<PAGE>   1
      As filed with the Securities and Exchange Commission on May 21, 1999
                                                      Registration No. 333-_____


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                HADCO CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                  Massachusetts
         (State or Other Jurisdiction of Incorporation or Organization)

                                   04-2393279
                      (I.R.S. Employer Identification No.)

                  12A Manor Parkway, Salem, New Hampshire 03079
                    (Address of Principal Executive Offices)
                                HADCO CORPORATION
                                 1998 STOCK PLAN
                            (Full Title of the Plan)


                            Stephen A. Hurwitz, Esq.
                         Testa, Hurwitz & Thibeault, LLP
                                High Street Tower
                                 125 High Street
                           Boston, Massachusetts 02110
               (Name and Address of Agent for Service of Process)

                                  617-248-7000
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                                          Proposed
                                                     Proposed              Maximum
 Title Of Securities To       Amount To Be       Maximum Offering         Aggregate           Amount of
     Be Registered             Registered         Price Per Share       Offering Price     Registration Fee
 ----------------------      -------------       ----------------       --------------     ----------------
<S>                          <C>                 <C>                    <C>                <C>   
Common Stock                      9,085              $30.31(1)           $   275,366(1)        $   76.56
(Par Value $.05)
Common Stock                     990,915             $33.75(2)           $33,443,381(2)        $9,297.26
(Par Value $.05)
</TABLE>

(1)      Such shares were issued as stock awards pursuant to the Hadco
         Corporation 1998 Stock Plan at a fair market value of $30.31. Pursuant
         to Rule 457(h), the aggregate offering price and the fee have been
         computed based on such fair market value.

(2)      The price of $33.75 per share, which is the average of the high and low
         prices reported on the Nasdaq National Market on May 17, 1999, is set
         forth solely for purposes of calculating the filing fee pursuant to
         Rule 457(c) and has been used only for those shares without a fixed
         exercise or purchase price.


<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

         The documents containing the information specified in this Item 1 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

Item 2. Registrant Information and Employee Plan Annual Information.

         The documents containing the information specified in this Item 2 will
be sent or given to employees as specified by Rule 428(b). In accordance with
the rules and regulations of the Commission and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following documents filed with the Commission are incorporated by
reference in this registration statement:

(a)      Registrant's Annual Report on Form 10-K, File No. 0-12102, for the year
         ended October 31, 1998;

(b)      Registrant's Quarterly Report on Form 10-Q, File No. 0-12102, for the
         quarter ended January 30, 1999; and

(c)      The section entitled "Description of Registrant's Securities to be
         Registered" contained in the Registrant's registration statement on
         Form 8-A, File No. 0-12102, filed on May 4, 1984 pursuant to Section
         12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
         incorporating by reference the information contained in the
         Registrant's registration statement on Form S-1, File No. 2-86810, and
         as changed by the Registrant's Restated Articles of Organization, filed
         as Exhibit 3.1 to the Registrant's Registration Statement No. 333-21977
         on Form S-3, as amended by the Amendment to the Restated 


                                      -2-
<PAGE>   3

         Articles of Organization of Registrant, filed as Exhibit 3.1 to the
         Registrant's Quarterly Report on Form 10-Q, File No. 0-12102, for the
         quarter ended January 31, 1998.

         All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part thereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         Reference is made to Article V, Section 2 of the By-Laws of the
Registrant, to Section 67 of the Massachusetts Business Corporation Law and the
Registrant's Restated Articles of Organization, as amended.

         Article V, Section 2 of the Registrant's By-Laws provides:

"2. Indemnification. Each Director, officer, employee and other agent of the
corporation, and any person who, at the request of the corporation, serves as a
director, officer, employee or other agent of another organization in which the
corporation directly or indirectly owns shares or of which it is a creditor
shall be indemnified by the corporation against any cost, expense (including
attorney's fees), judgment, liability and/or amount paid in settlement
reasonably incurred by or imposed upon him in connection with any action, suit
or proceeding (including any proceeding before any administrative or legislative
body or agency), to which he may be made a party or otherwise involved or with
which he shall be threatened, by reason of his being, or related to his status
as, a director, officer, employee or other agent of the corporation or of any
other organization in which the corporation directly or indirectly owns shares
or of which the corporation is a creditor, which other organization he serves or
has served as director, officer, employee or other agent at the request of the
corporation (whether or not he continues to be an officer, director, employee or
other agent of the corporation or such other organization at the time such
action, suit or proceeding is brought or threatened), unless such
indemnification is prohibited by the Business Corporation Law of the
Commonwealth of Massachusetts. The foregoing right of indemnification shall be
in addition to any rights to which any such person may otherwise be entitled and
shall inure 


                                      -3-
<PAGE>   4

to the benefit of the executors or administrators of each such person. The
corporation may pay the expenses incurred by any such person in defending a
civil or criminal action, suit or proceeding in advance of the final disposition
of such action, suit or proceeding, upon receipt of an undertaking by such
person to repay such payment if it is determined that such person is not
entitled to indemnification hereunder. This section shall be subject to
amendment or repeal only by action of the stockholders."

         Section 67 of Chapter 156B of the Massachusetts Corporation Law
provides:

         "Indemnification of directors, officers, employees and other agents of
a corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by it
to whatever extent shall be specified in or authorized by (i) the articles of
organization or (ii) a by-law adopted by the stockholders or (iii) a vote
adopted by the holders of a majority of the shares of stock entitled to vote on
the election of directors. Except as the articles of organization or by-laws
otherwise require, indemnification of any persons referred to in the preceding
sentence who are not directors of the corporation may be provided by it to the
extent authorized by the directors. Such indemnification may include payment by
the corporation of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he shall be adjudicated to be not entitled to indemnification under this
section which undertaking may be accepted without reference to the financial
ability of such person to make repayment. Any such indemnification may be
provided although the person to be indemnified is no longer an officer, director
employee or agent of the corporation or of such other organization or no longer
serves with respect to any such employee benefit plan.

         No indemnification shall be provided for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with respect to any employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.

         The absence of any express provision for indemnification shall not
limit any right of indemnification existing independently of this section.

         A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or other agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or other agent of another organization or with
respect to any employee benefit plan, against any liability incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability."

                                      -4-
<PAGE>   5

          The Registrant's Restated Articles of Organization, as amended, 
provide:

         "The Corporation eliminates the personal liability of each director to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director notwithstanding any statutory provision or other law imposing
such liability; provided, that nothing in this paragraph shall eliminate or
limit the liability of a director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or knowing violation of
law, (iii) under Section sixty-one or sixty-two of Chapter 156B of the
Massachusetts General Laws, or (iv) for any transaction from which the director
derived an improper personal benefit."

Item 7. Exemption From Registration Claimed.

Not Applicable.

Item 8.  Exhibits.

Exhibit No.                          Description of Exhibit

4.1                      Restated Articles of Organization of
                         Registrant (filed as Exhibit 3.1 to the
                         Registration Statement No. 333-21977 on
                         Form S-3 and incorporated herein by reference)

4.2                      By-Laws of Registrant, as amended (filed as
                         Exhibit 3.2 to the Registration Statement
                         No. 333-21977 on Form S-3 and incorporated
                         herein by reference)

4.3                      Amendment to Restated Articles of Organization
                         of Registrant dated March 4, 1998 (filed as
                         Exhibit 3.1 to Quarterly Report on Form 10-Q,
                         File No. 0-12102, for the quarter ended
                         January 31, 1998 and incorporated herein by
                         reference)

4.4                      Hadco Corporation 1998 Stock Plan

5.1                      Opinion of Testa, Hurwitz & Thibeault, LLP

23.1                     Consent of Testa, Hurwitz & Thibeault,


                                      -5-
<PAGE>   6

                         LLP (included in Exhibit 5.1)

23.2                     Consent of Arthur Andersen LLP

24.1                     Power of Attorney (included as part of the signature
                         page of this Registration Statement)


Item 9.   Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           registration statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                                      -6-
<PAGE>   7


                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933, as amended, and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Salem and the State of New Hampshire, on this 21st 
day of May, 1999.

                                            HADCO CORPORATION



                                            By: /s/ Andrew E. Lietz
                                                --------------------------
                                                Andrew E. Lietz
                                                President, Chief Executive
                                                Officer and Director


                                      -7-
<PAGE>   8



                                POWER OF ATTORNEY

         EACH PERSON WHOSE SIGNATURE appears below hereby constitutes and
appoints Andrew E. Lietz and F. Gordon Bitter each of them, with full power to
act without the other, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead in any and all capacities (until revoked in writing) to sign all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8 of Hadco Corporation, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission or any state securities commission or other governmental
entity pertaining to such registration and sale, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute, may lawfully do or cause to be done by virtue hereof.


                                      -8-
<PAGE>   9

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


     SIGNATURE                         TITLE                          DATE

                            
/s/ Horace H. Irvine II         Chairman of the Board and          May 21, 1999 
-----------------------------   Director                  
(Horace H. Irvine II)                                                       

                            
/s/ Andrew E. Lietz             President, Chief Executive         May 21, 1999 
-----------------------------   Officer and Director               
(Andrew E. Lietz)               (Principal Executive Officer)      
                                                                   
                                                                   
/s/ F. Gordon Bitter            Senior Vice President, Chief       May 21, 1999 
-----------------------------   Financial Officer and              
(F. Gordon Bitter)              Treasurer (Principal Financial     
                                Officer and Principal              
                                Accounting Officer)                
                                                                   
                                                                   
/s/ Oliver O. Ward              Director                           May 21, 1999 
-----------------------------                                      
(Oliver O. Ward)                                                   
                                                                   
                                                                   
/s/ Patrick Sweeney             Director                           May 21, 1999 
-----------------------------                                      
(Patrick Sweeney)                                                  
                                                                   
                                                                   
/s/ John F. Smith               Director                           May 21, 1999 
-----------------------------                                      
(John F. Smith)                                                    
                                                                   
                                                                   
/s/ John E. Pomeroy             Director                           May 21, 1999 
-----------------------------                                      
(John E. Pomeroy)                                                  
                                                                   
                                                                   
/s/ James C. Taylor             Director                           May 21, 1999 
-----------------------------                                      
(James C. Taylor)                                                  
                                                                   
                                                                   
/s/ Mauro J. Walker             Director                           May 21, 1999 
-----------------------------                                      
(Mauro J. Walker)                                                  
                                                                   
                                                                   
/s/ Gilbert M. Roddy, Jr.       Director                           May 21, 1999 
-----------------------------                                      
(Gilbert M. Roddy, Jr.)                             




                                      -9-
<PAGE>   10

                            INDEX TO EXHIBITS

Exhibit No.     Description                                             Page

4.1             Restated Articles of Organization of Registrant
                (filed as Exhibit 3.1 to the Registration Statement
                No. 333-21977 on Form S-3 and incorporated herein by
                reference)
4.2             By-Laws of Registrant, as amended (filed as
                Exhibit 3.2 to the Registration Statement
                No. 333-21977 on Form S-3 and incorporated herein by
                reference)
4.3             Amendment to Restated Articles of Organization of
                Registrant dated March 4, 1998 (filed as Exhibit 3.1
                to Quarterly Report on Form 10-Q, File No. 0-12102,
                for the quarter ended January 31, 1998 and
                incorporated herein by reference)
4.4             Hadco Corporation 1998 Stock Plan
5.1             Opinion of Testa, Hurwitz & Thibeault, LLP
23.1            Consent of Testa, Hurwitz & Thibeault, LLP (included
                in Exhibit 5.1)
23.2            Consent of Arthur Andersen LLP
24.1            Power of Attorney (included as part of the signature
                page to this Registration Statement)


                                      -10-
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{"company-data": {"conformed-name": "HADCO CORP", "cik": "0000729533", "assigned-sic": "3672", "irs-number": "042393279", "state-of-incorporation": "MA", "fiscal-year-end": "1030"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79029", "film-number": "99631874"}, "business-address": {"street1": "12A MANOR PKWY", "city": "SALEM", "state": "NH", "zip": "03079", "phone": "6038988000"}, "mail-address": {"street1": "12A MONOR PARKWAY", "city": "SALEM", "state": "NH", "zip": "03079"}}
1
      As filed with the Securities and Exchange Commission on May 21, 1999
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                HADCO CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                  Massachusetts
         (State or Other Jurisdiction of Incorporation or Organization)

                                   04-2393279
                      (I.R.S. Employer Identification No.)

                  12A Manor Parkway, Salem, New Hampshire 03079
                    (Address of Principal Executive Offices)
                                HADCO CORPORATION
                                 1998 STOCK PLAN
                            (Full Title of the Plan)

                            Stephen A. Hurwitz, Esq.
                         Testa, Hurwitz & Thibeault, LLP
                                High Street Tower
                                 125 High Street
                           Boston, Massachusetts 02110
               (Name and Address of Agent for Service of Process)

                                  617-248-7000
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
Proposed
                                                     Proposed              Maximum
 Title Of Securities To       Amount To Be       Maximum Offering         Aggregate           Amount of
     Be Registered             Registered         Price Per Share       Offering Price     Registration Fee
 ----------------------      -------------       ----------------       --------------     ----------------
Common Stock                      9,085              $30.31(1)           $   275,366(1)        $   76.56
(Par Value $.05)
Common Stock                     990,915             $33.75(2)           $33,443,381(2)        $9,297.26
(Par Value $.05)
(1)      Such shares were issued as stock awards pursuant to the Hadco
         Corporation 1998 Stock Plan at a fair market value of $30.31. Pursuant
         to Rule 457(h), the aggregate offering price and the fee have been
         computed based on such fair market value.

(2)      The price of $33.75 per share, which is the average of the high and low
         prices reported on the Nasdaq National Market on May 17, 1999, is set
         forth solely for purposes of calculating the filing fee pursuant to
         Rule 457(c) and has been used only for those shares without a fixed
         exercise or purchase price.
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

         The documents containing the information specified in this Item 1 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

Item 2. Registrant Information and Employee Plan Annual Information.

         The documents containing the information specified in this Item 2 will
be sent or given to employees as specified by Rule 428(b). In accordance with
the rules and regulations of the Commission and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following documents filed with the Commission are incorporated by
reference in this registration statement:

(a)      Registrant's Annual Report on Form 10-K, File No. 0-12102, for the year
         ended October 31, 1998;

(b)      Registrant's Quarterly Report on Form 10-Q, File No. 0-12102, for the
         quarter ended January 30, 1999; and

(c)      The section entitled "Description of Registrant's Securities to be
         Registered" contained in the Registrant's registration statement on
         Form 8-A, File No. 0-12102, filed on May 4, 1984 pursuant to Section
         12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
         incorporating by reference the information contained in the
         Registrant's registration statement on Form S-1, File No. 2-86810, and
         as changed by the Registrant's Restated Articles of Organization, filed
         as Exhibit 3.1 to the Registrant's Registration Statement No. 333-21977
         on Form S-3, as amended by the Amendment to the Restated 

                                      -2-
3

         Articles of Organization of Registrant, filed as Exhibit 3.1 to the
         Registrant's Quarterly Report on Form 10-Q, File No. 0-12102, for the
         quarter ended January 31, 1998.

         All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part thereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         Reference is made to Article V, Section 2 of the By-Laws of the
Registrant, to Section 67 of the Massachusetts Business Corporation Law and the
Registrant's Restated Articles of Organization, as amended.

         Article V, Section 2 of the Registrant's By-Laws provides:

"2. Indemnification. Each Director, officer, employee and other agent of the
corporation, and any person who, at the request of the corporation, serves as a
director, officer, employee or other agent of another organization in which the
corporation directly or indirectly owns shares or of which it is a creditor
shall be indemnified by the corporation against any cost, expense (including
attorney's fees), judgment, liability and/or amount paid in settlement
reasonably incurred by or imposed upon him in connection with any action, suit
or proceeding (including any proceeding before any administrative or legislative
body or agency), to which he may be made a party or otherwise involved or with
which he shall be threatened, by reason of his being, or related to his status
as, a director, officer, employee or other agent of the corporation or of any
other organization in which the corporation directly or indirectly owns shares
or of which the corporation is a creditor, which other organization he serves or
has served as director, officer, employee or other agent at the request of the
corporation (whether or not he continues to be an officer, director, employee or
other agent of the corporation or such other organization at the time such
action, suit or proceeding is brought or threatened), unless such
indemnification is prohibited by the Business Corporation Law of the
Commonwealth of Massachusetts. The foregoing right of indemnification shall be
in addition to any rights to which any such person may otherwise be entitled and
shall inure 

                                      -3-
4

to the benefit of the executors or administrators of each such person. The
corporation may pay the expenses incurred by any such person in defending a
civil or criminal action, suit or proceeding in advance of the final disposition
of such action, suit or proceeding, upon receipt of an undertaking by such
person to repay such payment if it is determined that such person is not
entitled to indemnification hereunder. This section shall be subject to
amendment or repeal only by action of the stockholders."

         Section 67 of Chapter 156B of the Massachusetts Corporation Law
provides:

         "Indemnification of directors, officers, employees and other agents of
a corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by it
to whatever extent shall be specified in or authorized by (i) the articles of
organization or (ii) a by-law adopted by the stockholders or (iii) a vote
adopted by the holders of a majority of the shares of stock entitled to vote on
the election of directors. Except as the articles of organization or by-laws
otherwise require, indemnification of any persons referred to in the preceding
sentence who are not directors of the corporation may be provided by it to the
extent authorized by the directors. Such indemnification may include payment by
the corporation of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he shall be adjudicated to be not entitled to indemnification under this
section which undertaking may be accepted without reference to the financial
ability of such person to make repayment. Any such indemnification may be
provided although the person to be indemnified is no longer an officer, director
employee or agent of the corporation or of such other organization or no longer
serves with respect to any such employee benefit plan.

         No indemnification shall be provided for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with respect to any employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.

         The absence of any express provision for indemnification shall not
limit any right of indemnification existing independently of this section.

         A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or other agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or other agent of another organization or with
respect to any employee benefit plan, against any liability incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability."

                                      -4-
5

          The Registrant's Restated Articles of Organization, as amended, 
provide:

         "The Corporation eliminates the personal liability of each director to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director notwithstanding any statutory provision or other law imposing
such liability; provided, that nothing in this paragraph shall eliminate or
limit the liability of a director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or knowing violation of
law, (iii) under Section sixty-one or sixty-two of Chapter 156B of the
Massachusetts General Laws, or (iv) for any transaction from which the director
derived an improper personal benefit."

Item 7. Exemption From Registration Claimed.

Not Applicable.

Item 8.  Exhibits.

Exhibit No.                          Description of Exhibit

4.1                      Restated Articles of Organization of
                         Registrant (filed as Exhibit 3.1 to the
                         Registration Statement No. 333-21977 on
                         Form S-3 and incorporated herein by reference)

4.2                      By-Laws of Registrant, as amended (filed as
                         Exhibit 3.2 to the Registration Statement
                         No. 333-21977 on Form S-3 and incorporated
                         herein by reference)

4.3                      Amendment to Restated Articles of Organization
                         of Registrant dated March 4, 1998 (filed as
                         Exhibit 3.1 to Quarterly Report on Form 10-Q,
                         File No. 0-12102, for the quarter ended
                         January 31, 1998 and incorporated herein by
                         reference)

4.4                      Hadco Corporation 1998 Stock Plan

5.1                      Opinion of Testa, Hurwitz & Thibeault, LLP

23.1                     Consent of Testa, Hurwitz & Thibeault,

                                      -5-
6

                         LLP (included in Exhibit 5.1)

23.2                     Consent of Arthur Andersen LLP

24.1                     Power of Attorney (included as part of the signature
                         page of this Registration Statement)

Item 9.   Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           registration statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                                      -6-
7

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933, as amended, and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Salem and the State of New Hampshire, on this 21st 
day of May, 1999.

                                            HADCO CORPORATION

                                            By: /s/ Andrew E. Lietz
                                                --------------------------
                                                Andrew E. Lietz
                                                President, Chief Executive
                                                Officer and Director

                                      -7-
8

                                POWER OF ATTORNEY

         EACH PERSON WHOSE SIGNATURE appears below hereby constitutes and
appoints Andrew E. Lietz and F. Gordon Bitter each of them, with full power to
act without the other, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead in any and all capacities (until revoked in writing) to sign all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8 of Hadco Corporation, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission or any state securities commission or other governmental
entity pertaining to such registration and sale, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute, may lawfully do or cause to be done by virtue hereof.

                                      -8-
9

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

     SIGNATURE                         TITLE                          DATE

                            
/s/ Horace H. Irvine II         Chairman of the Board and          May 21, 1999 
-----------------------------   Director                  
(Horace H. Irvine II)                                                       

                            
/s/ Andrew E. Lietz             President, Chief Executive         May 21, 1999 
-----------------------------   Officer and Director               
(Andrew E. Lietz)               (Principal Executive Officer)      
                                                                   
                                                                   
/s/ F. Gordon Bitter            Senior Vice President, Chief       May 21, 1999 
-----------------------------   Financial Officer and              
(F. Gordon Bitter)              Treasurer (Principal Financial     
                                Officer and Principal              
                                Accounting Officer)                
                                                                   
                                                                   
/s/ Oliver O. Ward              Director                           May 21, 1999 
-----------------------------                                      
(Oliver O. Ward)                                                   
                                                                   
                                                                   
/s/ Patrick Sweeney             Director                           May 21, 1999 
-----------------------------                                      
(Patrick Sweeney)                                                  
                                                                   
                                                                   
/s/ John F. Smith               Director                           May 21, 1999 
-----------------------------                                      
(John F. Smith)                                                    
                                                                   
                                                                   
/s/ John E. Pomeroy             Director                           May 21, 1999 
-----------------------------                                      
(John E. Pomeroy)                                                  
                                                                   
                                                                   
/s/ James C. Taylor             Director                           May 21, 1999 
-----------------------------                                      
(James C. Taylor)                                                  
                                                                   
                                                                   
/s/ Mauro J. Walker             Director                           May 21, 1999 
-----------------------------                                      
(Mauro J. Walker)                                                  
                                                                   
                                                                   
/s/ Gilbert M. Roddy, Jr.       Director                           May 21, 1999 
-----------------------------                                      
(Gilbert M. Roddy, Jr.)                             

                                      -9-
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                            INDEX TO EXHIBITS

Exhibit No.     Description                                             Page

4.1             Restated Articles of Organization of Registrant
                (filed as Exhibit 3.1 to the Registration Statement
                No. 333-21977 on Form S-3 and incorporated herein by
                reference)
4.2             By-Laws of Registrant, as amended (filed as
                Exhibit 3.2 to the Registration Statement
                No. 333-21977 on Form S-3 and incorporated herein by
                reference)
4.3             Amendment to Restated Articles of Organization of
                Registrant dated March 4, 1998 (filed as Exhibit 3.1
                to Quarterly Report on Form 10-Q, File No. 0-12102,
                for the quarter ended January 31, 1998 and
                incorporated herein by reference)
4.4             Hadco Corporation 1998 Stock Plan
5.1             Opinion of Testa, Hurwitz & Thibeault, LLP
23.1            Consent of Testa, Hurwitz & Thibeault, LLP (included
                in Exhibit 5.1)
23.2            Consent of Arthur Andersen LLP
24.1            Power of Attorney (included as part of the signature
                page to this Registration Statement)

                                      -10-