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