends, prepay subordinated
      indebtedness, repurchase capital stock, make investments, create liens,
      engage in transactions with stockholders and affiliates, sell assets and
      engage in mergers and consolidations. See Note 10 of Notes to Consolidated
      Condensed Financial Statements above.

      YEAR 2000 COMPLIANCE

      The Company is reviewing the areas within its business and operations
      which could be adversely affected by Year 2000 issues and evaluating the
      costs associated with modifying and testing its systems for the Year 2000.
      Although the company is not yet able to estimate its incremental cost for
      Year 2000 issues, based on its preliminary review to date, the Company
      does not believe Year 2000 issues will have a material adverse effect on
      the Company's business, financial condition or results of operations. The
      Company is also working with suppliers to ensure their systems are Year
      2000 compliant as well. All costs associated with supplier compliance will
      be borne by the suppliers.

      FACTORS THAT MAY AFFECT FUTURE RESULTS

      The Company operates in a changing environment that involves a number of
      risks, some of which are beyond the Company's control. The following
      discussion highlights some of these risks.

      DEPENDENCE ON ELECTRONICS INDUSTRY

      The Company's principal customers are electronics Original Equipment
      Manufacturers (OEMs) and contract manufacturers in the computing (mainly
      workstations, servers, mainframes, storage and notebooks), data
      communications/ telecommunications and industrial automation industries,
      including process controls, automotive, medical and instrumentation. These
      industry segments, and the electronics industry as a whole, are
      characterized by intense competition, relatively short product life-cycles
      and significant fluctuations in product demand. In addition, the
      electronics industry is generally subject to rapid technological change
      and 

                                       18

<PAGE>   19

      DEPENDENCE ON ELECTRONICS INDUSTRY (CONTINUED)

      product obsolescence. Discontinuance or modifications of products
      containing components manufactured by the Company could have a material
      adverse effect on the Company's business, financial condition and results
      of operations. Further, the electronics industry is subject to economic
      cycles and has in the past experienced, and is likely in the future to
      experience, recessionary periods. A recession or any other event leading
      to excess capacity or a downturn in the electronics industry would likely
      result in intensified price competition, reduced gross margins and a
      decrease in unit volume, all of which would have a material adverse effect
      on the Company's business, financial condition and results of operations.

      FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

      The Company's quarterly operating results have varied and may continue to
      fluctuate significantly from period to period, including on a quarterly
      basis. At times in the past, the Company's net sales and net income have
      decreased from the prior quarter. Operating results are affected by a
      number of factors, including the timing and volume of orders from and
      shipments to customers relative to the Company's manufacturing capacity,
      product and price competition, product mix, number of working days in a
      particular quarter, manufacturing process yields, the timing of
      expenditures in anticipation of future sales, raw material and component
      availability, the length of sales cycles, trends in the electronics
      industry and general economic factors. In recent years, the Company's
      gross margins have varied primarily as a result of capacity utilization,
      product mix, lead times, volume levels and complexity of customer orders.
      There can be no assurance that the Company will be able to manage the
      utilization of manufacturing capacity or product mix in a manner that will
      maintain or improve gross margins. The timing and volume of orders placed
      by the Company's customers vary due to customer attempts to manage
      inventory, changes in customers' manufacturing strategies and variation in
      demand for customer products. The Company's expense levels are relatively
      fixed and are based, in part, on expectations of future revenues.
      Consequently, if revenue levels are below expectations, this occurrence is
      likely to materially adversely affect the Company's business, financial
      condition and results of operations.

      VARIABILITY OF ORDERS

      The level and timing of orders placed by the Company's customers vary due
      to a number of factors, including customer attempts to manage inventory,
      changes in the customers' manufacturing strategies and variation in demand
      for customer products due to, among other things, technological changes,
      new product introductions, product life-cycles, competitive conditions or
      general economic conditions. Since the Company generally does not obtain
      long-term purchase orders or commitments from its customers, it must
      anticipate the future volume of orders based on discussions with its
      customers. A substantial portion of sales in a given quarter may depend on
      obtaining orders for products to be manufactured and shipped in the same
      quarter in which those orders are received. The Company relies on its
      estimate of anticipated future volumes when making commitments regarding
      the level of business that it will seek and accept, the mix of products
      that it intends to manufacture, the timing of production schedules and the
      levels and utilization of personnel and other resources. A variety of
      conditions, both specific to the individual customer and generally
      affecting the customer's industry, may cause customers to cancel, reduce
      or delay orders that were previously made or anticipated. A significant
      portion of the Company's released backlog at any time may be subject to
      cancellation or postponement without penalty. The Company cannot assure
      the timely replacement of canceled, delayed or reduced orders. Significant
      or numerous cancellations, reductions or delays in orders by a customer or
      group of customers could materially adversely affect the Company's
      business, financial condition and results of operations.


                                       19
<PAGE>   20

      ACQUISITIONS

      On March 20, 1998, the Company acquired (the "Continental Acquisition")
      all of the outstanding capital stock of Continental Circuits Corp.
      ("Continental"), for approximately $188 million (including acquisition
      costs). On January 10, 1997, the Company acquired (the "Zycon
      Acquisition", and together with the Continental Acquisition, the
      "Acquisitions") all of the outstanding capital stock of Zycon Corporation
      ("Zycon"), for approximately $212 million (including acquisition costs).
      The Company has limited experience in integrating acquired companies or
      technologies into its operations. Therefore, there can be no assurance
      that the Company will operate the acquired businesses profitably in the
      future. The gross profit margins for Continental and Zycon for their
      respective fiscal years ended July 31, 1997 and December 31, 1996 were
      18.2% and 15.7%, respectively. The gross profit margins for Hadco (not
      including Continental or Zycon) for its fiscal years ended October 26,
      1996 and October 25, 1997 were 25.8% and 21.8%, respectively. As a result
      of the Acquisitions, the Company expects its gross profit margin will be
      lower in future fiscal quarters than has historically been the case.
      Operating expenses associated with the acquired businesses may have a
      material adverse effect on the Company's business, financial condition and
      results of operations in the future. In addition, shortly after the
      Continental Acquisition, one senior member of Continental's management
      left the Company. There can be no assurance that the Company will be able
      to retain key personnel at Continental.

      The Company may from time to time pursue the acquisition of other
      companies, assets, products or technologies. The Company may incur
      additional indebtedness and additional charges against earnings in
      connection with future acquisitions, and such incurrences could have a
      material adverse effect on the Company's business, financial condition and
      results of operations. See "Leverage" below. The Acquisitions involve a
      number of operating risks that could materially adversely affect the
      Company's operating results, including the diversion of management's
      attention to assimilate the operations, products and personnel of the
      acquired companies, the amortization of acquired intangible assets, and
      the potential loss of key employees of the acquired companies.
      Furthermore, acquisitions may involve businesses in which the Company
      lacks experience. There can be no assurance that the Company will be able
      to manage one or more acquisitions successfully, or that the Company will
      be able to integrate the operations, products or personnel gained through
      any such acquisitions without a material adverse effect on the Company's
      business, financial condition and results of operations.

      MANAGEMENT OF GROWTH

      In fiscal 1997 and 1998, the Company has significantly expanded its
      operations, including geographically, which has placed, and will continue
      to place, significant demands on the Company's management, operational,
      technical and financial resources. The Acquisitions have intensified these
      demands. The Company expects that expansion will require additional
      management personnel and the development of further expertise by existing
      management personnel. The Company's ability to manage growth effectively,
      particularly given the increasing scope of its operations, will require it
      to continue to implement and improve its operational, financial and
      management information systems as well as to further develop the
      management skills of its managers and supervisors and to train, motivate
      and manage its employees. The Company's failure to effectively manage
      future growth could have a materiel adverse effect on the Company's
      business, financial condition and results of operations. Competition for
      personnel is intense, and there can be no assurance that the Company will
      be able to attract, assimilate or retain additional highly qualified
      employees in the future, especially engineering personnel. The failure to
      hire and retain such personnel could have a material adverse effect on the
      Company's business, financial condition and results of operations.


                                       20
<PAGE>   21

      COMPETITION

      The electronic interconnect industry is highly fragmented and
      characterized by intense competition. The Company believes its major
      competitors are the large U.S. and international independent and captive
      producers that also manufacture multilayer printed circuits and provide
      backplane and other electronic assemblies. Some of these competitors have
      significantly greater financial, technical and marketing resources,
      greater name recognition and a larger installed customer base than the
      Company. In addition, these competitors may have the ability to respond
      more quickly to new or emerging technologies, may adapt more quickly to
      changes in customer requirements and may devote greater resources to the
      development, promotion and sale of their products than the Company.

      During periods of recession or economic slowdown in the electronics
      industry and other periods when excess capacity exists, electronics OEMs
      become more price sensitive, which could have a material adverse effect on
      interconnect pricing. In addition, the Company believes that price
      competition from printed circuit manufacturers in Asia and other locations
      with lower production costs may play an increasing role in the printed
      circuit markets in which the Company competes. This price competition from
      Asian printed circuit manufacturers may intensify as a result of economic
      turmoil, currency devaluations or financial market instability that many
      Asian countries are currently experiencing. Moreover, the Company's basic
      interconnect technology is generally not subject to significant
      proprietary protection, and companies with significant resources or
      international operations may enter the market. Increased competition could
      result in price reductions, reduced margins or loss of market share, any
      of which could materially adversely affect the Company's business,
      financial condition and results of operations.

      The demand for printed circuits has continued to be affected by the
      development of smaller, more powerful electronic components requiring less
      printed circuit area. Expansion of the Company's existing products or
      services could expose the Company to new competition. Moreover, new
      developments in the electronics industry could render existing technology
      obsolete or less competitive and could potentially introduce new
      competition into the industry. There can be no assurance that the Company
      will continue to compete successfully against present and future
      competitors or that competitive pressures faced by the Company will not
      have a material adverse effect on the Company's business, financial
      condition and results of operations.

      MALAYSIA FACILITY AND ASIAN ECONOMIC TURMOIL

      Hadco Santa Clara (formerly Zycon) completed construction of a volume
      manufacturing facility for printed circuits in Malaysia in fiscal 1997.
      Hadco's management has no experience in operating foreign manufacturing
      facilities, and there can be no assurance that the Company will operate
      the new facility on a profitable basis. The Company believes that the
      Malaysian facility could incur operating losses in the future as a result
      of various factors, including, without limitation, operating
      inefficiencies and price competition for the products which the Company
      intends to produce at the facility. International operations are also
      subject to a number of risks, including unforeseen changes in regulatory
      requirements, exchange rates, tariffs and other trade barriers,
      misappropriation of intellectual property, currency fluctuations, and
      political and economic instability. Malaysia and other Asian countries
      have recently experienced economic turmoil and a significant devaluation
      of their local currencies. There can be no assurance that this period of
      Asian economic turmoil will not result in increased price competition,
      reduced sales by the Company's customers in Asia with a concomitant
      reduction in such customers' orders for the Company's products,
      restrictions on the transfer of funds overseas, employee turnover, labor
      unrest, the reversal of current policies encouraging foreign investment
      and trade, or other domestic Asian economic problems that could materially
      adversely affect the Company's business, financial condition or results of
      operations.


                                       21
<PAGE>   22

      TECHNOLOGICAL CHANGE, PROCESS DEVELOPMENT AND PROCESS DISRUPTION

      The market for the Company's products and services is characterized by
      rapidly changing technology and continuing process development. The future
      success of the Company's business will depend in large part upon its
      ability to maintain and enhance its technological capabilities, develop
      and market products and services that meet changing customer needs and
      successfully anticipate or respond to technological changes, on a
      cost-effective and timely basis. In addition, the electronic interconnect
      industry in the future could encounter competition from new technologies
      that render existing electronic interconnect technology less competitive
      or obsolete, including technologies that may reduce the number of printed
      circuits required in electronic components. There can be no assurance that
      the Company will effectively respond to the technological requirements of
      the changing market. To the extent the Company determines that new
      technologies and equipment are required to remain competitive, the
      development, acquisition and implementation of such technologies and
      equipment are likely to continue to require significant capital investment
      by the Company. There can be no assurance that capital will be available
      for this purpose in the future or that investments in new technologies
      will result in commercially viable technological processes or that there
      will be commercial applications for these technologies. Moreover, the
      Company's business involves highly complex manufacturing processes that
      have in the past and could in the future be subject to periodic failure or
      disruption. Process disruptions can result in delays in certain product
      shipments, and there can be no assurance that failures or disruptions will
      not occur in the future. In addition, the Company has a large
      manufacturing facility in Santa Clara, California, an area of the United
      States that is subject to significant natural disasters, including
      earthquakes, fires and flooding. The loss of revenue and earnings to the
      Company from such a technological change, process development or process
      disruption, as well as any disruption of the Company's operations
      resulting from a natural disaster such as an earthquake, fire, flood or
      drought in California or other locations where the Company has facilities,
      could have a material adverse effect on the Company's business, financial
      condition and results of operations.

      CUSTOMER CONCENTRATION

      During the past several years, the Company's sales to a small number of
      its customers have accounted for a significant percentage of the Company's
      annual net sales. During fiscal 1995, 1996 and 1997, the Company's ten
      largest customers accounted for approximately 46%, 48% and 47% of net
      sales, respectively. In fiscal 1997, Solectron accounted for approximately
      15% of the net sales of the Company. The Company generally does not obtain
      long-term purchase orders or commitments from its customers, and the
      orders received by the Company generally require delivery within 90 days.
      Given the Company's strategy of developing long-term purchasing
      relationships with high growth companies, the Company's dependence on a
      number of its most significant customers may increase. There can be no
      assurance that the Company will be able to identify, attract and retain
      customers with high growth rates or that the customers that it does
      attract and retain will continue to grow. Although there can be no
      assurance that the Company's principal customers will continue to purchase
      products and services from the Company at current levels, the Company
      expects to continue to depend upon its principal customers for a
      significant portion of its net sales. The loss of or decrease in orders
      from one or more major customers could have a material adverse effect on
      the Company's business, financial condition and results of operations.

      MANUFACTURING CAPACITY

      The Company believes its long-term competitive position depends in part on
      its ability to increase manufacturing capacity. The Company may obtain
      such additional capacity through acquisitions or expansion of its current
      facilities. Either approach would require substantial additional capital,
      and there can be no assurance that such capital will be available from
      cash generated by current operations. Further, there can be no assurance
      that the Company will be able to acquire sufficient capacity or
      successfully integrate and 


                                       22

<PAGE>   23

      MANUFACTURING CAPACITY (CONTINUED)

      manage such additional facilities. Although the Company has historically
      needed to increase its manufacturing capacity, the Company believes that
      excess capacity may exist in the printed circuit and electronic assembly
      industries. In addition, growth rates in the electronics industry as a
      whole have fluctuated historically. These factors could have a material
      adverse effect on future orders and pricing. The Company's expansion of
      its manufacturing capacity has significantly increased and will continue
      to significantly increase its fixed costs, and the future profitability of
      the Company will depend on its ability to utilize its manufacturing
      capacity in an effective manner. The failure to obtain sufficient capacity
      when needed or to successfully integrate and manage additional
      manufacturing facilities could adversely impact the Company's
      relationships with its customers and materially adversely affect the
      Company's business, financial condition and results of operations.

      ENVIRONMENTAL MATTERS

      The Company is subject to a variety of local, state and federal
      environmental laws and regulations relating to the storage, use, discharge
      and disposal of chemicals, solid waste and other hazardous materials used
      during its manufacturing process, as well as air quality regulations and
      restrictions on water use. When violations of environmental laws occur,
      the Company can be held liable for damages and the costs of remedial
      actions and can also be subject to revocation of permits necessary to
      conduct its business. Any such revocations could require the Company to
      cease or limit production at one or more of its facilities, which could
      have a material adverse effect on the Company's business, financial
      condition and results of operations. Moreover, the Company's failure to
      comply with present and future regulations could restrict the Company's
      ability to expand its facilities or could require the Company to acquire
      costly equipment or to incur other significant expenses to comply with
      environmental regulations.

      Environmental laws could become more stringent over time, imposing greater
      compliance costs and increasing risks and penalties associated with
      violation. The Company operates in several environmentally sensitive
      locations and is subject to potentially conflicting and changing
      regulatory agendas of political, business and environmental groups.
      Changes or restrictions on discharge limits, emissions levels, or material
      storage or handling might require a high level of unplanned capital
      investment and/or relocation. There can be no assurance that compliance
      with new or existing regulations will not have a material adverse effect
      on the Company's business, financial condition and results of operations.

      AVAILABILITY OF RAW MATERIALS AND COMPONENTS

      Although the Company has not entered into any supply agreements and does
      not have any guaranteed sources of raw materials or components, it
      routinely purchases raw materials and components from several key material
      suppliers. Although alternative material suppliers are currently
      available, a significant unplanned event at a major supplier could have a
      material adverse effect on the Company's operations. Hadco Santa Clara has
      experienced shortages of certain types of raw materials in the past. The
      Company believes that the potential exists for shortages of materials in
      the printed circuit and electronic assembly industries, which could have a
      material adverse effect on the Company's manufacturing operations and
      future unit costs. Product changes and the overall demand for electronic
      interconnect products could increase the industry's use of new laminate
      materials, standard laminate materials, multilayer blanks, electronic
      components and other materials, and therefore such materials may not be
      readily available to the Company in the future. Electronic components used
      by the Company in producing backplane assemblies are purchased by the
      Company and, in certain circumstances, the Company may bear the risk of
      component price fluctuations. There can be no assurance that shortages of
      certain types of electronic components will


                                       23
<PAGE>   24

      AVAILABILITY OF RAW MATERIALS AND COMPONENTS (CONTINUED)

      not occur in the future. Component shortages or price fluctuations could
      have a material adverse effect on the Company's backplane assembly
      business, thereby materially adversely affecting the Company's business,
      financial condition and results of operations. To the extent that the
      Company's backplane assembly business expands as a percentage of the
      Company's net sales, component shortages and price fluctuations could, to
      a greater extent, materially adversely affect the Company's business,
      financial condition and results of operations.

      DEPENDENCE ON KEY PERSONNEL

      The Company's future success depends to a large extent upon the continued
      services of key managerial and technical employees. The only executive
      officers of the Company bound by employment or non-compete agreements are
      the President and Chief Executive Officer and a Senior Vice President
      (formerly President and Chief Executive Officer of Continental). Hadco's
      President and Chief Executive Officer's non-compete agreement expires one
      year after the termination of his employment with the Company. Most other
      key employees of the Company do not have employment or non-compete
      agreements. The loss of the services of any of the Company's key employees
      could have a material adverse effect on the Company. The Company believes
      that its future success depends on its continuing ability to attract and
      retain highly qualified technical, managerial and marketing personnel.
      Competition for such personnel is intense, especially for engineering
      personnel, and there can be no assurance that the Company will be able to
      attract, assimilate or retain such personnel. If the Company is unable to
      hire and retain key personnel, the Company's business, financial condition
      and results of operations may be materially adversely affected.

      INTELLECTUAL PROPERTY

      The Company's success depends in part on its proprietary techniques and
      manufacturing expertise, particularly in the area of complex multilayer
      printed circuits. The Company has few patents and relies primarily on
      trade secret protection of its intellectual property. There can be no
      assurance that the Company will be able to protect its trade secrets or
      that others will not independently develop substantially equivalent
      proprietary information and techniques or otherwise gain access to the
      Company's trade secrets. In addition, litigation may be necessary to
      protect the Company's trade secrets, to determine the validity and scope
      of the proprietary rights of others or to defend against claims of patent
      infringement. If any infringement claim is asserted against the Company,
      the Company may seek to obtain a license of the other party's intellectual
      property rights. There is no assurance that a license would be available
      on reasonable terms or at all. Litigation with respect to patents or other
      intellectual property matters could result in substantial costs and
      diversion of management and other resources and could have a material
      adverse effect on the Company's business, financial condition and results
      of operations.

      VOLATILITY OF STOCK PRICE

      The Company's Common Stock has experienced significant price volatility
      historically, and such volatility may continue to occur in the future.
      Factors such as announcements of large customer orders, order
      cancellations, new product introductions by the Company or competitors or
      general conditions in the electronics industry, as well as quarterly
      variations in the Company's actual or anticipated results of operations,
      may cause the market price of the Company's Common Stock to fluctuate
      significantly. Furthermore, the stock market has experienced extreme price
      and volume fluctuations in recent years, which has had a substantial
      effect on the market price for securities issued by many technology
      companies, often for reasons unrelated to the operating performance of the
      specific companies. These broad market fluctuations may materially
      adversely affect the price of the Company's Common Stock. There can be no


                                       24
<PAGE>   25

      VOLATILITY OF STOCK PRICE (CONTINUED)

      assurance that the market price of the Company's Common Stock will not
      experience significant fluctuations in the future, including fluctuations
      that are unrelated to the Company's performance.

      LEVERAGE

      The Acquisitions and related debt financings have significantly increased
      the Company's debt service obligations. Although the Company's cash flow
      from operations has been sufficient to meet its debt service obligations
      in the past, there can be no assurance that the Company's operating
      results will continue to be sufficient for the Company to meet such
      obligations in the future.

      FORWARD-LOOKING STATEMENTS

      A number of the matters and subject areas discussed in this Form 10-Q that
      are not historical or current facts deal with potential future
      circumstances and developments. The discussion of such matters and subject
      areas is qualified by the inherent risks and uncertainties surrounding
      future expectations generally, and also may differ materially from the
      Company's actual future experience involving any one or more of such
      matters and subject areas. The Company has attempted to identify, in
      context, certain of the factors that it currently believes may cause
      actual future experience and results to differ from the Company's current
      expectations regarding the relevant matter or subject area. The operations
      and results of the Company's business also may be subject to the effect of
      other risks and uncertainties in addition to the relevant qualifying
      factors identified elsewhere in the foregoing "Factors That May Affect
      Future Results" section, including, but not limited to other risks and
      uncertainties described from time to time in the Company's reports filed
      with the Securities and Exchange Commission.


                                       25
<PAGE>   26

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

      See Note 9 of Notes to Consolidated Condensed Financial Statements above
for a description of certain litigation in which the Company is currently
involved.

Item 2. Changes in Securities

      (a) An amendment to the Company's Restated Articles of Organization to
increase the number of authorized shares of Common Stock from 25,000,000 shares
to 50,000,000 shares was approved at the Annual Meeting of Stockholders on March
4, 1998. Articles of Amendment were filed with the Commonwealth of Massachusetts
on March 4, 1998.

      (b) On May 18, 1998, the Company sold $200.0 million aggregate principal
amount of its 9-1/2% Senior Subordinated Notes due 2008 (the "Notes") to certain
purchasers. The purchasers subsequently resold the Notes to "qualified
institutional buyers" in reliance upon Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"), and offshore purchasers pursuant to
Rule 904 of Regulation S under the Securities Act. The Notes were so resold at a
price equal to 99.66% of their principal amount. The Indenture under the which
the Notes were issued imposes certain limitations on the ability of the Company,
its subsidiaries and, in certain circumstances, the Guarantors, to, among other
things, incur indebtedness, pay dividends, prepay subordinated indebtedness,
repurchase capital stock, make investments, create liens, engage in transactions
with stockholders and affiliates, sell assets and engage in mergers and
consolidations.

      (c)(i) Under the Company's Outside Directors' Compensation Plan of 1998
            (the "Outside Directors' Plan"), non-employee directors
            ("Non-Employee Directors") of the Company receive payment of an
            annual fee in the form of restricted Common Stock of the Company.
            Non-Employee Directors may elect to defer receipt of any such
            payment. On March 4, 1998, the Non-Employee Directors received an
            aggregate of 1,290 shares of Common Stock pursuant to the Outside
            Directors' Plan. Of such shares, receipt of 215 shares was deferred
            in accordance with the Outside Directors' Plan. The aggregate value
            of all such shares issued on March 4, 1998 to Non-Employee Directors
            was $59,985 (based on a fair market value on that date of $46.50 per
            share).

      (ii)  On March 20, 1998, and as a condition to his employment as a Senior
            Vice President of the Company, Frederick G. McNamee, III, agreed to
            purchase 40,000 shares of Common Stock of the Company pursuant to a
            Stock Purchase Agreement dated as of March 20, 1998. The purchase
            price of $37.00 per share was based on the fair market value of such
            shares on March 20, 1998, the date of purchase.

      (iii) Each of the shares of Common Stock of the Company referenced in this
            Item 2, Subsection (c) was issued by the Company in reliance on the
            exemption from registration provided by Section 4(2) of the
            Securities Act for an offering to a small number of knowledgeable
            investors.

Item 4. Submission of Matters to a Vote of Security Holders

      (a)   The annual meeting of stockholders of Hadco Corporation was held on
            March 4, 1998.

      (b)   No information provided due to inapplicability of item.


                                       26

<PAGE>   27

      (c)   A vote was proposed to (1) fix the number of directors at eight (8)
            and to elect a Board of Directors to serve for the ensuing year or
            until their respective successors are duly elected and qualified;
            (2) approve Hadco Corporation Employee Stock Purchase Plan of
            November 17, 1997; (3) approve the amendment of the Corporation's
            Restated Articles of Organization to increase the authorized shares
            of Common Stock from 25,000,000 to 50,000,000; (4) ratify the
            selection of Arthur Andersen LLP as auditors for the fiscal year
            ending October 31, 1998.

      The voting results are as follows:

<TABLE>
<CAPTION>
                                    Votes            Votes              Votes            Votes            Broker
                                     For            Against            Withheld        Abstained        Non-Votes
                                    
<S>                               <C>               <C>                 <C>              <C>               <C>
(1)Horace H. Irvine II            11,807,602           N/A              39,923             N/A             N/A
   Andrew E. Lietz                11,807,907           N/A              39,618             N/A             N/A
   Patrick Sweeney                11,807,907           N/A              39,168             N/A             N/A
   Oliver O. Ward                 11,806,602           N/A              41,463             N/A             N/A
   Lawrence Coolidge              11,806,862           N/A              40,663             N/A             N/A
   John F. Smith                  11,804,703           N/A              42,822             N/A             N/A
   John E. Pomeroy                11,808,162           N/A              39,363             N/A             N/A
   James C. Taylor                11,807,162           N/A              40,363             N/A             N/A

(2)Hadco Corporation              11,399,844         419,016              N/A            28,665            N/A
     Employee Stock
     Purchase Plan of 
     November 17, 1997

(3)Amendment to
     Restated Articles of         10,377,873        1,454,606             N/A            15,046            N/A
     Organization

(4)Arthur Andersen LLP            11,809,925          26,761              N/A            10,839            N/A
     Ratification
</TABLE>

(d)   No information provided due to inapplicability of item.

      Item 6. Exhibits and Reports on Form 8-K

           (a)  Exhibits

                 *10.1  Non-Qualified Stock Option Plan dated November 29, 1995,
                        as amended and restated April 7, 1998.

                 *10.2  Form of Option Agreement to Non-Qualified Stock Option
                        Plan dated November 29, 1995, as amended and restated
                        April 7, 1998.

                 *10.3  Stock Purchase Agreement dated as of March 20, 1998
                        between Registrant and Frederick G. McNamee, III.

                 *10.4  Employment Agreement dated as of February 17, 1998
                        between Registrant and Frederick G. McNamee, III.


                                       27
<PAGE>   28


                 10.5   Second Amendment and Modification Agreement among
                        Registrant and a group of Banks dated as of May 11,
                        1998.

                 27.1   Financial Data Schedule for the Period Ended May 2, 1998

(*)   Indicates a management contract or any compensatory plan, contract or
      arrangement required to be filed as an exhibit.

      (b)   Reports on Form 8-K

      A Current Report on Form 8-K dated February 17, 1998, filed by the Company
      on February 18, 1998, reported on (i) an announcement by the Company that
      it had agreed to acquire Continental Circuits Corp. for $23.90 per share
      and (ii) an announcement by the Company of its financial results for the
      first quarter ended January 31, 1998.

      A Current Report on Form 8-K dated February 20, 1998, filed by the Company
      on February 20, 1998, reported on an announcement by the Company that it
      had commenced a tender offer for all outstanding shares of Continental
      Circuits Corp.

      A Current Report on Form 8-K dated May 1, 1998, filed by the Company on
      May 1, 1998, reported on an announcement by the Company that on (i) March
      27, 1998 it had received a notice from legal counsel to the Lemelson
      Medical, Education & Research Foundation Limited Partnership alleging that
      the Company is infringing certain patents held by said Foundation and
      offering to license said patents to the Company and (ii) January 12, 1998,
      Hadco Santa Clara, Inc. received a notice of a lawsuit against it relating
      to alleged injuries suffered as a result of alleged emissions of effluent
      from allegedly toxic and hazardous substances.

      A Current Report on Form 8-K dated March 20, 1998, filed by the Company on
      March 26, 1998, and amended by a Current Report on Form 8-K/A, filed by
      the Company on May 1, 1998, reported on an announcement by the Company
      that on March 20, 1998 it had, through an acquisition subsidiary,
      consummated the acquisition of all of the outstanding common stock of
      Continental Circuits Corp.

      The above Current Report on Form 8-K/A included the following financial
      statements of an acquired business, Continental Circuits Corp.:

         (i) Financial Statements of Business Acquired

             Report of Independent Auditors (Ernst & Young LLP)
             Consolidated Balance Sheets at July 31, 1996 and 1997 and 
               January 31, 1998 (unaudited)
             Consolidated Statements of Income for the Years Ended July 31,   
               1995, 1996 and 1997 and for the Six Months Ended February 2, 
               1997 (unaudited) and January 31, 1998 (unaudited)
             Consolidated Statements of Cash Flow for the Years Ended  
               July 31, 1995, 1996 and 1997 and for the Six Months Ended 
               February 2, 1997 (unaudited) and January 31, 1998 (unaudited)
             Consolidated Statements of Shareholders' Equity for the Years Ended
               July 31, 1995, 1996 and 1997 and for the Six Months Ended 
               January 31, 1998 (unaudited)
             Notes to Consolidated Financial Statements


                                       28

<PAGE>   29


        (ii) Pro Forma Condensed Consolidated Financial Statements (unaudited)

             Pro Forma Condensed Consolidated Balance Sheet as of 
               January 31, 1998
             Pro Forma Condensed Consolidated Statement of Operations for the 
               Year Ended October 25, 1997
             Pro Forma Consolidated Statement of Operations for the Three Months
               Ended January 31, 1998
             Note to Pro Forma Condensed Consolidated Financial Statements



                                       29
<PAGE>   30

                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
      registrant has duly caused this report to be signed on its behalf by the
      undersigned thereunto duly authorized.

                                    Hadco Corporation

     Date:  June 11, 1998           By: /s/ 
                                       -----------------------------------
                                       Timothy P. Losik
                                       Senior Vice President and Chief
                                       Financial Officer (principal financial
                                       officer and principal accounting officer)


                                       30

<PAGE>   31



                                 Exhibit Index

      Exhibits

       *10.1      Non-Qualified Stock Option Plan dated November 29, 1995,
                  as amended and restated April 7, 1998.

       *10.2      Form of Option Agreement to Non-Qualified Stock Option
                  Plan dated November 29, 1995, as amended and restated
                  April 7, 1998.

       *10.3      Stock Purchase Agreement dated as of March 20, 1998
                  between Registrant and Frederick G. McNamee, III.

       *10.4      Employment Agreement dated as of February 17, 1998
                  between Registrant and Frederick G. McNamee, III.

        10.5      Second Amendment and Modification Agreement among
                  Registrant and a group of Banks dated as of May 11,
                  1998.

        27.1      Financial Data Schedule for the Period Ended May 2, 1998





                                       31