UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement
Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|X| Preliminary information statement |_| Confidential, for use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
| | Definitive information 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 Information 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: October 18, 1999
By Order of the Board of Directors
Paul W. Chute
Secretary
Auburn, Maine
October 18, 1999
MANAGEMENT HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING. YOUR COOPERATION
WILL BE APPRECIATED. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR STOCK
PERSONALLY, OTHERWISE YOUR VOTE WILL NOT BE COUNTED.
ACADIA NATIONAL HEALTH SYSTEMS, INC.
Dear Shareholder:
Please take note of the important information enclosed with this Information
Statement. 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 materials that have been sent
to stockholders.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares by attending the meeting on November 19.
Your vote must be cast at the Annual and Special Meeting of Stockholders, on
November 19, 1999.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Acadia National Health Systems, Inc.
PRELIMINARY COPY
ACADIA NATIONAL HEALTH SYSTEMS, INC.
415 RODMAN ROAD
AUBURN, MAINE 04210
----------------------------------------------------
NOTICE OF ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS
----------------------------------------------------
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that an Annual and Special Meeting (the "Meeting") of
Stockholders of Acadia National Health Systems, Inc., a Colorado corporation
(hereinafter referred to as "Acadia", "Parent Corporation" or the "Company"),
will be held on November 19, 1999 at 9:00 a.m. at the Company headquarters
located at 415 Rodman Road, Auburn, Maine for the following purposes:
(i) To approve a proposed name change from Acadia National Health Systems,
Inc,. to "MedLecture.com, Inc." ("Name Change");
(ii) To approve a Plan of Merger (the "Merger"), pursuant to Section 7-111-101
through 7-111-108 of the Colorado Business Corporation Act ("CBCA"),
whereby MedLecture.com, a Maine corporation (hereinafter referred to as
"Disappearing Corporation" or "MED"), will be merged into
WorldLecture.com, Inc., a wholly-owned subsidiary of Acadia (hereinafter
referred to as "Surviving Corporation" or "WORLD"); and whereby Acadia
will issue shares of its common stock, on a pro rata basis, to the
shareholders of MED, equal in the number to the number of shares of
common stock outstanding immediately prior to the Merger plus un-issued
shares under option or shares not yet issued but designated for use under
a stock bonus plan, stock option plan, employment agreement, or other
similar contractual arrangement;
(iii)To elect five (5) members to the Company's Board of Directors for a
three-year term, as more fully described in the Company's Restated and
Amended Articles of Incorporation and Bylaws;
(iv) To approve a Simple Incentive Stock Bonus Plan for officers, managers and
key employees;
(v) To approve a Restricted Stock Option Plan for employees, officers,
consultants and directors;
(vi) To approve the Restated and Amended Articles of Incorporation and Bylaws
reflecting the Name Change and eradication of "Shark Repellant" provisions
set forth at Article __; and
(vii)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.
Only stockholders of record at the close of business on October 15, 1999 (the
"Record Date") will be entitled to notice of and to vote at the Meeting. The
stock transfer books of the Company will be closed as of said Record Date
until the effective date of the Merger, or until December 1, 1999, whichever
is the first to occur. As of the Record Date, the Company had outstanding
5,013,987 shares of common stock entitled to one vote per share. The
affirmative vote of the holders of a majority of the Company's outstanding
common stock is required to approve the Name Change, Merger, Election of Board
Members, Simple Incentive Stock Option Plan, Restricted Stock Option Plan and
Restatement and Amendments to the Articles of Incorporation and Bylaws
(hereinafter collectively referred to as the "Proposals").
Certain officers, directors and affiliates of the Company own in excess of
50.00% of the outstanding common stock of the Company and have advised the
Company that they intend to vote in favor of the Proposals. Consequently, the
Proposals will be approved at the Meeting of stockholders regardless of
whether other stockholders vote in favor of or against the Proposals.
Article 7-113-101 through 7-113-302 of the CBCA provides for Dissenter's
Rights. Provided any Acadia shareholder elects to exercise their Dissenter's
Rights in accordance with Article 7-113-204, said shareholder of Acadia will
be paid the fair value thereof as determined by the Board of Directors.
The Board of Directors has determined the fair value of each share of capital
stock to be $.12 per share. The determination of the per share fair value was
computed by reference to the book value of the capital stock of the Company
as of September 30, 1999.
Upon the approval of the Proposals, WORLD and MED will immediately file
appropriate Articles of Merger, in accordance with Colorado and Maine law, to
effect the change in the issued and outstanding common stock of Acadia. The
Merger will become effective upon the filing of such Articles and without any
further action being required by the Company, WORLD or MED.
In order to obtain the fair market value payment for Acadia shares, a
stockholder must mail or deliver their intention as of the Record Date, and
being subject to Merger, to the following address:
The Board of Directors
Acadia National Health Systems, Inc.
415 Rodman Road
Auburn, Maine 04210
The Board of Directors of the Company believe that the Merger will be in the
best interest of Acadia stockholders. However, stockholders are entitled to
assert the above stated Dissenter's Rights (fair market value of $.12 per
share) within ten (10) business days as a result of this transaction as
explained in Section 7-111 of the CBCA.
We are not asking you for a proxy in conjunction with this Meeting, but you
are urged to attend the Meeting to vote your shares in person.
If there are any questions or you require further information with respect to
the Meeting and the Proposals contemplated thereby, please call Mark T.
Thatcher, Esq., Nadeau & Simmons, PC, 1250 Turks Head Building, Providence,
RI 02903, special counsel to the Company at (401) 272-5800.
By Order of the Board of Directors
/S/ Paul W. Chute
PAUL W. CHUTE
Chairman
Auburn, Maine
October __, 1999
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__________________________________________
INFORMATION STATEMENT
ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS
To be held November 19, 1999
__________________________________________
ACADIA NATIONAL HEALTH SYSTEMS, INC.
415 RODMAN ROAD
AUBURN, MAINE 04210
October __, 1999
GENERAL INFORMATION
This Information Statement is furnished in connection with an Annual and
Special Meeting of Stockholders called by the Board of Directors (the "Board")
of Acadia National Health Systems, Inc. ("Acadia"), to be held at 415 Rodman
Road, Auburn, Maine 04210, at 9:00 a.m. local time, and at any and all
postponements, continuations or adjournments thereof (collectively the
"Meeting"). This Information Statement and the accompanying Notice of Annual
and Special Meeting will be first mailed or given to Acadia's stockholders on
or about November 5, 1999.
All shares of Acadia's common stock ("Common Stock"), represented in person
will be eligible to be voted at the Meeting.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
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ITEM 1. DATE, TIME AND PLACE INFORMATION
The enclosed information statement is solicited by the Board of Acadia for use
at the Annual and Special Meeting of Stockholders to be held at the Company's
headquarters at 415 Rodman Road, Auburn, Maine 04210, at 9:00 a.m. on
November 19, 1999, and at any adjournment or adjournments thereof.
Stockholders of record at the close of business on October 15, 1999 (the
"Record Date") will be entitled to vote at the meeting or any adjournment or
adjournments thereof. On that date, 5,013,987 shares of Common Stock, no par
value, 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 is
necessary to constitute a quorum for the transaction of business at the
meeting.
BACKGROUND INFORMATION
On November 19, 1999, the Company will enter into a Plan of Merger (the
"Plan") whereby MedLecture.com, Inc., a Maine corporation (hereinafter
referred to as "Disappearing Corporation" or "MED"), will be merged into
WorldLecture.com, a wholly-owned subsidiary of the Company (hereinafter
referred to as "Surviving Corporation" or "WORLD"); and whereby the Company
will issue shares of its common stock, on a pro rata basis, to the
shareholders of MED, equal in the number to the number of shares of common
stock outstanding immediately prior to the Merger plus un-issued shares under
option or shares not yet issued but designated for use under a stock bonus
plan, stock option plan, employment agreement, or other similar contractual
arrangement.
The Plan contemplates a series of transactions which will result in a change
of control of the Company. The transactions include:
(i) a Plan of Merger (the "Merger"), pursuant to Section 7-111-101 through
7-111-108 of the Colorado Business Corporation Act ("CBCA") and Section
901 and 906 of Title 13-A of the Maine Revised Statutes Annotated,
whereby MED will be merged into WORLD; and whereby Acadia will issue
shares of its common stock, on a pro rata basis, to the shareholders of
MED, equal in the number to the number of shares of common stock
outstanding immediately prior to the Merger plus un-issued shares under
option or shares not yet issued but designated for use under a stock
bonus plan, stock option plan, employment agreement, or other similar
contractual arrangement;
3
(ii) the election of five (5) members to the Company's Board of Directors for
a three-year term, as more fully described in the Company's Restated and
Amended Articles of Incorporation and Bylaws; and
(iii) the Restatement and Amendment of Articles of Incorporation and Bylaws of
the Company reflecting the Name Change and eradication of "Shark
Repellant" provisions set forth at Article __.
In conjunction with completion of the transactions contemplated by the Plan,
the current directors and officers of the Company will join the in-coming
directors of MED, and will appoint successors as designated by the Restated
and Amended Articles of Incorporation.
The Plan was approved by the Company's Board of Directors and will be approved
by the Company's stockholders prior to closing thereunder.
Following closing under the Plan, the Company's business activities are
expected to be conducted through WORLD and an additional wholly-owned
subsidiary to be named "Acadia National Health Systems, Inc". Although the
Company expects to adopt the assumed name of "MedLecture.com, Inc." prior to
closing, the Plan requires the Company to take the steps necessary to restate
and amend its Articles of Incorporation in order to formally change its
corporate name to "MedLecture.com, Inc."
PROPOSAL ONE
AMENDMENT TO ARTICLES OF INCORPORATION
The Board of Directors has unanimously approved, and recommends for
shareholder approval, the restatement and amendment of the Company's Articles
of Incorporation in order to change the Company's name to "MedLecture.com,
Inc." and eradicate the "Shark Repellant" provisions of Article __. Approval
of the restatement and amendment will not result in any other material
amendment or change to the Company's Articles of Incorporation. The
restatement and amendment is proposed in conjunction with the anticipated
closing under the Plan between the Company, WORLD and MED.
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PROPOSAL TWO
APPROVAL OF THE PLAN OF MERGER
The Board of Directors has unanimously approved, and recommends for
shareholder approval, a Plan of Merger (the "Merger"), pursuant to Section
7-111-101 through 7-111-108 of the Colorado Business Corporation Act ("CBCA")
and Section 901 and 906 of Title 13-A of the Maine Revised Statutes Annotated,
whereby MED will be merged into WORLD and whereby Acadia will issue shares of
its common stock, on a pro rata basis, to the shareholders of MED, equal in
the number to the number of shares of common stock outstanding immediately
prior to the Merger plus un-issued shares under option or shares not yet
issued but designated for use under a stock bonus plan, stock option plan,
employment agreement, or other similar contractual arrangement.
PROPOSAL NO. 3
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.
The following table sets forth the ages of and positions and offices
presently held by each nominee director 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
- ---------------------- ---- ------------- ---------------------
John L. Crispin, M.D.* 42 June 11, 1998 None
Emile L. Clavet*
Warren Mackerson
Thomas Callianbro
Douglas Farrago, M.D.*
- -------------------------------------------
<FN>*Nominees for election at this meeting.
</FN>
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PROPOSAL NO. 4
SIMPLE INCENTIVE STOCK BONUS PLAN
The purpose of this Simple Incentive Stock Bonus Plan ("SISBP") is to further
the interests of the Company by providing incentives for officers, managers,
department heads and other key employees of the Company who may be designated
for participation in the Plan and to provide additional means of attracting
and retaining competent personnel.
Under this SISBP, the Company may from time to time grant bonuses to key
employees of the Company entitling the holders thereof to receive shares of
the Company's authorized and unissued Common Stock up to an aggregate of two
hundred thousand (200,000) shares.
If any bonus granted under the Simple SISBP shall not be issued or accepted,
in whole or in part, the shares so released for bonus may be made the subject
of additional bonuses granted under the SISBP. The Company shall reserve and
keep available such number of shares of stock as will satisfy the requirements
of all outstanding bonuses granted under the SISBP. In the event there is any
change in the Company's shares of Common Stock, as by stock splits, reverse
stock splits, stock distributions or recapitalization, the number of shares
available for bonus and the shares subject to bonuses shall be appropriately
adjusted by the Committee.
The value of he bonus shall be the fair market value of issued and outstanding
shares of stock of the Company at the date the bonus is granted. For the
purposes hereof, fair market value shall equal the mean price per share of the
high bid and low asked, as reported by the Over-the-Counter Bulletin Board
("OTC:BB").
6
PROPOSAL NO. 5
RESTRICTED STOCK OPTION PLAN
Many companies add an equity component to the compensation of key employees by
granting or selling them shares of restricted stock. Restricted stock gets
its name from the fact that it is generally subject to repurchase by the
Company at the employee's cost for some period of time after purchase. When
the Company believes that restricted stock may be used on more than an ad hoc
basis, a plan is generally adopted.
The purpose of this Plan is to advance the interests of the Company and its
stockholders by helping the Company obtain and retain the services of
employees, officers, consultants and directors, upon whose judgment,
initiative and efforts the Company is substantially dependent, and to provide
those persons with further incentives to advance the interests of the Company.
The Plan will become effective on the date of its adoption by the Board,
provided this Plan is approved by the stockholders of the Company (excluding
shares of Stock issued by the Company pursuant to this Plan) within twelve
(12) months before or after that date. If this Plan is not so approved by the
stockholders of the Company within such period of time, any agreements entered
into under this Plan, and any issuances of Stock thereunder, will be rescinded
and will be void. This Plan will remain in effect until it is terminated by
the Board, or December 31, 2009, whichever is earlier. This Plan will be
governed by, and construed in accordance with, the laws of the states of
Colorado and Maine.
Restricted Stock Pool. The aggregate number of shares of Restricted Stock
that may be issued pursuant to this Plan will not exceed five hundred thousand
(500,000) (the "Restricted Stock Pool"), provided that such number will be
increased by the number of shares of Restricted Stock that the Company
subsequently may reacquire through repurchase or otherwise.
ITEM 2. REVOCABILITY OF PROXY
Not Applicable
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ITEM 3. DISSENTERS' RIGHT OF APPRAISAL
Article 7-113-101 through 7-113-302 of the CBCA provides for Dissenter's
Rights. Provided any Acadia shareholder elects to exercise their Dissenter's
Rights in accordance with Article 7-113-204, said shareholder of Acadia will
be paid the fair value thereof as determined by the Board of Directors.
The Board of Directors has determined the fair value of each share of capital
stock to be $.12 per share. The determination of the per share fair value was
computed by reference to the book value of the capital stock of the Company
as of September 30, 1999.
Upon the approval of the Name Change, Merger, Election of Board Members,
Simple Incentive Stock Option Plan, Restricted Stock Option Plan and
Restatement and Amendments to the Articles of Incorporation and Bylaws
(hereinafter collectively referred to as the "Proposals"), WORLD and MED will
immediately file appropriate Articles of Merger, in accordance with Colorado
and Maine law, to effect the change in the issued and outstanding common stock
of Acadia. The Merger will become effective upon the filing of such Articles
and without any further action being required by the Company, WORLD or MED.
The Board of Directors of the Company believe that the Merger will be in the
best interest of Acadia stockholders. However, stockholders are entitled to
assert their Dissenter's Rights (fair market value of $.12 per share) no later
than November 30, 1999, as a result of this transaction as explained in
Section 7-111 of the CBCA.
In order to obtain the fair market value payment for Acadia shares, a
stockholder must mail or deliver their intention to the following address:
The Board of Directors
Acadia National Health Systems, Inc.
415 Rodman Road
Auburn, Maine 04210
ITEM 4. PERSONS MAKING THE SOLICITATION
The enclosed information statement is distributed by the Board of Directors
(the "Board of Directors") of Acadia. The cost of distribution will be borne
by the Company. In addition to the distribution by mail, officers and
employees of the Company may distribute in person. The Company may reimburse
brokers or persons holding stock in their names, or in the names of their
nominees, for their expenses in sending the information statement to the
beneficial owners.
8
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 31, 1998. 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 October 18, 1999 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.
Shares of Acadia
Common Stock to be
Beneficially Owned Percent
Name and as of the 10-15-99 of
Address Record Date Class
----------------------- ------------------ --------
Paul W. Chute 1,081,340 21.60%
76 North Withman School Road
Buckfield, ME 04220
Judith M. Brown 40,000 0.80%
1853 Mar West
Tiburon, CA 94920
9
John L. Crispin 68,000 1.40%
415 Rodman Road
Auburn, ME 04210
John F. Raden 66,000 1.40%
RR 1 Box 2309C
Kingfield, ME 04947
John W. Holt, Jr. 40,000 1.40%
15 Birchwood Road
Cape Elizabeth, ME 04107
Linda J. Tilton 36,000 0.80%
928 Duck Pond Road
Westbrook, ME 04092
Richard H. Hooper 127,000 2.60%
212 Hooper Ledge Road
South Paris, ME 04281
Martha Beaulieu 3,000 0.10%
445 Flagg Pond Road
Saco, ME 04072
Jacquelyn Magno 710,350 14.20%
124 Fairway Drive
Auburn, ME 04210
Mark T. Thatcher 700,000 14.00%
125 Gideon Lawton Lane
Portsmouth, RI 02903
Thomas B. Tupper 320,000 6.40%
11 River Bend Drive
Kennebunk, ME 04043
10
Margaret M. Heath 185,493 3.70%
357 Harris Hill Road
Poland, ME 04274
All Directors and 2,346,833 46.80%
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.
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 Bulletin
Board ("OTC:BB") 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 30, 1998 through September 30, 1999. The prices set forth below reflect
inter-dealer quotations, without retail markups, markdowns or commissions,
and do not necessarily represent actual transactions.
The prices in the table below represent the high and low sales price for the
Common Stock as reported on the OTC Bulletin Board Market for the periods
presented. Such prices are based on inter dealer bid and asked prices without
markup, markdown, commissions or adjustments and may not represent actual
transactions.
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YEAR ENDED SEPTEMBER 30, 1998 HIGH LOW
- ----------------------------- ------- ------
First Quarter....................... $2.187 $1.875
Second Quarter...................... $2.000 $1.625
Third Quarter....................... $1.875 $1.875
Fourth Quarter...................... $1.125 $0.500
YEAR ENDED SEPTEMBER 30, 1999 HIGH LOW
- ----------------------------- ------- ------
First Quarter....................... $0.656 $0.188
Second Quarter...................... $0.875 $0.250
Third Quarter....................... $0.937 $0.937
Fourth Quarter...................... $0.750 $0.750
The last reported sale price of the Common Stock on October 18, 1999 was $2.50
per share. The number of record holders of the Company's Common Stock was
441 on September 30, 1999.
As reflected in the price quotations above, there have been 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.
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.
12
DIVIDENDS
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, but intends instead to
retain any future earnings for reinvestment in its business.
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 1998.
ITEM 7. DIRECTORS AND EXECUTIVE OFFICERS
THE DIRECTOR NOMINEES
The Board of Directors met four (4) times during Fiscal 1998 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 1998 during the period for which they were
directors.
Backgrounds
Emile L. Clavet-Mr. Clavet is a licensed Investment Executive for Advest and
has been a member of the NYSE for 15 years, helping individuals and small
businesses build wealth. He received his Bachelors of Science in Economics
from the University of Southern Maine and the American University in
Washington, D.C. He also worked for such prestigious firms as the Washington
Analysis Corp. and Dunn & Bradstreet. As President, Mr. Clavet, along with
his partner, Kevin Dean, led the turnaround from bankruptcy of Bates of
Maine, a 150 year old textile manufacturing facility.
13
Douglas Farrago, M.D.-Dr. Farrago is a practicing family physician in Auburn,
Maine. He received his Bachelor of Science at the University of Virginia and
his Masters of Education degree from the University of Houston. His medical
degree was obtained from the University of Texas at Houston. Dr. Farrago's
residency training occurred at Eastern Maine Medical Center in Bangor, Maine
where he was elected chief resident by his peers. Currently he is board
certified in the specialty of family practice. Dr. Farrago is also the
creator and patent holder of The Knee Saver, a product worn by major league
baseball catchers Sandy Alomar Jr., of the Indians, Javy Lopez of the Braves
and others. This product is the most successful new piece of equipment that
has been added to catcher's gear in the last 40 years
Warren Mackerson (to be inserted)
Thomas Callianbro (to be inserted)
John L. Crispin, M.D., Member of the Board of Directors - Doctor Crispin,
currently a practicing physician is Chief, Department of Anesthesiology, at
Central Maine Medical Center. He has held the position of Department Chief
since 1995. Doctor Crispin, is licensured in the State of Maine and certified
as Diplomate, American Board of Anesthesiology. Doctor Crispin holds a B.A.
Cum Laude from Colby College, Waterville, Maine and a 1982 graduate of
Dartmouth Medical School. He has served his internship, residency,
fellowship, military and as Chief Resident duties throughout the northern
seaboard. Doctor Crispin was awarded the John Dukrey Award for Excellence in
Regional Anesthesia and the Robert D. Dripps Award for the outstanding
graduate resident in anesthesiology. He currently is a member of the Board
of Directors for United Way of Androscoggin County and Lewiston-Auburn
Physician's Association in addition to serving on the Executive, Operating
Room, Pharmacy and Therapeutic Committees at Central Maine Medical
Center.
THE DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of the Company, their ages and positions
held in the Company are as follows:
Paul W. Chute, Chairman and Chief Executive 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.
14
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, carries an advanced
certification as Fellow from the Healthcare Financial Management Association
and is certified as a health care billing and management executive.
James Delamater, Member of the Board-Mr. Delamater is President and Chief
Executive officer of Northeast Bank, FSB of Auburn, Maine--a position he has
held since 1981. Prior to that, he was the Commercial Loan and Business
Officer at Oxford Bank and Trust Company. Early in his career, he was a
licensed securities broker with a New York Stock Exchange firm. Mr. Delamater
serves on several corporate boards and is active in civic organizations. Hr
received his professional education at the Universities of Maine and South
Carolina.
Judith M. Brown, Member of the Board-Judith M. Brown is the owner and
President of the Judith M. Brown Company, a San Francisco area firm that
specializes in consulting services to U.S. and international organizations.
The company focuses on organizational program development and innovative
problem solving. Ms. Brown has an extensive background in market research and
public policy consulting. She holds a Ph.D. From Columbia University where
she serves as an international fellow.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following material contains information concerning the directors,
including their recent employment, positions with the Company, other
directorships and age as of the date of this Information Statement.
CAPACITIES IN DIRECTOR OR
NAME AGE WHICH SERVED OFFICER SINCE
- ----------------- ---- --------------------- ------------------
Paul W. Chute 50 Chairman of the Board, 1997
President and Treasurer
John Crispin, MD 42 Member 1997
Judith M. Brown 55 Member 1999
James Delamater 48 Member 1999
15
COMMITTEES OF THE BOARD
The Board of Directors delegates certain of its authority to a Compensation
Committee and an Audit Committee. There are currently vacancies on both of
these committees. The Board expects to fill such vacancies after it has
filled the vacancies on the Board of Directors.
The primary function of the Compensation Committee will be to review and make
recommendations to the Board with respect to the compensation, including
bonuses, of the Company's officers and to administer the Company's proposed
Option Plan.
The function of the Audit Committee is to review and approve the scope of
audit procedures employed by the Company's independent auditors, to review and
approve the audit reports rendered by both the Company's independent auditors
and to approve the audit fee charged by the independent auditors. The Audit
Committee will report to the Board of Directors with respect to such matters
and recommends the selection of independent auditors.
BOARD AND COMMITTEE ATTENDANCE
In the 1998 fiscal year, the Board of Directors held four meetings. All
directors attended more than 75% of the aggregate of board and committee
meetings held during the 1998 fiscal year.
(THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK)
16
ITEM 8. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
Long Term Compensation
________________________________________________________________________________
Annual Compensat. Awards Payouts
________________________________________________________________________________
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Rest. All
Name and Annual Stock LTIP Other
Principal Calend. Comp. Award(s) Opt. P/outs Comp.
Position Year Salary Bonus($) ($) ($) SARs(#) ($) ($)
_____________________________________________________________________________
CEO &
Treasurer 1999 94,500
Chute, (Annual)
Paul W. 1998 51,750
1997 42,000
President 1999 107,000 65,000
Raden, (Annual)
John F. 199 86,585
V.P. 1999 77,000 40,000
Marketing (Annual)
Holt, Jr.,
John W.
V.P., HR 1999 50,000 37,000
Hooper, (Annual)
Richard H. 1998 2,885
V.P., 1999 75,000 35,000
Operations (Annual)
Tilton, 1998 5,385
Linda J.
No employee of the Company receives any additional compensation for his
services as a director.
Other than a fully non-qualified plan pursuant to Rule 401(K), the Company has
no retirement, pension or profit sharing program for the benefit of its
directors, officers or other employees. The Board of Directors may recommend
one or more such programs for adoption in the future.
17
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 31,
1998.
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
Other than Proposals 4 through 5 stated herein, no action is to be taken by
the Company with respect to any plan pursuant to which cash or non-cash
bonuses may be paid or distributed.
ITEM 11. AUTHORIZATION OR ISSUANCE OF SECURITIES OTHERWISE THAN FOR EXCHANGE
The Company has spent the last few months of operation preparing the
organization for rapid sales growth and expansion. We have completely revised
our operating policies and procedures, installed a management system and
recruited experienced, operational and management personnel. Additionally,
we maintained our public reporting and trading on the OTC Bulletin Board under
our symbol OTCBB: ACAD. Discussions continue with other similar businesses
for future acquisitions and mergers. Also, the Company is actively working
with underwriters and capital formation specialists, concentrating in health
care companies, to arrange a secondary offering capitalization. Additionally
the Company has raised $480,000 in a private placement offering pursuant to
Rule 505 of Regulation D of the Act.
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.
18
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 31, 1998, and interim reports
filed on Form 10QSB for the periods ended December 31, 1998, March 31, 1999
and June 30, 1999.
ITEM 14. MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SIMILAR MATTERS
(a.)The Company has signed a letter of intent to enter into business
combination with MED. MED is an Internet e-commerce company based in Auburn,
Maine, providing a unique web based information and education program for
physicians.
The combination of the Company and MED is a natural evolution for both
companies. The Company has a long history of bringing a superior level of
financial service to physicians throughout New England. By combining the
resources of the Internet based MED with the Company, physicians will be able
to receive a comprehensive package of financial and education resources.
(b.)The Company has also formed a joint venture with Echo Management Company
("Echo") to meet the needs of the behavioral health providers. The venture
combines Echo's leading edge software solutions with the Company's transaction
processing, insurance billing, and managed care reporting services. The
venture provides behavioral healthcare agencies with an Application Service
Provider (ASP) approach to streamlining and improving the agency's bottom
line. The ASP model provides an agency with hardware/software, skilled billing
personnel, and improved revenue streams without the need for large capital
expenditures.
(c.)On September 8, 1998, the Company 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 Company acquired
all accounts receivables, furniture & equipment, computer hardware and
operating systems as well as all software licenses along with various
inventories and prepaid assets. In consideration, the Company 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 Company'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 04210 (no
relationship with acquisition). 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.
19
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 officers and directors named in the accompanying information
statement to vote, or otherwise act, in accordance with their judgment on
such matters.
ITEM 19. AMENDMENT OF ARTICLES, BYLAWS OR OTHER DOCUMENTS
Action is hereby taken by the Company with respect to the restatement and
amendment of articles and bylaws of the Company, whereby the name of the
company has been changed from Acadia National Health Systems, Inc. to
"MedLecture.com, Inc." and the "Shark Repellant" provisions of Article ___
of the Articles of Incorporation have been eradicated. Copies of the
proposed Restated and Amended Articles of Incorporation and Bylaws are
available upon request by contacting the Company in writing at 415 Rodman
Road, Auburn, Maine 04210.
20
ITEM 20. OTHER PROPOSED ACTION
No action is to be taken by the Company on any matter not specifically
referred to in this Schedule 14C.
ITEM 21. VOTING PROCEDURES
The Board of Directors has fixed October 15, 1999, 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
5,013,987 shares of Common Stock.
The election of directors will require the vote of a majority of all
outstanding Common Stock (Voting Securities), for passage.
The directors, officers and affiliates of the Company as a group own or may be
deemed to control 3,377,183 shares of Common Stock, constituting approximately
sixty-seven percent (67%) 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
21
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
* 2.1 Assets Purchase Agreement between Acadia National
Health Systems, Inc. and Physician Resources, Inc.,
dated September 27, 1996;
#### 2.2 Contract for Sale of Assets of Northeast Medical
Business Group to Acadia National Health Systems, Inc.,
dated September 8, 1998;
#### 2.3 Non-Competition, Confidentiality and Non-Solicitation
Agreement between Frank and Martha DeJohn and Acadia
National Health Systems, Inc., dated September 8, 1998;
* 3.1 Articles of Incorporation of the Company, as amended;
* 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;
#### 5.1 Opinion on Legality of Securities Being Issued to
Frank and Martha DeJohn;
* 10.1 Software License Master Agreement;
* 10.2 Lease of Premises, Acadia Corporate Headquarters, 460
Main Street, Lewiston, Maine 04240 (Assignment);
* 10.3 Employment Agreements, dated September 27, 1996
between Acadia and THOMAS N. HACKETT, C.E.O.,
JACQUELYN J. MAGNO, Vice President;
22
EXHIBIT NO. DOCUMENT
* 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;
### 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.
### 10.10 Common Stock Purchase Agreement for 2,326,000 shares of
common stock of Acadia National Health Systems, Inc.
### 10.11 Assignment Separate from Certificate and Irrevocable
Stock Power for 2,326,000 shares of common stock of
Acadia National Health Systems, Inc.
### 10.12 Opinion of Counsel with respect to transfer of
2,326,000 shares of common stock of Acadia National
Health Systems, Inc.
#### 10.13 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;
#### 10.14 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;
23
EXHIBIT NO. DOCUMENT
x 11 Computation of Basic and Diluted Earnings Per Share
## 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)
#### 20.5 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;
#### 20.6 Opinion of Borrower's Counsel;
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
x 99.1 Private Securities Litigation Reform Act of 1995 Safe
Harbor Compliance Statement for Forward-Looking Statements
#### 99.2 Text of press release dated September 9, 1998.
##### 99.3 Text of press release dated April 12, 1999
##### 99.4 Text of press release dated April 19, 1999
##### 99.5 Text of press releases dated October 4 and 12, 1999
24
- -----------------------------------
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.
#### Incorporated by reference from the Issuer's Form 8-K for
event date of September 23, 1998.
##### Incorporated by reference from the Issuer's Form 8-K for
event date of April 22, 1999.
###### Incorporated by reference from the Issuer's Form 8-K for
event date of October 5 and 12, respectively.
(b) REPORTS ON FORM 8 K
The Company filed the following reports on Form 8 K during the 1998 fiscal
year.
8-K, September 9, 1998, Item 5, Exhibit 99.1, Press Release
8-K, September 23, 1998, Item 2, Acquisition of Assets and Item 5, Other Events
8-K, November 12, 1998, Item 5, Exhibit 99.1, Press Release
8-K, December 18, 1998, Item 5, Exhibit 99.1, Press Release
8-K, January 29, 1999, Item 5, Exhibit 99.1, Press Release
8-K, April 22, 1999, Item 5, S.E.C. Response Letter, Exhibit 99.1-2,
Press Release
8-K, October 20, 1999, Item 5, Exhibit 99.1-25, Press Releases
25
THIS INFORMATION STATEMENT IS PROVIDED TO YOU
FOR INFORMATION PURPOSES ONLY. NO ACTION ON YOUR
PART IS SOUGHT OR REQUIRED.
Auburn, Maine
October 18, 1999
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this information statement 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 CEO
Date: October 18, 1999
In accordance with the Securities Exchange Act of 1934, this information
statement 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, October 18, 1999
Chief Executive Officer)
and Treasurer