Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
| | Preliminary proxy statement |_| Confidential, for use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ACADIA NATIONAL HEALTH SYSTEMS, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed: February 20, 1998
ACADIA NATIONAL HEALTH SYSTEMS, INC.
460 MAIN STREET
LEWISTON, MAINE 04240
- ----------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
- ----------------------------------------
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Acadia
National Health Systems, Inc., a Colorado corporation (hereinafter referred to
as "Acadia" or the "Company"), will be held on March 24, 1998 at 10:00 a.m. at
The Ramada Inn, Lewiston, Maine 04240 for the following purposes:
1. To elect three (3) members of the Company's Board of Directors for a
three-year term,
2. To consider and act upon a proposal to amend the Articles of Incorporation
of the Company (the "Articles") to include anti-takeover protective
provisions, high-quorum protective provisions, "poison pill" provisions,
and various other voting provisions with regard to the Company's future
issuance of authorized Preferred and common stock, and,
To consider and act upon a proposal to amend the Articles to authorize
the number of shares of the Company's Series A Convertible Preferred
Stock, par value $.01 per share (the "Series A, Convertible Preferred
Stock"), to 50,000,000 shares,
3. To consider and act upon a proposal to amend the Bylaws of the Company
(the "Bylaws") to adopt additional provisions with respect to the number
of directors, and to adopt additional provisions with respect to the
holding of future annual meetings,
4. To consider and act upon any matters incidental to the foregoing and any
other matters that may properly come before the meeting or any adjournment
or adjournments thereof.
The Board of Directors has fixed the close of business on February
20, 1998 as the record date (the "Record Date") for the determination of
stockholders entitled to notice of and to vote at the meeting and any
adjournment or adjournments thereof.
Page 2
Shareholders of Acadia
February 20, 1998
_________________________
We hope that all stockholders will be able to attend the meeting in
person. In order to assure that a quorum is present at the meeting, please
date, sign and promptly return the enclosed proxy whether or not you expect
to attend the meeting. A postage-paid envelope has been enclosed for your
convenience. If you attend the meeting, your proxy will, at your request, be
returned to you and you may vote your shares in person.
By Order of the Board of Directors
/S/ Jacquelyn J. Magno
Jacquelyn J. Magno
Secretary
Lewiston, Maine
February 20, 1998
1
ACADIA NATIONAL HEALTH SYSTEMS, INC.
460 MAIN STREET
LEWISTON, MAINE 04240
February 20, 1998
---------------
PROXY STATEMENT
---------------
ITEM 1. DATE, TIME AND PLACE INFORMATION
The enclosed proxy is solicited by the Board of Directors (the "Board of
Directors") of Acadia National Health Systems, Inc. (the "Company"), a
Colorado corporation, for use at the Annual Meeting of Stockholders to be
held at The Ramada Inn, Lewiston, Maine 04240, at 10:00 a.m. on March 24,
1998, and at any adjournment or adjournments thereof.
Stockholders of record at the close of business on February 20, 1998 (the
"Record Date") will be entitled to vote at the meeting or any adjournment or
adjournments thereof. On that date, 3,733,987 shares of Common Stock, $.00 par
value per share, of the Company ("Common Stock") were issued and
outstanding. (the Common Stock is referred to as the "Voting Securities").
Each share of Common Stock entitles the holder thereof to one vote with
respect to all matters submitted to stockholders at the meeting.
The presence of the holders of a majority of the issued and outstanding
shares of Common Stock voting as a single class, entitled to vote at the
meeting, either in person or represented by a properly executed proxy, is
necessary to constitute a quorum for the transaction of business at the
meeting.
The Board of Directors knows of no other matter to be presented at the
meeting. If any other matter should be presented at the meeting upon which a
vote may be taken, such shares represented by all proxies received by the
Board of Directors will be voted with respect thereto in accordance with the
judgment of the persons named as attorneys in the proxies. The Board of
Directors knows of no matter to be acted upon at the meeting that would give
rise to appraisal rights for dissenting stockholders.
This Proxy Statement and the accompanying proxy were first mailed to
stockholders on or about February 20, 1998.
2
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At each annual meeting of stockholders, the successors to the Board of
Directors whose terms expire at that meeting are elected for a term of office
to expire at the third succeeding annual meeting after their election and
until their successors have been duly elected by the Company's stockholders.
Directors who are chosen to fill vacancies on the Board shall hold office until
the next election for which those directors were chosen, and until their
successors are duly elected by the stockholders. Officers are elected by and
serve at the discretion of the Board of Directors, subject to their employment
contracts.
Shares represented by all proxies received by the Board of Directors
and not so marked as to withhold authority to vote for an individual, will
be voted (unless one or more nominees are unable or unwilling to serve) FOR
the election of Mr. Paul W. Chute, Ms. Jacquelyn J. Magno and Mr. Mark T.
Thatcher, each to serve until the year 2001 Annual Meeting. The Board of
Directors knows of no reason why any nominee should be unwilling to serve,
but if such should be the case, proxies will be voted for the election of
some other person or for fixing the number of directors at a lesser number.
The following table sets forth the ages of and positions and offices
presently held by each nominee director and the directors of the Company, as
well as the date each individual was first elected a director. For
information about ownership of the Company's Voting Securities by each
nominee director, see "BENEFICIAL OWNERSHIP OF VOTING SECURITIES."
Date First
Became Positions and Offices
Name Age Director With the Company
- ---- --- ----------- ---------------------
Paul W. Chute* 48 8-13-97 Chairman of the Board of Directors
Chief Executive Officer and
Treasurer
Jacquelyn J. Magno* 50 9-26-96 Secretary of the Board of Directors
Vice President and Secretary
Mark T. Thatcher* 33 9-26-97 Member of the Board of Directors
And General Counsel
-------------------------------------
<FN>*Nominees for election at this meeting.
</FN>
3
PROPOSAL NO. 2
RESTATEMENT AND AMENDMENT TO ARTICLES OF INCORPORATION
AUTHORIZING ISSUANCE OF SERIES A CONVERTIBLE PREFERRED STOCK
The Board of Directors seeks authorization of an amendment to the
Articles of Incorporation (the "Articles") of Acadia to authorize the issuance
of fifty million (50,000,000) shares of Series A Convertible Preferred Stock,
and direct that such amendment and restatement of the Articles be submitted to
the stockholders for their approval. Series A Convertible Preferred Stock,
when and if issued, including any additional shares proposed to be authorized,
will not have preemptive or similar rights.
**PLEASE CONTACT THE COMPANY DIRECTLY TO RECEIVE A COPY OF**
**THE PROPOSED AMENDED ARTICLES OF INCORPORATION**
The Board of Directors believes that the authorized number of shares
of Series A Convertible Preferred Stock will provide sufficient shares for
such corporate purposes as may be determined by the Board of Directors to be
necessary and desirable, which may include raising capital through the sale of
Series A Convertible Preferred Stock. The Company has no present commitments,
agreements or undertakings to issue any such shares of Series A Convertible
Preferred Stock, although it evaluates and discusses such transactions with
other parties from time to time. The Board of Directors considers the
authorization of Series A Convertible Preferred Stock advisable to ensure
prompt availability of shares for issuance should the occasion arise.
The issuance of shares of Series A Convertible Preferred Stock could
have the effect of diluting earnings per share and book value per share, which
could adversely affect the Company's existing stockholders. Issuance of
Series A Convertible Preferred Shares, or additional shares of Common Stock,
could be used to make a change of control of the Company more difficult or
costly by diluting the ownership of persons seeking to obtain control of the
Company. The Company is not aware, however, of any pending or threatened
efforts to obtain control of the Company, and the Board of Directors has no
current intention to use the additional shares of Common Stock to impede a
takeover attempt.
The stockholders are being asked to approve the amendment and
restatement of the Articles to authorize the issuance of up to fifty million
(50,000,000) shares of Series A Convertible Preferred Stock. The affirmative
vote of a majority of the Common Stock (Voting Securities) outstanding on the
Record Date is required to approve the amendment and restatement to the
Articles. The Board of Directors recommends that the stockholders vote FOR
the proposed amendment and restatement to the Certificate to authorize the
issuance of Series A Convertible Preferred Stock and the corresponding
provisions set forth therein. Shares represented by all proxies received by
the Board of Directors and not so marked as to withhold authority to vote
in favor of such amendment, will be voted FOR the approval of such amendment.
4
STOCKHOLDER PROPOSALS
In order to be included in proxy material for the fiscal 1997 Annual
Meeting, tentatively scheduled to be held on March 24, 1998, stockholders'
proposed resolutions must be received by the Company on or before March 15,
1998. It is suggested that proponents submit their proposals by certified
mail, return receipt requested, addressed to the Secretary of the Company.
ANNUAL REPORT TO SHAREHOLDERS
The Company is providing to each stockholder, simultaneously with the
mailing of this proxy, without charge, a copy of the Company's annual report,
including the financial statements for the Company's most recent fiscal year
ended September 26, 1997.
ITEM 2. REVOCABILITY OF PROXY
Stockholders may vote in person or by proxy. Execution of a proxy
will not in any way affect a stockholder's right to attend the meeting and
vote in person. A proxy may be revoked at any time before it is exercised by
written notice to the Secretary prior to the meeting, or by giving the
Secretary a duly executed proxy bearing a later date than the proxy being
revoked at any time before such proxy is voted, or by appearing at the meeting
and voting in person. The shares represented by all properly executed proxies
received in time for the meeting will be voted as specified therein. In the
absence of a special choice, shares will be voted in favor of the election of
those persons named in this Proxy Statement as directors and in favor of all
other items set forth herein.
Subject to the terms and conditions set forth herein, all proxies
received by the Company will be effective, notwithstanding any transfer of the
shares to which such proxies relate, unless prior to the meeting the Company
receives a written notice of revocation signed by the person who, as of the
record date, was the registered holder of such shares. The Notice of Revocation
must indicate the certificate number or numbers of the shares to which such
revocation relates and the aggregate number of shares represented by such
certificate(s).
ITEM 3. DISSENTERS' RIGHT OF APPRAISAL
The Board of Directors knows of no other matter to be presented at
the meeting. If any other matter should be presented at the meeting upon
which a vote may be taken, such shares represented by all proxies received by
the Board of Directors will be voted with respect thereto in accordance with
the judgment of the persons named as attorneys in the proxies. The Board of
Directors knows of no matter to be acted upon at the meeting that would give
rise to appraisal rights for dissenting stockholders.
5
ITEM 4. PERSONS MAKING THE SOLICITATION
The enclosed proxy is solicited by the Board of Directors (the "Board of
Directors") of Acadia. The cost of solicitation of proxies will be borne by
the Company. In addition to the solicitation of proxies by mail, officers
and employees of the Company may solicit in person or by telephone. The
Company may reimburse brokers or persons holding stock in their names, or in
the names of their nominees, for their expenses in sending proxies and proxy
material to beneficial owners.
ITEM 5. INTEREST OF CERTAIN PERSONS IN
MATTERS TO BE ACTED UPON
The Company hereby incorporates by reference any of the information
required by this Item, that is contained in the Company's Form 10KSB, Item 13,
filed with the Securities and Exchange Commission on December 24, 1997. In
connection with the transactions described therein, the Company did not secure
an independent determination of the fairness and reasonableness of such
transactions and arrangements with affiliates of the Company. However, in
each instance described below, the directors reviewed and unanimously approved
the fairness and reasonableness of the terms of the transactions. The Company
believes that the transactions described below were fair and reasonable to the
Company on the basis that such transactions were on terms at least as
favorable as could have been obtained from unaffiliated third parties. The
transactions between officers and directors of the Company, on the one hand,
and the Company, on the other, have inherent conflicts of interest.
ITEM 6. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
BENEFICIAL OWNERSHIP OF VOTING SECURITIES
The following table sets forth certain information regarding
beneficial ownership of Common Stock as of September 26, 1997 by (i) each
person known by the Company to own beneficially more than 5% of the
outstanding Common Stock, (ii) each director, and (iii) all executive officers
and directors as a group. Each person has sole voting and sole investment or
dispositive power with respect to the shares shown except as noted.
6
Shares of Acadia
Common Stock to be
Beneficially Owned Percent
Name and as of the 02-20-98 of
Address Record Date Class
Paul W. Chute 710,750 19.03%
301 Peacock Hill Road
New Gloucester, ME 04260
Jacquelyn Magno 710,350 19.02%
460 Main Street
Lewiston, Maine 04240
Mark T. Thatcher 700,000 18.75%
190 Tuckerman Avenue
Middletown, RI 02842
All Directors and 2,181,100 58.41%
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.
7
PRICE RANGE OF COMMON STOCK
The Company's Common Stock has been quoted on the National Association of
Securities Dealers' ("NASD") National Market System Over-the-Counter ("OTC")
Bulletin Board under the trading symbol "ACAD" since the NASD cleared the
Company's Form 211 application, pursuant to Rule 15c2-11(a)(5) of the Exchange
Act and accompanying Information and Disclosure Statement in May of 1997. The
following table sets forth the range of high and low closing prices of the
Company's Common Stock, as reported by the OTC Bulletin Board Market, from
June 26, 1997 through September 26, 1997. The prices set forth below reflect
inter-dealer quotations, without retail markups, markdowns or commissions, and
do not necessarily represent actual transactions.
COMMON STOCK
----------------
1997 FISCAL YEAR: HIGH LOW
----------------
Fourth Quarter (commencing June 28, 1997) $2.500 1.875
The last reported sale price of the Common Stock on September 26, 1997
was $2.375 per share. The number of record holders of the Company's Common
Stock was 362 on September 26, 1997.
Holders of Common Stock are entitled to receive such dividends as may be
declared by the Company's Board of Directors. No dividends on the Common
Stock have been paid by the Company, nor does the Company anticipate that
dividends will be paid in the foreseeable future.
As reflected in the price quotations above, there have not been
significant price fluctuations in the Company's Common Stock. Factors that may
cause or can cause market prices to fluctuate include any purchase or sale of
a significant number of securities during a relatively short time period,
quarterly fluctuations in results of operations, announcements of new
facilities, issuance of additional securities, registration of securities and
entrance of such securities into the public float, market conditions specific
to the Company's industry and market conditions in general. In addition, in
recent years the stock market in general has experienced significant price and
volume fluctuations. These fluctuations, which may be unrelated to the
operating performance of specific companies, have had a substantial effect on
the market price for many small capitalization companies such as the Company.
8
Factors such as those cited above, as well as other factors that may be
unrelated to the operating performance of the Company, may adversely affect
the price of the Common Stock.
During the 1997 fiscal year, the Company filed one registration statement
under the Securities Exchange Act of 1934 (the "Exchange Act"), becoming
effective January 11, 1997, covering 3,733,987 shares of Common Stock.
DIVIDENDS
The Company has not paid any dividends on its Common Stock since
inception and does not anticipate the payment of cash dividends on its Common
Stock in the foreseeable future. It is expected that any earnings which may
be generated from operations will be used to finance the growth of the
Company.
COMPLIANCE WITH SECTION 16(a)
Section 16(a) ("Section 16(a)") of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), requires executive officers and
directors, and persons who beneficially own more than ten percent (10%) of
the Company's Common Stock, to file initial reports on Form 3, reports of
changes in ownership on Form 4 and annual statements of changes in beneficial
ownership on Form 5 with the Securities and Exchange Commission ("SEC") and
any national securities exchange on which the Company's securities are
registered. Executive officers, directors and greater than ten percent (10%)
beneficial owners are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Company and representations from the Company's executive officers and
directors, the Company believes that all Section 16(a) filing requirements
applicable to its executive officers, directors and greater than ten percent
(10%) beneficial owners were complied with for Fiscal 1997.
9
ITEM 7. DIRECTORS AND EXECUTIVE OFFICERS
THE DIRECTORS
The Board of Directors met four (4) times during Fiscal 1997 and also
met informally on a number of occasions, voting on corporate actions by
written consent. All of the Company's directors attended all of the meetings
of the Board of Directors in Fiscal 1997 during the period for which they
were directors.
Background
The principal occupations during the past five years of each of the
Company's directors and nominees are as follows:
Paul W. Chute, President and Chief Operating Officer - brings over 22 years
senior executive experience from Western Maine Health Care Corporation and its
family of organizations and an additional four years from public accounting
firms. Mr. Chute's executive experience includes the design, development and
implementation of nine active corporations where he was responsible for the
finance and operation of over 600 employees and $38 million in sales. He also
directed and participated in key strategic planning activities for the
development of rural health care systems, hospital cooperatives and community
organizations. Mr. Chute played a significant role in major health care
issues by promoting specific legislation through the State of Maine
Legislature. He has also testified in various legislative committees and
sub-committees at the state and national congressional level.
Mr. Chute has extensive experience in developing joint business and partnering
agreements with other standalone health care organizations, creation of new
jointly owned companies and cooperative arrangements where major for-profit
companies participated in health care programs developed and directed by him.
Mr. Chute's experiences bring together a wealth of financial experiences and
knowledge and extensive background in operations and systems development. Mr.
Chute has a Masters Degree in Business, is certified as a Diplomate from the
American College of Healthcare Executives and carries and advanced
certification as Fellow from the Healthcare Financial Management Association.
Jacquelyn J. Magno, Vice President - has been with the Company for 24 years.
She became general manager in 1985. She has been responsible for sales,
operations, provider setup and liaison. Magno keeps the company abreast of
the latest changes in third party policy. She will continue to expand and
develop the waivered foster home billing program, enabling Acadia to market
and promote "waivered billing" services nationally.
10
Mark T. Thatcher, General Counsel - has a substantial background in securities
law, mergers, acquisitions, corporate finance and franchising. He holds
specific expertise in the design and implementation of marketing and business
plans, with strong skills in the evaluation and selection of capital formation
and venture capital opportunities. Mr. Thatcher manages the day-to-day
operations of a corporate securities law firm providing advisory services to
clients in industries such as high tech computer automation, restaurant
franchising, securities trading, oil and gas exploration, sports
management/marketing, travel/hospitality, management implementation support,
financial analysis and planning. Mr. Thatcher has researched, developed and
provided marketing development plans which served as the corporate guidelines
for clients at domestic and international levels of business operations. He
has served as corporate liaison between clients and the Securities and Exchange
Commission, Federal Trade Commission and the Internal Revenue Service. He has
analyzed and authorized complete business plans for clients in various
industries and designed customized marketing programs for the promotion of
client products and services in domestic and international markets resulting
in numerous positive contacts and sales of franchisees for certain clients.
Mr. Thatcher advises clients in the specific areas of advanced securities
planning, corporate acquisitions and mergers, advanced foreign estate
planning, international tax planning, Securities Exchange Act of 1933 and
1934, Blue Sky Law and Rule 144 Sales and Transaction compliance. He has
participated in eight public offerings registered with the Securities and
Exchange Commission and over 20 private offerings also registered with the
Commission.
Mr. Thatcher holds a Jurist Doctorate from the University of Denver and a
Masters Degree in Business from University of Denver.
THE EXECUTIVE OFFICERS
The executive officers of the Company, their ages and positions held
in the Company are as follows:
Name Age Position
Paul W. Chute 48 Chief Executive Officer
Jacquelyn J. Magno 50 Vice President
11
ITEM 8. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
Long Term Compensation
____________________________________________________________________________
Annual Compens Awards Payouts
____________________________________________________________________________
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Rest. All
Name and Annual Stock LTIP Other
Principal Comp. Award(s) Opt. P/outs Comp.
Position Year Salary Bonus($) ($) ($) SARs(#)($) ($)
_____________________________________________________________________________
CEO &
Treasurer
Chute,
Paul W. 1997 56,000.00
(Annualized)
CEO (former)
Hackett,
Thomas N.
(Deceased) 1997 65,000.00
(Annualized)
V.P.
Magno,
Jacquelyn 1997 50,000.00
(Annualized)
1996 50,000.00
1995 49,044.82 13,250.00
(Consulting)
Treasurer
Lebel,
Marise 1997 26,000.00
(Annualized)
1996 26,000.00
1995 27,484.53
12
No employee of the Company receives any additional compensation for his
services as a director. Non-management directors receive no salary for their
services as such, but are entitled to receive reasonable travel or other
out-of- pocket expenses incurred by non-management directors in attending
meetings of the Board of Directors and a fee of $100.00 per meeting attended.
The Company has no retirement, pension or profit sharing program for
the benefit of its directors, officers or other employees other than the
Company's Cafeteria Plan, but the Board of Directors may recommend one or
more such programs for adoption in the future.
Compensation Committee Interlocks and Insider Participation
The Board of Directors will establish a Compensation Committee on
September 1, 1998. Members of the Compensation Committee will be Paul W.
Chute, Jacquelyn J. Magno and two independent Directors of the Company. None
of the executive officers of the Company have served on the Board of Directors
of any other entity that has had any of such entity's officers serve either on
the Company's Board of Directors or future Compensation Committee.
Board Compensation Committee Report on Executive Compensation
On October 15, 1992, the Securities and Exchange Commission adopted
substantial amendments to its disclosure rules relating to executive
compensation. To adequately address and comply with these rules, the Board
of Directors will establish a Compensation Committee (the "Committee") on
September 1, 1998. The Committee will also appoint two independent Directors.
The Committee will be responsible for setting and administering the policies
which govern annual compensation for the Company's executives. Following
review and approval by the Committee of the compensation policies, all issues
pertaining to executive compensation will be submitted to the Board of
Directors for approval.
This report is not incorporated by reference in prior Securities Act
of 1933 and Securities Exchange Act of 1934 filings made by the Company that
might have incorporated future filings in their entirety, except to the extent
that the Company specifically incorporates this information by reference, and
should not be otherwise deemed filed under such Acts.
The Company believes that the primary objectives of the Company's compensation
policies are to attract and retain a management team that can effectively
implement and execute the Company's strategic business plan. These
compensation policies include (i) an overall management compensation program
that is competitive with management compensation programs at companies of
similar size; (ii) short-term bonus incentives for management to meet the
Company's net income performance goals; and (iii) long-term incentive
compensation in the form of stock options and other long-term equity
compensation which will encourage management to continue to focus on
shareholder return.
13
The Company's goal is to use compensation policies to closely align the
interests of the Company with the interests of shareholders so that the
Company's management has incentives to achieve short-term performance goals
while building long-term value for the Company's shareholders. The Company
will review its compensation policies from time to time in order to determine
the reasonableness of the Company's compensation programs and to take into
account factors which are unique to the Company.
ITEM 9. INDEPENDENT PUBLIC ACCOUNTANTS
The Company hereby incorporates by reference any of the information required
by paragraph (d) of this Item, that is contained in the Company's Form 10-KSB,
Item 9, filed with the Securities and Exchange Commission on December 24,
1997.
A representative of Berry, Dunn, McNeil & Parker is expected to be present at
the meeting, and will have the opportunity to make a statement and answer
questions from stockholders.
ITEM 10. COMPENSATION PLANS
No action is to be taken by the Company with respect to any plan pursuant
to which cash or non-cash compensation may be paid or distributed.
ITEM 11. AUTHORIZATION OR ISSUANCE OF SECURITIES
OTHERWISE THAN FOR EXCHANGE
The Board of Directors seeks authorization of an amendment to the
Articles of Incorporation (the "Articles") of Acadia to authorize the issuance
of fifty million (50,000,000) shares of Series A Convertible Preferred Stock,
and direct that such amendment and restatement of the Articles be submitted to
the stockholders for their approval. Series A Convertible Preferred Stock,
when and if issued, including any additional shares proposed to be authorized,
will not have preemptive or similar rights.
The Board of Directors believes that the authorized number of shares
of Series A Convertible Preferred Stock will provide sufficient shares for
such corporate purposes as my be determined by the Board of Directors to be
necessary and desirable, which may include raising capital through the sale of
Series A Convertible Preferred Stock. The Company has no present commitments,
agreements or undertakings to issue any such shares of Series A, Preferred,
although it evaluates and discusses such transactions with other parties from
time to time. The Board of Directors considers the authorization of Series A
Convertible Preferred Stock advisable to ensure prompt availability of shares
for issuance should the occasion arise.
14
The issuance of shares of Series A Convertible Preferred Stock, or
Common Stock, could have the effect of diluting earnings per share and book
value per share, which could adversely affect the Company's existing
stockholders. Issuance of Series A Convertible Preferred Shares, or
additional shares of Common Stock, could be used to make a change of control
of the Company more difficult or costly by diluting the ownership of persons
seeking to obtain control of the Company. The Company is not aware, however,
of any pending or threatened efforts to obtain control of the Company, and
the Board of Directors has no current intention to use the additional shares
of Common Stock to impede a takeover attempt.
The stockholders are being asked to approve the amendment and
restatement of the Articles to authorize the issuance of up to fifty million
(50,000,000) shares of Series A Convertible Preferred Stock. The affirmative
vote of a majority of the Common Stock (Voting Securities) outstanding on the
Record Date is required to approve the amendment and restatement to the
Articles. The Board of Directors recommends that the stockholders vote FOR the
proposed amendment and restatement to the Certificate to authorize the
issuance of Series A Convertible Preferred Stock and the corresponding
provisions set forth therein. Shares represented by all proxies received by
the Board of Directors and not so marked as to withhold authority to vote
in favor such amendment, will be voted FOR the approval of such amendment.
ITEM 12. MODIFICATION OR EXCHANGE OF SECURITIES
No action is to be taken by the Company with respect to the modification of
any class of securities of the Company, or the issuance or authorization for
issuance of securities of the Company in exchange for outstanding securities
of the Company.
ITEM 13. FINANCIAL AND OTHER INFORMATION
The Company hereby incorporates by reference any of the information
required by paragraph (a) of this Item, that is contained in the annual report
to security holders and the Company's Form 10KSB, Item 8, filed with the
Securities and Exchange Commission on December 24, 1997.
15
ITEM 14. MERGERS, CONSOLIDATIONS, ACQUISITIONS
AND SIMILAR MATTERS
No action is to be taken by the Company with respect to any transaction
involving (i) the merger or consolidation of the Company into or with any
other person or of any other person into or with the Company, (ii) the
acquisition by the Company or any of its security holders of securities of
another person, (iii) the acquisition by the Company of any other going
business or of the assets thereof, (iv) the sale or other transfer of all or
any substantial part of the assets of the Company, or (v) the liquidation or
dissolution of the Company.
ITEM 15. ACQUISITION OR DISPOSITION OF PROPERTY
No action is to be taken by the Company with respect to the acquisition
or disposition of any property.
ITEM 16. RESTATEMENT OF ACCOUNTS
No action is to be taken by the Company with respect to the restatement of any
asset, capital, or surplus account of the Company.
ITEM 17. ACTION WITH RESPECT TO REPORTS
No action is to be taken by the Company with respect to any report of the
Company or of its directors, officers, or committees or any minutes of a
meeting of its security holders.
ITEM 18. MATTERS NOT REQUIRED TO BE SUBMITTED
No action is to be taken by the Company with respect to any matter which
is not required to be submitted to a vote of security holders. The management
does not know of any other matters which may come before this meeting.
However, if any other matters are properly presented to the meeting, it is
the intention of the persons named in the accompanying proxy to vote, or
otherwise act, in accordance with their judgment on such matters.
16
ITEM 19. AMENDMENT OF ARTICLES, BYLAWS OR OTHER DOCUMENTS
The Board of Directors seeks authorization of an amendment to the
Articles of Incorporation (the "Articles") of Acadia to authorize the
issuance of fifty million (50,000,000) shares of Series A Convertible
Preferred Stock, and direct that such amendment and restatement of the
Articles be submitted to the stockholders for their approval. Series A
Convertible Preferred Stock, when and if issued, including any additional
shares proposed to be authorized, will not have preemptive or similar rights.
The Board of Directors believes that the authorized number of shares
of Series A Convertible Preferred Stock will provide sufficient shares for
such corporate purposes as may be determined by the Board of Directors to be
necessary and desirable, which may include raising capital through the sale of
Series A Convertible Preferred Stock. The Company has no present commitments,
agreements or undertakings to issue any such shares of Series A, Preferred,
although it evaluates and discusses such transactions with other parties from
time to time. The Board of Directors considers the authorization of Series A
Convertible Preferred Stock advisable to ensure prompt availability of shares
for issuance should the occasion arise.
The issuance of shares of Series A Convertible Preferred Stock could
have the effect of diluting earnings per share and book value per share, which
could adversely affect the Company's existing stockholders. Issuance of
Series A Convertible Preferred Shares, or additional shares of Common Stock,
could be used to make a change of control of the Company more difficult or
costly by diluting the ownership of persons seeking to obtain control of the
Company. The Company is not aware, however, of any pending or threatened
efforts to obtain control of the Company, and the Board of Directors has no
current intention to use the additional shares of Common Stock to impede a
takeover attempt.
The stockholders are being asked to approve the amendment and
restatement of the Articles to authorize the issuance of up to fifty million
(50,000,000) shares of Series A Convertible Preferred Stock. The affirmative
vote of a majority of the Common Stock (Voting Securities) outstanding on the
Record Date is required to approve the amendment and restatement to the
Articles. The Board of Directors recommends that the stockholders vote FOR the
proposed amendment and restatement to the Certificate to authorize the
issuance of Series A Convertible Preferred Stock and the corresponding
provisions set forth therein. Shares represented by all proxies received by
the Board of Directors and not so marked as to withhold authority to vote in
favor of such amendment, will be voted FOR the approval of such amendment.
17
ITEM 20. OTHER PROPOSED ACTION
No action is to be taken by the Company on any matter not specifically
referred to in this Schedule 14A.
ITEM 21. VOTING PROCEDURES
The Board of Directors has fixed February 20, 1998, as the record date
for the determination of stockholders entitled to vote at the meeting. At the
close of business on that date there were outstanding and entitled to vote
3,733,987 shares of Common Stock.
The election of directors, the proposal to amend and restate the Articles
of Incorporation and the proposal to amend and the Bylaws will require the
vote of a majority of all outstanding Common Stock (Voting Securities), for
passage. Abstentions and broker non-votes (which result when a broker holding
shares for a beneficial holder has not received timely instructions on certain
matters from such beneficial holder and the broker does not have discretionary
voting power on such matters) are counted for purposes of determining the
presence or absence of a quorum at the meeting. Abstentions are counted in
tabulation of the votes cast on proposals presented to stockholders, whereas
broker non-votes are not counted for purposes of determining whether a
proposal has been approved.
The directors and officers of the Company as a group own or may be deemed
to control 2,181,100 shares of Common Stock, constituting approximately 58.41%
of the outstanding shares of Common Stock, voting as a single class, of the
Company. Each of the directors, nominated directors and officers has
indicated his or her intent to vote all shares of Voting Securities owned by
him or her in favor of each item set forth herein.
ITEM 22. INFORMATION REQUIRED IN
INVESTMENT COMPANY PROXY STATEMENT
Not applicable
18
By Order of the Board of Directors
Jacquelyn J. Magno
Secretary
Lewiston, Maine
February 20, 1998
MANAGEMENT HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING. WHETHER OR NOT
YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN, AND RETURN THE
ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSE WILL GREATLY
FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION WILL BE
APPRECIATED. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR STOCK
PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.
19
ACADIA NATIONAL HEALTH SYSTEMS, INC.
Dear Shareholder:
Please take note of the important information enclosed with this Proxy Ballot.
There are a number of issues related to the management and operation of your
Company that require your immediate attention and approval. These are
discussed in detail in the proxy materials that have been sent to
stockholders.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders, on
March 15, 1998.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Acadia National Health Systems, Inc.
20
ACADIA NATIONAL HEALTH SYSTEMS, INC.
460 MAIN STREET
LEWISTON, MAINE 04240
Annual Meeting of Stockholders, on March 24, 1998
The undersigned hereby appoints Paul W. Chute, Jacquelyn J. Magno and Margaret
M. Heath, and each or either of them, with full power of substitution, as
proxies and attorneys to vote for and on behalf of the undersigned at the
Annual Meeting of Stockholders of Acadia National Health Systems, Inc. (the
"Company"), to be held March 24, 1998, at The Ramada Inn, Lewiston, ME 04240
and at any adjournment thereof, in respect of all shares of Common Stock, par
value $.00 per share (the "Common Stock") of the Company with respect to which
the undersigned would be entitled to vote and act if personally present.
The undersigned hereby acknowledges receipt of the Notice of the Meeting and
the accompanying Proxy Statement and hereby directs said proxies, or their
substitutes, to vote and act on the following matters set forth in such
Notice and Proxy Statement as specified by the undersigned. You may revoke
this Proxy by submitting a proxy bearing a latter date or by voting in person
if you attend the meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF ACADIA NATIONAL HEALTH
SYSTEMS, INC. AND WILL BE VOTED AS DIRECTED, IF NO CHOICE IS INDICATED, IT
WILL BE VOTED "FOR" ALL ITEMS AND IN THE DISCRETION OF THE PROXIES AS TO ANY
OTHER MATTER WHICH MAY PROPERLY COME BEFORE THIS MEETING.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND
RETURN PROMPTLY IN ENCLOSED, PRE-ADDRESSED ENVELOPE
21
Please sign this proxy exactly as your name appears on the address label
affixed to the envelope you received from Acadia containing this proxy
material. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, this signature
should be that of an authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED?
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- -------------------------------------------------------------
DO YOU HAVE ANY COMMENTS?
________________________________________________________________________________
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22
PROXY CARD
X PLEASE MARK VOTES
AS IN THIS EXAMPLE
For Against Withhold
1 Electing the director nominees
listed below for three (3) year term. ___ ___ ___
Paul W. Chute ___ ___ ___
Jacquelyn J. Magno ___ ___ ___
Mark T. Thatcher ___ ___ ___
2 Approval of amendment and For Against Abstain
restatement to Company's
articles of incorporation
authorizing protective
provisions and the issuance
of 50,000,000 shares of
Series A, Convertible
Preferred Stock ___ ___ ___
3 Approval of amendment and For Against Abstain
restatement to Company's
bylaws and approved minutes
authorizing a maximum number
of nine (9) directors ___ ___ ___
4 In their discretion, such other
matters as may properly come
before the meeting or any
adjournment thereof. ___ ___ ___
23
RECORD DATE SHARES:
Common Stock __________
Please be sure to sign and date this Proxy. Date __________
Shareholder sign here _______________________
Co-owner sign here _______________________
Mark box at right if comments or address
change have been noted on the reverse of
this card. __________
24
EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
The following documents are filed herewith or have been included as
exhibits to previous filings with the Commission and are incorporated herein
by this reference:
EXHIBIT NO. DOCUMENT
* 2 Assets Purchase Agreement between Acadia
National Health Systems, Inc. and Physician
Resources, Inc., dated September 27, 1996;
x 3.1 Articles of Incorporation of the Company, as amended;
x 3.2 Bylaws of the Company;
* 4.1 Instruments Defining Rights of Security Holders/
Minutes of Annual/Special Meetings of the Company;
* 4.2 Loan Agreements Secured by Demand Notes/Promissory
Notes, Defining Rights of Holders of Long Term Debt;
* 10.1 Software License Master Agreement;
* 10.2 Lease of Premises, Acadia Corporate Headquarters,
460 Main Street, Lewiston, Maine 04240 (Assignment);
* 10.4 Internal Revenue Code Section 125 Cafeteria Plan
dated June 1, 1996;
* 10.5 Line of Credit Memorandum dated September 8, 1995
with PEOPLE'S HERITAGE BANK in the amount of
$250,000.00;
* 10.6 Line of Credit Memorandum dated July 29, 1996 with
PEOPLE'S HERITAGE BANK in the amount of
$100,000.00;
25
EXHIBIT NO. DOCUMENT
### 10.7 Common Stock Purchase Agreement for 156,000 shares of
common stock of Acadia National Health Systems, Inc.
### 10.8 Assignment Separate from Certificate and Irrevocable
Stock Power for 156,000 shares of common stock of
Acadia National Health Systems, Inc.
### 10.9 Opinion of Counsel with respect to transfer of
156,000 shares of common stock of Acadia National
Health Systems, Inc.
### 10.10Common Stock Purchase Agreement for 2,326,000
shares of common stock of Acadia National Health
Systems, Inc.
### 10.11Assignment Separate from Certificate and Irrevocable
Stock Power for 2,326,000 shares of common stock of
Acadia National Health Systems, Inc.
### 10.12Opinion of Counsel with respect to transfer of
2,326,000 shares of common stock of Acadia National
Health Systems, Inc.
## 16.1 Baker Newman & Noyes' Letter dated August 18, 1997
in response to Item 4(a)(i), Item 4(a)(ii) and
Item 4(a)(iii) of this Form 8-KA.
### 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)
26
x 23.1 Consent of Counsel
x 23.2 Consent of Berry, Dunn, McNeil & Parker, independent
certified public accountants for the Company.
x 27 Financial Data Schedule
# 99.1 Text of Press Release dated July 31, 1997
- ------------------------
x Filed herewith.
* Incorporated by reference from the issuer's Registration Statement on
Form 10SB12G (S.E.C. File No. 000-1026491) as declared effective on
January 11, 1997.
# Incorporated by reference from the Issuer's Form 8-KA for event date
of July 31, 1997.
## Incorporated by reference from the Issuer's Form 8-KA for event date
of August 8 and August 20, 1997.
###Incorporated by reference from the Issuer's Form 8-K for event date
of August 13, 1997.
REPORTS ON FORM 8-K
The Company filed the following reports on Form 8-K during the last quarter of
the 1997 fiscal year.
8-KA, July 31, 1997, Item 5, Other Events
8-KA, August 20, 1997, Item 4, Changes in Registrant's Certifying Accountant,
Item 5, Other Events, Exhibit 16.1, Baker Newman & Noyes' letter dated August
18, 197 in response to Item 4(a)(i), Item 4(a)(ii) and Item 4(a)(iii) of this
Form 8-KA., and Exhibit 99.1 text of press release.
8-K, August 8, 1997, Item 4, Changes in Registrant's Certifying Accountant,
Item 5, Other Events and Exhibit 99.1, Text of press release dated July 31,
1997.
8-K, August 13, 1997, Item 1, Changes in Control of Registrant and Item
5, Other Events.
27
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ACADIA NATIONAL HEALTH SYSTEMS, INC.
By: /s/ Paul W. Chute
Paul W. Chute,
Chairman of the Board and President
Date: February 20, 1998
In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------ ------------------------ -----------------
/s/ Paul W. Chute Chairman of the Board, February 20, 1998
President (Principal
Executive Officer) and
Treasurer
/s/ Jacquelyn J. Magno Vice President and February 20, 1998
Secretary
/s/ Mark T. Thatcher, Esq. Director February 20, 1998