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: September 23, 1998
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)
95 Park 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
Not Applicable
ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS
(a) On September 8, 1998, the Registrant entered into a Contract for Sale of
Assets agreement with Northeast Medical Business Group, Inc., a New Hampshire
corporation (hereinafter referred to as "Northeast" or "Company") and Frank
and Martha DeJohn, sole shareholders of the Company, to acquire selected
assets and a limited list of liabilities of the Company. The Registrant
acquired all accounts receivables, furniture & equipment, computer hardware
and operating systems as well as all software licenses along with various
inventories an prepaid assets. In consideration, the Registrant paid a
combination of $300,000 in cash and selected bank, lease and trade debt
assumption, along with one hundred thousand (100,000) shares of the
Registrant's common stock valued at $1.12 per share. A portion of the cash
used in the acquisition was supplied by a five (5) year term loan for $200,000
at variable market rates obtained from Northeast Bank FSB, Auburn, Maine 04211
(no relationship with acquisition).
(b) All assets acquired were owned by or under lease to Northeast Medical
Business Group, Inc., and will continue to be used in the operations of
medical billing, accounts receivable management and medical practice
management.
ITEMS 3 THROUGH 4, 6 AND THROUGH 9 NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
(i) Reference is made to the press release issued to the public by the
Registrant on September 9, 1998, the text of which is attached hereto as
Exhibit 99.1, for a description of the events reported pursuant to this
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
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As of the date of the filing of this Current Report
on Form 8-K, it is impracticable for the Registrant
to provide the financial statements required by this
Item 7(a). In accordance with Item 7(a)(4) of Form
8-K, such financial statements will be filed by
amendment to this Form 8-K no later than 60 days
after September 23, 1998.
(b) Pro Forma Financial Information.
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As of the date of the filing of this Current Report
on Form 8-K, it is impracticable for the Registrant
to provide the pro forma financial required by this
Item 7(b). In accordance with Item 7(b) of Form 8-K,
such financial statements will be filed by amendment
to this Form 8-K no later than 60 days after September
23, 1998.
(c) Exhibits
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See Index to Exhibits
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: September 23, 1998 By: /s/ Mark T. Thatcher
Name: Mark T. Thatcher
Title: Filing Agent
INDEX TO EXHIBITS
Exhibit Description:
2.1--Contract for Sale of Assets of Northeast Medical Business Group to
Acadia National Health Systems, Inc., dated September 8, 1998;
2.2--Non-Competition, Confidentiality and Non-Solicitation Agreement
between Frank and Martha DeJohn and Acadia National Health Systems, Inc.,
dated September 8, 1998;
5.1--Opinion on Legality of Securities Being Issued to Frank and Martha
DeJohn;
10.1--Board of Directors' Resolution Authorizing Increase of Outstanding
Shares in connection with the issuance of 100,000 shares of common
stock of Acadia National Health Systems, Inc., to Frank and Martha
DeJohn, in joint tenancy w/ right of survivorship;
10.2--Opinion of Counsel with respect to issuance of 100,000 shares of
common stock of Acadia National Health Systems, Inc. to Frank and
Martha DeJohn;
20.1--Board of Director's Resolutions authorizing a term loan in connection
with purchase of selected assets of Northeast Medical Business Group,
Inc. by Acadia National Health Systems, Inc;
20.2--Opinion of Borrower's Counsel;
99.1--Text of press release dated September 9, 1998.