SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 1997 PHC, Inc. (Exact Name of Registrant as Specified in its Charter) Massachusetts (State of Incorporation or Organization) 0-23524 04-260571 (Commission File Number) (I.R.S. Employer Identification No.) 200 Lake Street, Suite 102, Peabody, Massachusetts 01960 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (978) 536-2777 Item 5. Other Events. On September 28, 1997, the Class C Common Stock of PHC, Inc. (the "Company") was automatically canceled and retired. The Company's Articles of Organization and prospectus of March, 1994 provided that the Class C Common Stock would have been converted into Class B Common Stock if the Company had met an earnings target of $4.0 million in net profits after taxes for the fiscal year ending 1997. If the Company did not meet this earnings target, the Class C Common Stock would be retired on the 90th day after the end of the June 30, 1997 fiscal year. Because the Company did not meet this earnings target, the Class C Common Stock was canceled and retired on September 28, 1997. 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 hereunto duly authorized. PHC, INC Date: By: _____________________ Bruce A. Shear President DS1.366562.1