SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 13, 1997 ACADIA NATIONAL HEALTH SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) COLORADO (State or Other Jurisdiction of Incorporation) 0-28976 010509781 (Commission File Number) (I.R.S. Employer Identification Number) 460 Main Street, Lewiston, Maine 04240 (Address of Principal Executive Offices) (Zip Code) (207) 777-3423 (Registrant's Telephone Number, Including Area Code) INFORMATION INCLUDED IN THIS REPORT ITEM 1 CHANGES IN CONTROL OF REGISTRANT (a) On Tuesday, July 29, 1997, Paul W. Chute, Chief Executive Officer and Chairman of the Board of Directors, and Jacquelyn J. Magno, Vice President and Secretary of the Board of Directors, collectively purchased a controlling interest in the Registrant from Peacock Hill Farm Limited Liability Company and the Estate of Thomas N. Hackett, as a result of the death of Thomas N. Hackett on May 25, 1997. The change in control is documented as follows: July 29, 1997 Names of Persons Who Acquired Control: Paul W. Chute RFD #1, Box 2740 Buckfield, ME 04220 Jacquelyn J. Magno 124 Fairway Drive Auburn, ME 04210 Amount of Consideration Used by Such Persons: $ Amount Source Paul W. Chute $203,945.32 Personal Funds Jacquelyn J. Magno $196,054.68 Personal Funds Basis of the Control: Peacock Hill Farm Limited Liability Company (Elaine H. Hackett, Direct Ownership and Sole Voting Authority) Previously Owned Sold to Paul W. Chute Sold to Jacquelyn J. Magno 2,509,000 Shares (67.2%) of Class 1,235,687 Shares (33.1%) 1,090,313 Shares (29.2%) Estate of Thomas N. Hackett (Elaine H. Hackett, Personal Representative) Previously Owned Sold to Paul W. Chute Sold to Jacquelyn J. Magno 156,000 Shares (4.4%) of Class 82,875 Shares (2.2%) 73,125 Shares (2.0%) _______________________________________________________________________________ _______________________________________________________________________________ The change in control took place on Tuesday, July 29, 1997 at Skelton, Taintor & Abbott, P.A., 95 Main Street, Auburn, Maine, 04210. The mailing address of the Estate of Thomas N. Hackett is C/O Bryan M. Dench, Esq., Skelton, Taintor & Abbott, P.A., 95 Main Street, Auburn, Maine 04212-3200 ("The Estate"). The mailing address of Peacock Hill Farm Limited Liability Company is C/O Bryan M. Dench, Esq., Skelton, Taintor & Abbott, P.A., 95 Main Street, Auburn, Maine 04212-3200 ("The LLC"). The mailing address of Paul W. Chute is C/O Acadia National Health Systems, Inc., 460 Main Street, Lewiston, Maine 04240 ("Chute"). The mailing address of Jacquelyn J. Magno is C/O Acadia National Health Systems, Inc., 460 Main Street, Lewiston, Maine 04240 ("Magno"). Elaine H. Hackett, Personal Representative of the Estate of Thomas N. Hackett and Sole Managing Member of Peacock Hill Farm Limited Liability Company ("Seller") sold to Paul W. Chute, Chairman of the Board of Directors and Chief Executive Officer of the Registrant and Jacquelyn J. Magno, Vice President and Secretary of the Board of Directors of the Registrant (collectively "Purchaser") certain control stock interests held by Seller in Acadia National Health Systems, Inc. as follows: One hundred fifty-six thousand (156,000) shares of Acadia common stock, no par value; Two million three hundred twenty-six thousand (2,326,000) shares of Acadia common stock, no par value. The allocation of the aggregate purchase price will be payable as follows: $ Amount Received $ Amount Paid ESTATE OF THOMAS N. HACKETT $ 281,685.13 ------------- PEACOCK HILL FARM LIMITED LIABILITY COMPANY $ 118,314.87 ------------- PAUL W. CHUTE -------------- $ 203,945.32 JACQUELYN J. MAGNO -------------- $ 196,054.68 Total $ 400,000.00 $ 400,000.00 ============== ============= The purchase and sale of the stock interests took place at the offices of Skelton, Taintor and Abbott, P.A. 95 Main Street, P.O. Box 3200, Auburn, Maine 04212-3200, at 2:00 p.m. on July 29, 1997. Instructions: 2. The Registrant has released the Estate of Thomas N. Hackett and Peacock Hill Farm Limited Liability Company from liability in connection with Thomas N. Hackett's (decedent of Estate) personal guaranty of lines of credit and a term loan existing between the Registrant and Peoples Heritage Bank whose address is 217 Main Street, Lewiston, Maine 04240. The newly approved Lender of the Registrant, Northeast Bank, FSB, whose address is 232 Center Street, Auburn, Maine 04210, extended lines of credit to the Registrant. These new lines allowed for the release of the lines of credit and term loan extended by Peoples Heritage Bank that were personally guaranteed by Mr. Hackett. Indemnification Agreement. Mark T. Thatcher, Esq. ("Thatcher"), independent counsel to the Registrant, whose business address is Mark T. Thatcher, P.C., 360 Thames Street, Newport, RI 02840, and Christopher O. Werner ("Werner"), advisor to the Registrant, whose business address is 360 Thames Street, Newport, RI 02840, personally indemnified and held harmless the Estate and LLC from liability that could arise in connection with Acadia's status as a fully reporting company under the Securities Exchange Act of 1934 (the "Exchange Act"). The Registrant caused Mr. Thatcher and Mr. Werner to execute and deliver agreements to the Personal Representative of the Estate regarding such restrictions in form and substance satisfactory to the Representative. (b) Beneficial Ownership. PRINCIPAL STOCKHOLDERS The following table sets forth the beneficial ownership of the ownership of Acadia's outstanding common stock on August 13, 1997 by (i) each director and executive officer of Acadia, (ii) all directors and executive officers of Acadia as a group, and (iii) each shareholder who was known by the Company to be the beneficial owner of more than five percent (5%) of the outstanding shares of Acadia: Shares of Acadia Common Stock to be Beneficially Owned Percent Name and as of the Distrib. of Address Record Date Class Paul W. Chute, CEO 1,318,562 35.3% 460 Main Street Lewiston, ME 04240 Jacquelyn J. Magno 1,263,438 33.8% 460 Main Street Lewiston, ME 04240 Physician Resources, Inc. 300,000 8.0% 460 Main Street Lewiston, ME 04240 Marise and Philip Lebel 14,000 0.4% 460 Main Street Lewiston, Maine 04240 All Directors and 2,596,000 69.5% Executive Officers As a Group Management of Acadia has advised that they may acquire additional shares of Acadia Common Stock from time to time in the open market at prices prevailing at the time of such purchases. ITEMS 2 THROUGH 4, 6 THROUGH 9 NOT APPLICABLE. ITEM 5. OTHER EVENTS. (i) Reference is made to the press release issued to the public by the Registrant on July 31, 1997, the text of which is attached hereto as Exhibit 99.1, for a description of the events reported pursuant to this Form 8-K. SIGNATURES 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. ACADIA NATIONAL HEALTH SYSTEMS, INC. Mark T. Thatcher DATE: August 13, 1997 By: /s/ Mark T. Thatcher Name: Mark T. Thatcher Title: Filing Agent INDEX TO EXHIBITS Exhibit Description 10.1--Common Stock Purchase Agreement for 156,000 shares of common stock of Acadia National Health Systems, Inc. 10.2--Assignment Separate from Certificate and Irrevocable Stock Power for 156,000 shares of common stock of Acadia National Health Systems, Inc. 10.3--Opinion of Counsel with respect to transfer of 156,000 shares of common stock of Acadia National Health Systems, Inc. 10.4--Common Stock Purchase Agreement for 2,326,000 shares of common stock of Acadia National Health Systems, Inc. 10.5--Assignment Separate from Certificate and Irrevocable Stock Power for 2,326,000 shares of common stock of Acadia National Health Systems, Inc. 10.6--Opinion of Counsel with respect to transfer of 2,326,000 shares of common stock of Acadia National Health Systems, Inc. 20.1--Board of Director's Resolution authorizing new lines of credit and a term loan in connection with canceling personal guaranty and debts of Thomas N. Hackett, founder of the Registrant. 20.2--Opinion of Borrower's Counsel 20.3--Indemnification Agreement (Estate of Thomas N. Hackett) 20.4--Indemnification Agreement (Peacock Hill Farm Limited Liability Company) 99.1--Text of press release dated July 31, 1997