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: December 4, 1999
ACADIA GROUP, 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)
415 Rodman Road, Auburn, Maine 04210
(Address of Principal Executive Offices) (Zip Code)
(207) 777-3423
(800) 479-3066
(Registrant's Telephone Number, Including Area Code)
INFORMATION INCLUDED IN THIS REPORT
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On November 19, 1999, Acadia Group, Inc. (the "Company" and "Registrant"),
formerly known as Acadia National Health Systems, Inc., entered into a Plan
of Merger (the "Plan") whereby MedLecture.com, Inc., a Maine corporation
(hereinafter referred to as "Disappearing Corporation" or "MED"), was merged
into WorldLecture.com, Inc., a wholly-owned subsidiary of the Company
(hereinafter referred to as "Surviving Corporation" or "WORLD"); and whereby
the Company issued 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 of the Company outstanding immediately prior to the Merger, plus
un-issued shares designated for use under employment agreements, or other
similar contractual agreements, whether verbal or written, or designated for
issuance to the Company's employees, agents, or third parties.
The Plan contemplated a series of transactions which resulted in a change of
control of the Company. The transactions included:
(i) the election of eight (8) 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;
(ii) the Restatement and Amendment of Articles of Incorporation and Bylaws of
the Company reflecting the Name Change from Acadia National Health
Systems, Inc. to Acadia Group, Inc. and eradication of "Shark Repellant"
provisions set forth at Article VII; and
(iii) the approval of the transfer of assets of Acadia National Health Systems,
Inc., which are used or useful in the operation of its business management
services business to a wholly-owned subsidiary; the approval of the name
change of the subsidiary to Acadia National Health Systems, Inc.; and the
authorization of the officers of the parent and subsidiary to execute any
and all documents necessary or appropriate to accomplish the foregoing,
including without limitation the execution of documents of assignment and
collateral security documents.
In conjunction with completion of the transactions contemplated by the Plan,
the current directors and officers of the Company joined the in-coming
directors, 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 the Company's
stockholders prior to closing thereunder.
The Company's business activities are now conducted through WORLD and an
additional wholly-owned subsidiary to be named "Acadia National Health
Systems, Inc". Although the Company has adopted the assumed name of
"Acadia Group, Inc.", the Plan required the Company to take the steps
necessary to restate and amend its Articles of Incorporation in order to
formally change its corporate name to "Acadia Group, Inc."
BENEFICIAL OWNERSHIP
Name Position Shares % Owned
- ----------------------- ---------------------------- ----------- --------
Emile L. Clavet Chairman of the Board 1,264,040 11.075%
79 Shepley Street
Auburn, ME 04210
Kevin B. Dean Board of Director, Secretary 1,264,040 11.075%
98 Davis Avenue Officer-Executive VP
Auburn, ME 04210 Business Development
and Treasurer
Douglas Farrago Board of Director, Member 2,465,223 21.600%
94 Shepley Street Officer-Executive VP
Auburn, ME 04210 Medical Informatics
Paul W. Chute Beneficial Owner 1,081,340 9.474%
76 N. Withman School Rd.
Buckfield, ME 04220
John W. Holt, Jr. Chief Executive Officer 190,000 1.664%
15 Birchwood Road and President
Cape Elizabeth, ME 04107
John F. Raden Executive Vice President 216,000 1.892%
RR1 Box 2309C Mergers and Acquisitions
Kingfield, ME 04947
Judith M. Brown Board of Director, Member 40,000 0.003%
1853 Mar West
Tiburon, CA 94920
John L. Crispin Board of Director, Member 68,000 0.005%
3 Pond Ridge Road
Lewiston, ME 04240
Richard H. Hooper Executive Vice President 177,000 1.550%
212 Hooper Ledge Road
South Paris, ME 04281
Margaret M. Heath Secretary 207,493 1.818%
357 Harris Hill Road
Poland, ME 04274
Jacquelyn J. Magno Beneficial Owner 785,350 6.881%
124 Fairway Drive
Auburn, ME 04210
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 19, 1999, the Company approved the transfer of assets of Acadia
National Health Systems, Inc., which are used or useful in the operation of
its business management services business to a wholly-owned subsidiary; and
approved the name change of the subsidiary to Acadia National Health Systems,
Inc. Said wholly-owned subsidiary has now been funded with all of the assets
of the medical billings, practice management and related business, and was
incorporated to complete the merger outlined in the Plan, such transaction to
be accomplished tax-free under the Internal Revenue Code of 1986, as amended.
ITEMS 3 THROUGH 4, 6 AND 8 THROUGH 9 NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
Reference is made to press releases issued to the public by the Registrant on
November 19 and 22, the text of which is attached hereto as Exhibit 99.1 and
99.2, respectively, for a description of the events reported pursuant to this
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
---------------------
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 December 6, 1999.
(b) Pro Forma Financial Information.
--------------------------------
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 December 6, 1999.
(c) Exhibits
--------
99.1 Text of press release dated November 19, 1999
99.2 Text of press release dated November 22, 1999
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: December 4, 1999 By: /s/ Mark T. Thatcher
Name: Mark T. Thatcher
Title: Filing Agent
INDEX TO EXHIBITS
Exhibit Description:
1.1--Restated Articles of Incorporation of Acadia Group, Inc. as of November
19, 1999;
1.2--Amended Bylaws of Acadia Group, Inc. as of November 19, 1999;
2.1--Agreement of Merger dated November 19, 1999;
2.2--Articles of Merger dated November 19, 1999;
5.1--Opinion on Legality of Securities Being Issued to shareholders of
MedLecture.com;
10.2-Opinion of Counsel with respect to issuance of 5,363,987 shares of
common stock of Acadia National Health Systems, Inc. to the shareholders
of MedLecture.com;
99.1-Text of press release dated November 19, 1999.
99.2-Text of press release dated November 22, 1999.
99.3-Private Securities Litigation Reform Act of 1995
Safe Harbor Compliance Statement for Forward-Looking Statements