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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ACADIA NATIONAL HEALTH SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
004042 10 7
(CUSIP Number)
MARK T. THATCHER, ESQ.
360 Thames Street, First Floor
Newport, Rhode Island 02840
(401) 841-9444
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 11, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box |_|.
Check the following box if a fee is being paid with the statement |_|.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
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Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP No. 004042 10 7 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK T. THATCHER
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) |x |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER OF
MARK T. THATCHER
700,000 (18.75%)
SHARES-------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY-------------------------------------------------
9 SOLE DISPOSITIVE POWER
MARK T. THATCHER
700,000 (18.75%)
REPORTING-------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
700,000 (18.75%)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
| |
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.75%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer
This Statement relates to the Common Stock of Acadia National
Health Systems, Inc., a Colorado corporation (the "Company" or "Issuer"),
which has its principal corporate offices at 460 Main Street, Lewiston,
Maine 04240.
The principal executive officers of the Company are as follows:
Paul W. Chute, Chief Executive Officer and Treasurer
Jacquelyn J. Magno, Vice President and Secretary
Item 2. Identity and Background
(a) This Statement is being filed by MARK T. THATCHER (the
"Shareholder").
(b) The business address of the Shareholder is 360 Thames Street,
Newport, Rhode Island 02840 and the residence of the Shareholder is
190 Tuckerman Avenue, Middletown, RI 02840.
(c) The present principal occupation or employment of the
Shareholder, Mark T. Thatcher, is attorney and general counsel to Acadia
National Health Systems, Inc., 460 Main Street, Lewiston, Maine 04240.
(d) During the last five years, the Shareholder has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the Shareholder was not a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or finalorder enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or
finding any violation with respect to such laws.
(f) The Shareholder is a United States citizen.
Item 3. Source and Amount of Funds
On Saturday, October 11, Paul W. Chute, Interim Chief Executive Officer
and Chairman of the Board of Directors, and Jacquelyn J. Magno, Vice
President and Secretary of the Board of Directors, collectively assigned and
transferred, via bona fide gift, beneficial ownership in the Issuer to
Mark T. Thatcher.
Names of Shareholder Who Acquired Beneficial Ownership:
Mark T. Thatcher
190 Tuckerman Avenue
Middletown, RI 02840
Basis of the Ownership:
Affiliate Shares owned by:
Paul W. Chute and Jacquelyn J. Magno
Previously Owned By:
Peacock Hill Farm Limited Liability Company
Estate of Thomas N. Hackett
______________________________________________________________________________
______________________________________________________________________________
The completion of the transfer of beneficial ownership took place on
Saturday, October 11, 1997. The mailing address of Paul W. Chute is C/O
Acadia National Health Systems, Inc., 460 Main Street, Lewiston, Maine
04240 ("Chute").
The mailing address of Jacquelyn J. Magno is C/O Acadia National Health
Systems, Inc., 460 Main Street, Lewiston, Maine 04240 ("Magno").
Item 4. Purpose of Transaction
The Shareholder received the securities of the Issuer as an
affiliate of the Issuer and intends to serve as general counsel and assist
in the development of the company's plan of expansion, franchising
and consolidation through acquisitions within the fragmented Physician
Practice and Management Consulting (PPMC) industry."
(a) The Shareholder may acquire more shares of Common Stock or
dispose of Common Stock as business and market conditions dictate.
(b) The Shareholder does not have any plans or proposals that relate
to or would result in an extraordinary corporate transaction, such as a
merger, reorganization, or liquidation, involving the Company or any of its
subsidiaries.
(c) The Shareholder does not have any plans or proposals that relate
to or would result in a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries.
(d) The Shareholder does not have any plans or proposals that relate
to or would result in any change in the present board of directors or
management of the Company, including any plans or proposals to change the
number or term of directors or to fill any existing open vacancies on the
board.
(e) The Shareholder does not have any plans or proposals that relate
to or would result in any material change in the present capitalization or
dividend policy of the Company.
(f) The Shareholder does not have any plans or proposals that relate
to or would result in any other material change in the Company's business or
corporate structure.
(g) The Shareholder does not have any plans or proposals that relate
to or would result in changes in the Company's charter or bylaws or other
actions which may impede the acquisition of control of the Company by any
person.
(h) The Shareholder does not have any plans or proposals that relate
to or would result in causing a class of securities of the Company to be
de-listed from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association.
(i) The Shareholder does not have any plans or proposals that relate
to or would result in a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Act.
(j) The Shareholder does not have any plans or proposals that relate
to or would result in any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
The Shareholder beneficially owns 700,000 shares of Common Stock,
representing 18.75% of the total issued and outstanding shares of Common
Stock. The Shareholder has sole power to direct the vote of these shares and
sole power to direct the disposition of such shares.
(a) Beneficial ownership of the Shareholder as of the date of this
filing:
Shares of Acadia Percent
Name and Common Stock of
Address Class
Mark T. Thatcher 700,000 18.75%
(b) The Shareholder has the sole power to vote and to dispose of the
shares described herein.
(c) Not applicable.
(d) The Shareholder knows of no person who has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the sale of the shares.
(e) Not applicable.
Item 6. Contracts, Arrangements or Understandings with Respect to
Securities of the Issuer
The Shareholder beneficially owns 700,000 shares of Common Stock
of the Company representing 18.75% of the total issued and outstanding shares
of Common Stock. In addition, the Shareholder is General Counsel to the
Board of the Company.
The Shareholder anticipates transferring undetermined amounts of
said beneficially owned securities to affiliates and employees of the
Company. The amount of beneficially owned securities, as well as those
individuals who may receive them, will be determined at a later date at the
discretion of the Shareholder. If necessary, the Shareholder will rely on the
exemption afforded in Section 4(1) and/or 4(2) of the Securities Act of
1933 (the "Act").
Item 7. Material to be Filed as Exhibits
Index to Exhibits
INDEX TO EXHIBITS
Exhibit Description
10.1--Assignment Separate from Certificate and Irrevocable Stock Power for
350,000 shares of common stock of Acadia National Health Systems, Inc.
10.2--Opinion of Counsel with respect to transfer of 350,000 shares of common
stock of Acadia National Health Systems, Inc.
10.3--Assignment Separate from Certificate and Irrevocable Stock Power for
350,000 shares of common stock of Acadia National Health Systems, Inc.
10.4--Opinion of Counsel with respect to transfer of 350,000 shares of
common stock of Acadia National Health Systems, Inc.
ASSIGNMENT SEPARATE FROM CERTIFICATE
AND IRREVOCABLE STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby assign and transfer the
following shares of Acadia National Health Systems, Inc. (the "Company")
Common Stock, standing in the name of the undersigned on the books of said
Company:
350,000 to Mark T. Thatcher
190 Tuckerman Avenue
Middletown, RI 02842
150,000 to Margaret M. Heath
357 Harris Hill Road
Poland, ME 04274
60,000 to Christopher O. Werner
45 Hunter Avenue
Newport, RI 02840
3,000 to Albert & Jeanette Turmenne, JTWROS
17 Parsons Road
South Paris, ME 04281
2,500 to Robert E. Bergmann III
104 San Fernando Blvd.
Savannah, GA 31419
1,250 to Raymond and Rebecca Lavoie, JTWROS
RR#2 box 1823-18
Turner, ME 04282
The undersigned does hereby irrevocably constitute and appoint the Company's
transfer agent as attorney to transfer the said stock on the books of the
transfer agent and the Company, with full power of substitution in the
premises.
DATED: August 6, 1997.
_____________________________
PAUL W. CHUTE
STATE OF MAINE )
) ss:
COUNTY OF ANDROSCOGGIN )
The signature above is hereby guaranteed by an eligible guarantor
institution (Bank, Stockbroker, Savings and Loan Association or Credit Union)
with membership in an approved signature Medallion Program this ____ day of
______________, 1997.
Signature guaranteed by:
August 6, 1997
VIA FEDERAL EXPRESS
CONFIDENTIAL
American Securities Transfer, Inc.
As Representative of Acadia National Health Systems, Inc.
938 Quail Street, Suite 101
Lakewood, CO 80215-5513
Re: Acadia National Health Systems, Inc. ("Acadia") -
Restricted Transfer of 566,750 common shares from
Paul W. Chute, Chief Executive Officer
Ladies and Gentlemen:
This office represents Acadia National Health Systems, Inc. ("Acadia").
I am in receipt of various communications from Paul W. Chute relating to the
proposed transfer of 566,750 shares of Acadia common stock pursuant to Section
4(1) of the Securities Act of 1933.
Based on representations contained in these documents, copies of which
are attached hereto, it is my opinion that you may transfer the 566,750 shares
of common stock owned by Mr. Chute in reliance upon the exemption from
registration provided for in Section 4(1).
All shares, when issued, should bear a restricted legend in standard form
and should not be further transferred without the prior written consent of the
Company or respective shareholder.
In rendering the above opinion, I have excluded from consideration state
securities or blue sky laws, except as specifically noted. My opinion is
limited to the federal laws of the United States, the laws of the State of
Colorado and the General Corporation Law of the State of Colorado as
prescribed by the Colorado Business Corporation Act, and I can assume no
responsibility with respect to the applicability or effect of the
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American Securities Transfer, Inc.
August 6, 1997
laws of any other jurisdiction. I disclaim any obligation to notify you or
any other person or entity if any change in fact and/or law should change my
opinion with respect to any matter on which I am expressing an opinion herein.
The foregoing opinion is furnished by me as counsel for the Company and is
solely for your benefit and may not be relied upon by any other person unless
my prior written consent is obtained.
Respectfully,
Mark T. Thatcher, Esq.
Atty. Reg. No. 25-275
MTT/jet
cc: Paul W. Chute, CEO
ASSIGNMENT SEPARATE FROM CERTIFICATE
AND IRREVOCABLE STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby assign and transfer the
following shares of Acadia National Health Systems, Inc. (the "Company")
Common Stock, standing in the name of the undersigned on the books of said
Company:
350,000 to Mark T. Thatcher
190 Tuckerman Avenue
Middletown, RI 02842
150,000 to Philip and Marise Lebel
130 Montello Street
Lewiston, ME 04240
60,000 to Mark T. Thatcher
190 Tuckerman Avenue
Middletown, RI 02842
3,000 to Albert & Jeanette Turmenne, JTWROS
17 Parsons Road
South Paris, ME 04281
2,500 to Robert E. Bergmann III
104 San Fernando Blvd.
Savannah, GA 31419
1,250 to Raymond and Rebecca Lavoie, JTWROS
RR#2 box 1823-18
Turner, ME 04282
The undersigned does hereby irrevocably constitute and appoint the Company's
transfer agent as attorney to transfer the said stock on the books of the
transfer agent and the Company, with full power of substitution in the
premises.
DATED: August 6, 1997.
_____________________________
JACQUELYN J. MAGNO
STATE OF MAINE )
) ss:
COUNTY OF ANDROSCOGGIN )
The signature above is hereby guaranteed by an eligible guarantor
institution (Bank, Stockbroker, Savings and Loan Association or Credit Union)
with membership in an approved signature Medallion Program this ____ day of
______________, 1997.
Signature guaranteed by:
August 6, 1997
VIA FEDERAL EXPRESS
CONFIDENTIAL
American Securities Transfer, Inc.
As Representative of Acadia National Health Systems, Inc.
938 Quail Street, Suite 101
Lakewood, CO 80215-5513
Re: Acadia National Health Systems, Inc. ("Acadia") -
Restricted Transfer of 566,750 common shares from
Jacquelyn J. Magno, Vice President
Ladies and Gentlemen:
This office represents Acadia National Health Systems, Inc. ("Acadia").
I am in receipt of various communications from Jacquelyn J. Magno relating to
the proposed transfer of 566,750 shares of Acadia common stock pursuant to
Section 4(1) of the Securities Act of 1933.
Based on representations contained in these documents, copies of which
are attached hereto, it is my opinion that you may transfer the 566,750 shares
of common stock owned by Ms. Magno in reliance upon the exemption from
registration provided for in Section 4(1).
All shares, when issued, should bear a restricted legend in standard form
and should not be further transferred without the prior written consent of the
Company or respective shareholder.
In rendering the above opinion, I have excluded from consideration state
securities or blue sky laws, except as specifically noted. My opinion is
limited to the federal laws of the United States, the laws of the State of
Colorado and the General Corporation Law of the State of Colorado as
prescribed by the Colorado Business Corporation Act, and I can assume no
responsibility with respect to the applicability or effect of the
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American Securities Transfer, Inc.
August 6, 1997
laws of any other jurisdiction. I disclaim any obligation to notify you or
any other person or entity if any change in fact and/or law should change my
opinion with respect to any matter on which I am expressing an opinion herein.
The foregoing opinion is furnished by me as counsel for the Company and is
solely for your benefit and may not be relied upon by any other person unless
my prior written consent is obtained.
Respectfully,
Mark T. Thatcher, Esq.
Atty. Reg. No. 25-275
MTT/jet
cc: Jacquelyn J. Magno
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: October 21, 1997
/s/ Mark T. Thatcher
MARK T. THATCHER, Filing Agent
Acadia National Health Systems, Inc.
