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: August 13, 1997
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)
460 Main Street, Lewiston, Maine 04240
(Address of Principal Executive Offices) (Zip Code)
(207) 777-3423
(Registrant's Telephone Number, Including Area Code)
<PAGE>
INFORMATION INCLUDED IN THIS REPORT
ITEM 1 CHANGES IN CONTROL OF REGISTRANT
(a) On Tuesday, July 29, 1997, Paul W. Chute, Chief Executive Officer
and Chairman of the Board of Directors, and Jacquelyn J. Magno, Vice President
and Secretary of the Board of Directors, collectively purchased a controlling
interest in the Registrant from Peacock Hill Farm Limited Liability Company
and the Estate of Thomas N. Hackett, as a result of the death of Thomas N.
Hackett on May 25, 1997. The change in control is documented as follows:
July 29, 1997
Names of Persons Who Acquired Control:
Paul W. Chute
RFD #1, Box 2740
Buckfield, ME 04220
Jacquelyn J. Magno
124 Fairway Drive
Auburn, ME 04210
Amount of Consideration Used by Such Persons:
$ Amount Source
Paul W. Chute $203,945.32 Personal Funds
Jacquelyn J. Magno $196,054.68 Personal Funds
Basis of the Control:
Peacock Hill Farm
Limited Liability
Company
(Elaine H. Hackett,
Direct Ownership
and Sole Voting
Authority)
<PAGE>
Previously Owned Sold to Paul W. Chute Sold to Jacquelyn J. Magno
2,509,000 Shares
(67.2%) of Class 1,235,687 Shares (33.1%) 1,090,313 Shares (29.2%)
Estate of
Thomas N. Hackett
(Elaine H. Hackett,
Personal
Representative)
Previously Owned Sold to Paul W. Chute Sold to Jacquelyn J. Magno
156,000 Shares
(4.4%) of Class 82,875 Shares (2.2%) 73,125 Shares (2.0%)
_______________________________________________________________________________
_______________________________________________________________________________
The change in control took place on Tuesday, July 29, 1997 at Skelton,
Taintor & Abbott, P.A., 95 Main Street, Auburn, Maine, 04210.
The mailing address of the Estate of Thomas N. Hackett is C/O Bryan M. Dench,
Esq., Skelton, Taintor & Abbott, P.A., 95 Main Street, Auburn, Maine
04212-3200 ("The Estate").
The mailing address of Peacock Hill Farm Limited Liability Company is C/O
Bryan M. Dench, Esq., Skelton, Taintor & Abbott, P.A., 95 Main Street,
Auburn, Maine 04212-3200 ("The LLC").
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").
<PAGE>
Elaine H. Hackett, Personal Representative of the Estate of Thomas N. Hackett
and Sole Managing Member of Peacock Hill Farm Limited Liability Company
("Seller") sold to Paul W. Chute, Chairman of the Board of Directors and
Chief Executive Officer of the Registrant and Jacquelyn J. Magno, Vice
President and Secretary of the Board of Directors of the Registrant
(collectively "Purchaser") certain control stock interests held by Seller in
Acadia National Health Systems, Inc. as follows:
One hundred fifty-six thousand (156,000) shares of
Acadia common stock, no par value;
Two million three hundred twenty-six thousand (2,326,000) shares of
Acadia common stock, no par value.
The allocation of the aggregate purchase price will be payable as
follows:
$ Amount Received $ Amount Paid
ESTATE OF
THOMAS N. HACKETT $ 281,685.13 -------------
PEACOCK HILL FARM
LIMITED LIABILITY
COMPANY $ 118,314.87 -------------
PAUL W. CHUTE -------------- $ 203,945.32
JACQUELYN J. MAGNO -------------- $ 196,054.68
Total $ 400,000.00 $ 400,000.00
============== =============
The purchase and sale of the stock interests took place at the offices of
Skelton, Taintor and Abbott, P.A. 95 Main Street, P.O. Box 3200, Auburn,
Maine 04212-3200, at 2:00 p.m. on July 29, 1997.
<PAGE>
Instructions:
2. The Registrant has released the Estate of Thomas N. Hackett and
Peacock Hill Farm Limited Liability Company from liability in connection with
Thomas N. Hackett's (decedent of Estate) personal guaranty of lines of credit
and a term loan existing between the Registrant and Peoples Heritage Bank
whose address is 217 Main Street, Lewiston, Maine 04240. The newly approved
Lender of the Registrant, Northeast Bank, FSB, whose address is 232 Center
Street, Auburn, Maine 04210, extended lines of credit to the Registrant.
These new lines allowed for the release of the lines of credit and term loan
extended by Peoples Heritage Bank that were personally guaranteed by Mr.
Hackett.
Indemnification Agreement. Mark T. Thatcher, Esq. ("Thatcher"), independent
counsel to the Registrant, whose business address is Mark T. Thatcher, P.C.,
360 Thames Street, Newport, RI 02840, and Christopher O. Werner ("Werner"),
advisor to the Registrant, whose business address is 360 Thames Street,
Newport, RI 02840, personally indemnified and held harmless the Estate and LLC
from liability that could arise in connection with Acadia's status as a fully
reporting company under the Securities Exchange Act of 1934 (the "Exchange
Act"). The Registrant caused Mr. Thatcher and Mr. Werner to execute and
deliver agreements to the Personal Representative of the Estate regarding
such restrictions in form and substance satisfactory to the Representative.
(b) Beneficial Ownership.
PRINCIPAL STOCKHOLDERS
The following table sets forth the beneficial ownership of the
ownership of Acadia's outstanding common stock on August 13,
1997 by (i) each director and executive officer of Acadia,
(ii) all directors and executive officers of Acadia as a group, and
(iii) each shareholder who was known by the Company to be the
beneficial owner of more than five percent (5%) of the
outstanding shares of Acadia:
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Shares of Acadia
Common Stock to be
Beneficially Owned Percent
Name and as of the Distrib. of
Address Record Date Class
Paul W. Chute, CEO 1,318,562 35.3%
460 Main Street
Lewiston, ME 04240
Jacquelyn J. Magno 1,263,438 33.8%
460 Main Street
Lewiston, ME 04240
Physician Resources, Inc. 300,000 8.0%
460 Main Street
Lewiston, ME 04240
Marise and Philip Lebel 14,000 0.4%
460 Main Street
Lewiston, Maine 04240
All Directors and 2,596,000 69.5%
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.
ITEMS 2 THROUGH 4, 6 THROUGH 9 NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
(i) Reference is made to the press release issued to the public by the
Registrant on July 31, 1997, the text of which is attached hereto as Exhibit
99.1, for a description of the events reported pursuant to this Form 8-K.
<PAGE>
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: August 13, 1997 By: /s/ Mark T. Thatcher
Name: Mark T. Thatcher
Title: Filing Agent
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
10.1--Common Stock Purchase Agreement for 156,000 shares of common stock of
Acadia National Health Systems, Inc.
10.2--Assignment Separate from Certificate and Irrevocable Stock Power for
156,000 shares of common stock of Acadia National Health Systems, Inc.
10.3--Opinion of Counsel with respect to transfer of 156,000 shares of common
stock of Acadia National Health Systems, Inc.
10.4--Common Stock Purchase Agreement for 2,326,000 shares of common stock
of Acadia National Health Systems, Inc.
10.5--Assignment Separate from Certificate and Irrevocable Stock Power for
2,326,000 shares of common stock of Acadia National Health
Systems, Inc.
10.6--Opinion of Counsel with respect to transfer of 2,326,000 shares of
common stock of Acadia National Health Systems, Inc.
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)
99.1--Text of press release dated July 31, 1997
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT is made as of July 29, 1997 by and
between THE ESTATE OF THOMAS N. HACKETT ("Estate"), hereinafter sometimes
referred to as "Seller"), and PAUL W. CHUTE and JACQUELYN J. MAGNO
(hereinafter collectively referred to as the "Purchaser" and/or "Investor").
WITNESSETH:
The Estate wants to sell, and the Purchaser wants to purchase Acadia
National Health Systems, Inc. ("Acadia" or the "Company") common stock (the
"Shares" or the "Acadia Common Stock") held by the Estate as follows:
One hundred fifty-six thousand (156,000) shares of the Acadia Common Stock, no
par value, of the Company held by the Estate for the consideration and upon
the terms and conditions hereinafter set forth.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purchase and Sale
1.1 Sale and Delivery of the Shares. Subject to the terms and
conditions of this Agreement hereinafter set forth, the Purchaser agrees to
purchase at the Closing, and the Seller agrees to sell and deliver to the
Purchaser at the Closing, the Shares at a purchase price of seven thousand
nine hundred thirty-five dollars and thirteen cents ($7,935.13) (the "Purchase
Price") in cash, which represents a purchase price of $.05086624 per share for
each of the Shares described above.
1.2 Closing. The purchase and sale of the Shares shall take place at
the offices of Skelton, Taintor and Abbott, 95 Main Street, P.O. Box 3200,
Auburn, Maine 04212-3200, at 2:00 p.m. on July 29, 1997, or at such other time
and place as the Seller and the Purchaser mutually agree upon (which time and
place are designated the "Closing" and/or "Closing Time").
At the Closing, the Seller shall execute stock transfer assignments and
instructions, to be forwarded to American Securities Transfer, Inc. (the
"Transfer Agent"), whose corporate address is 938 Quail Street, Suite 101,
Lakewood, Colorado 80215-5513, to allow for delivery to the Purchaser a
certificate or certificates, in the following amount to the following
designated Purchaser:
<PAGE>
$ Amount Paid No. of Shares Received
PAUL W. CHUTE $ 4,215.54 82,875
JACQUELYN J. MAGNO $ 3,719.59 73,125
The Purchaser shall deliver to Seller at Closing a certified check or
other instrument by means reasonably acceptable to Seller in the amount of
$7,935.13.
1.3 Price Discount. Seller acknowledges that it is selling the Shares
at a price below the current market value for the Shares quoted on the
Over-the-Counter ("OTC") Electronic Bulletin Board, and agrees that such
discount in price is due to substantial blocks of shares being sold to
Purchaser.
2. Representations and Warranties of Seller. Seller represents and
warrants to Purchaser as follows:
2.1. The Seller is, and at the Closing Time will be, authorized to
transfer one hundred fifty-six thousand (156,000) shares of the Acadia Common
Stock. Seller has in possession, and, except as hereinafter set forth in this
Section 2.2, at the Closing Time will have in possession, fully paid and
non-assessable, 156,000 shares of the Acadia Common Stock.
2.2. When sold, transferred and delivered to Purchaser upon payment
of the Purchase Price therefor, the Shares will be fully paid and
non-assessable, free and clear of all mortgages, pledges, liens, security
interests, conditional sale agreements, charges, encumbrances and, except as
provided by this Agreement, restrictions of every nature. The Shares are, and
when sold, transferred and delivered to Purchaser under this Agreement will
be, duly and validly admitted to listing on the Over-the-Counter ("OTC")
Electronic Bulletin Board.
2.2.2. Except as set forth in Schedule A, there has been, and
prior to the Closing Time there will be, no material adverse change,
individually or in the aggregate, in the Estate's condition (financial or
otherwise) or in the Estate's assets, liabilities or business.
2.2.3. There has been, and prior to the Closing Time there will
be, no damage, destruction or loss or other events or conditions of any
character, or any pending litigation or threatened developments, individually
or in the aggregate, which would materially and adversely affect the Estate's
condition (financial or otherwise) or the Estate's assets, liabilities or
business.
<PAGE>
2.3. Except as set forth in Schedule A attached hereto and
incorporated by reference herein, there is, and at the Closing Time there will
be, no material action, suit, proceeding or investigation pending or, to the
knowledge of the Estate, threatened, against or affecting the Estate or any of
its assets. The Estate is not, and at the Closing Time will not be, in default
under or with respect to any judgment, order, writ, injunction or decree of
any court or of any federal, state, municipal or other governmental authority,
department, commission, board, agency or other instrumentality. The Estate
has, and at the Closing Time will have, complied in all material respects with
all laws, rules, regulations and orders applicable to it; has, and at the
Closing Time will have, performed in all material respects all of its material
obligations and duties to be performed by it to the extent required in
accordance with their respective terms; and is not, and at the Closing Time
will not be, in default under or in material breach of any material contract,
agreement, commitment or other instrument to which it is subject or a party or
under which it is bound.
2.4. The Seller has not, and at the Closing Time will not have,
incurred any liability, obligation or duty for any finder's, agent's or
broker's fee or commission in connection with this Agreement or the
transactions contemplated hereby.
2.5. The Estate, pursuant to the power and authority legally vested
in it, has duly authorized the execution and delivery of this Agreement by the
Estate, the stock transactions hereby contemplated, and no action,
confirmation or ratification by other parties to the Estate or by any other
person, entity or governmental authority is required in connection therewith.
The Estate has the power and authority to execute and deliver this Agreement,
to consummate the transactions hereby contemplated and to take all other
actions required to be taken by it pursuant to the provisions hereof. The
Estate has taken all actions required by law, or otherwise to authorize the
execution and delivery of this Agreement and the sale, transfer and delivery
of the Shares pursuant to the provisions hereof. This Agreement is valid and
binding upon the Estate in accordance with its terms. Neither the execution
and delivery of this Agreement nor the consummation of the transactions
contemplated hereby will constitute a violation or breach of any agreement,
stipulation, order, writ, injunction, decree, law, rule or regulation
applicable to the Estate.
2.6. Neither this Agreement nor any written information, statement,
list or certificate furnished or to be furnished to Purchaser pursuant to this
Agreement or in connection with this Agreement or any of the transactions
contemplated by this Agreement contains or, at the Closing Time, will contain
any untrue statement of a material fact or omits or, at the Closing Time, will
omit to state a material fact necessary in order to make the statements
contained therein, in light of the circumstances in which they are made, not
misleading.
3. Representations and Warranties of Purchaser. Purchaser represents and
warrants to Seller as follows:
<PAGE>
3.1. The Purchaser has duly authorized the execution and delivery of
this Agreement by Purchaser and the transactions hereby contemplated, and no
action, confirmation or ratification by the Purchaser or by any other person,
entity or governmental authority is required in connection therewith.
Purchaser has the power and authority to execute and deliver this Agreement,
to consummate the transactions hereby contemplated and to take all other
actions required to be taken by it pursuant to the provision, hereof.
Purchaser has taken all actions required by law, or otherwise to authorize the
execution and delivery of this Agreement. This Agreement is valid and binding
upon Purchaser in accordance with its terms. Neither the execution and
delivery of this Agreement nor the consummation of said transactions will
constitute any violation or breach of the Purchaser, or any order, writ,
injunction, decree, law, rule or regulation applicable to Purchaser.
3.2. Purchaser is not, and at the Closing Time will not be, liable
or obligated to pay any finder's, agent's or broker's fee or commission to
Advisor arising out of or in connection with this Agreement or the
transactions contemplated by this Agreement.
3.3 Authorization. The Purchaser is the authorized agent of ACADIA
NATIONAL HEALTH SYSTEMS, INC. When executed and delivered by Purchaser, this
Agreement will constitute the valid and legally binding obligation of
Purchaser and the Estate.
3.4 Accredited Investor. The Purchaser, which has been designated
in Section 1.2 hereof as the ultimate purchaser of the Shares, are not each an
"accredited investor" as is defined in Rule 501(a)(3) promulgated under the
1933 Securities Act.
4. Conditions Precedent to Obligation and Duty of Purchaser to Acquire
the Shares. The obligation and duty of Purchaser to purchase from the Seller
the Shares as contemplated by this Agreement are subject to the fulfillment
and satisfaction at the Closing Time of each of the following conditions
precedent, any or all of which may be waived in whole or in part at or prior
to the Closing Time by Purchaser:
4.1. All representations and warranties of Seller contained in this
Agreement and expressly made at the Closing Time shall be true and correct at
the Closing Time, and all of the other representations and warranties of the
Seller contained in this Agreement shall be true and correct at the Closing
Time as though each of such representations and warranties was made at such
time.
4.2. The Seller shall have performed and complied with all covenants
and agreements on Seller's part required by this Agreement to be performed or
complied with prior to or at the Closing Time.
4.3. Seller specifically represents and warrants that:
<PAGE>
4.3.1. When issued, sold, transferred and delivered to
Purchaser the Shares will be fully paid and non-assessable, free and clear of
all mortgages, pledges, liens, security interests, conditional sale
agreements, charges, encumbrances and, except as provided by this Agreement,
restrictions of every nature.
4.3.2. Except as set forth on Schedule A to this Agreement,
Seller does not know of any material action, suit, proceeding or investigation
pending or threatened against the Seller or affecting the Seller or any of its
assets.
4.3.3. To the best knowledge of Seller, the issuance, sale,
transfer and delivery of the Shares pursuant to the provisions of this
Agreement will not constitute a violation or breach of any agreement,
stipulation, order, writ, injunction or decree applicable to the Seller.
5. Securities Act of 1933 ("Act")
5.1 Investment Representations.
(a) This Agreement is made with Purchaser in reliance upon its
representations to the Seller and to the Company, which by its acceptance
hereof Purchaser hereby confirms, that the Shares to be received will be
acquired by the Purchaser for investment for an indefinite period for their
own account, and not with a view to the sale or distribution of any part
thereof in violation of the Act, and that the Purchaser has no present
intention of selling or otherwise distributing the same without full
compliance with the rules and regulations promulgated under the Act. By
executing this Agreement, Purchaser further represents that to the best of its
knowledge the Purchaser does not have any existing contract undertaking,
agreement or arrangement with any person to sell to such person any of the
Shares.
(b) Purchaser understands that the one hundred fifty-six thousand
(156,000) Shares sold and delivered to Purchaser by Seller are restricted
shares, and are not being registered under the Act on the ground that the sale
provided for in this Agreement is exempt pursuant to Section 4(1) and 4(2) of
the Act and Regulation D thereunder, and that the Seller's reliance on such
exemption is predicated on Purchaser's representations set forth herein.
(c) Purchaser acknowledges that in no event can the Purchaser make
a disposition of any of the Shares, unless either such Shares are sold by
Purchaser pursuant to Rule 144 under the Act, or such Shares shall have been
registered under the Act, or Purchaser shall have furnished the Company with
an opinion of counsel reasonably satisfactory to the Company to the effect
that such disposition will not require registration of such securities under
the Act under the circumstances of such disposition.
<PAGE>
(d) Purchaser represents that to the best of its knowledge
Purchaser is able to fend for itself in the transactions contemplated by this
Agreement, has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of its investment, has the
ability to bear the economic risks of its investment and has been furnished
with and has had access to such information as would be made available in the
form of a registration statement together with such additional information as
is necessary to verify the accuracy of the information supplied and to have
all questions which have been asked by the Purchaser answered by the Seller
and/or by the Company.
(e) Purchaser acknowledges that Purchaser understands that if a
registration statement covering the Shares under the Act is not in effect when
it desires to sell any of the Shares, Purchaser may be required to hold such
Shares for an indeterminate period. Purchaser also acknowledges that it and
Purchaser understands that any sale of the Shares which might be made by it in
reliance upon Rule 144 under the Act may be made only in limited amounts in
accordance with the terms and conditions of that rule.
(f) In making its decision to purchase the Shares herein subscribed
for, Purchaser has relied solely upon independent investigations made by
Purchaser or its duly appointed and qualified Purchaser Representative.
Purchaser is not relying on the Seller or the Company, or any person connected
with the Seller or the Company with respect to the tax, securities and other
economic considerations involved in this investment.
(g) Purchaser acknowledges that no representations or warranties
have been made to Purchaser by the Seller or any officer, employee, agent,
affiliate or any other person connected with the Seller.
(h) Purchaser acknowledges, represents, agrees and is aware that
the representations, warranties, agreements, undertakings and acknowledgments
made by Purchaser in this Agreement are made with the intent that they be
relied upon by the Seller in determining Purchaser's suitability as a
purchaser of the Shares, and shall survive its purchase of the Shares. In
addition, Purchaser undertakes to notify the Seller immediately of any change
in any representation, warranty or other information relating to Purchaser set
forth herein.
<PAGE>
5.2 Legends. All certificates for the Shares shall bear substantially
the following legend:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED BY THE PURCHASER
FOR INVESTMENT PURPOSES. SAID SHARES MAY NOT BE SOLD OR TRANSFERRED UNLESS
(A) THEY ARE SOLD PURSUANT TO RULE 144 OF THE ACT, OR (B) THEY HAVE BEEN
REGISTERED UNDER SAID ACT, OR (C) THE TRANSFER AGENT IS PRESENTED WITH A
WRITTEN OPINION SATISFACTORY TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER THE CIRCUMSTANCES OF SUCH SALE OR
TRANSFER."
6. Conditions to Obligations at Closing.
The obligations of each party under this Agreement are subject to the
representations and warranties of the other party contained herein being true
on and as of the Closing, and the other party having performed and complied
with all agreements and conditions contained herein required to be performed
or complied with by them on or before the Closing.
7. Miscellaneous
7.1 Agreement is Entire Contract. Except as specifically referenced
herein, this Agreement constitutes the entire contract between the parties
hereto concerning the subject matter hereof and no party shall be liable or
bound to the other in any manner by any warranties, representations or
covenants except as specifically set forth herein. Any previous agreement
among the parties related to the transactions described herein is superseded
hereby. The terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective successors and assigns of the parties
hereto, expressly including the Purchaser. Nothing in this Agreement, express
or implied, is intended to confer upon any party, other than the parties
hereto, and their respective successors and assigns, any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided herein.
7.2 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Maine.
7.3 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
<PAGE>
7.4 Title and Subtitles. The titles of the paragraphs and subparagraphs
of this Agreement are for convenience and are not to be considered in
construing this Agreement.
7.5 Notices. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery or
upon deposit in the United States Post Office, by registered or certified
mail, addressed to a party at its address hereinafter shown below its
signature or at such other address as such party may designate by ten (10)
days' advance written notice to the other party.
7.6 Survival of Warranties. The warranties and representations of the
Seller and Purchaser contained in or made pursuant to this Agreement shall
survive the execution and delivery of this Agreement and the Closing
hereunder.
SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first written above.
SELLER:
ESTATE OF THOMAS N. HACKETT
BY______________________________
ELAINE H. HACKETT,
Personal Representative
Address:
C/O Skelton, Taintor & Abbott, P.A.
95 Main Street
P.O. Box 3200
Auburn, Maine 04240
PURCHASER:
By:_____________________________
PAUL W. CHUTE
Acadia National Health Systems, Inc.
Title: Chief Executive Officer
Address:
460 Main Street
Lewiston, Maine 04240
<PAGE>
By:_____________________________
JACQUELYN J. MAGNO
Acadia National Health Systems, Inc.
Title: VP and Secretary
Address:
460 Main Street
Lewiston, Maine 04240
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:
82,875 to Paul W. Chute
RFD #1, Box 2740
Buckfield, ME 04220
73,125 to Jacquelyn J. Magno
124 Fairway Drive
Auburn, ME 04240
10,000 to Daniel L. Barnett
RFD Box 2600
New Vineyard, ME 04956
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: July 29, 1997.
ESTATE OF THOMAS N. HACKETT
By:_____________________________
ELAINE H. HACKETT,
PERSONAL REPRESENTATIVE
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:
July 29, 1997
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 166,000 common shares from
the Estate of Thomas N. Hackett to Paul W. Chute,
Jacquelyn J. Magno and Daniel L. Barnett
Ladies and Gentlemen:
This office represents Acadia National Health Systems, Inc. ("Acadia").
I am in receipt of various communications from the Estate of Thomas N. Hackett
relating to the proposed transfer of 166,000 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 166,000 shares
of common stock owned by the Estate of Thomas N. Hackett 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.
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 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.
<PAGE>
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: Elaine N. Hackett
Bryan M. Dench, Esq.
Paul W. Chute, CEO
Jacquelyn J. Magno
Daniel L. Barnett
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT is made as of July 29, 1997 by and
between PEACOCK HILL FARM LIMITED LIABILITY COMPANY ("LLC", hereinafter
sometimes referred to as "Seller"), and PAUL W. CHUTE and JACQUELYN J. MAGNO
(hereinafter collectively referred to as the "Purchaser" and/or "Investor").
WITNESSETH:
The LLC wants to sell, and the Purchaser wants to purchase Acadia
National Health Systems, Inc. ("Acadia" or the "Company") common stock (the
"Shares" or the "Acadia Common Stock") held by the LLC as follows:
Two million three hundred twenty-six thousand (2,326,000) shares of the Acadia
Common Stock, no par value, of the Company held by the LLC for the
consideration and upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purchase and Sale
1.1 Sale and Delivery of the Shares. Subject to the terms and
conditions of this Agreement hereinafter set forth, the Purchaser agrees to
purchase at the Closing, and the Seller agrees to sell and deliver to the
Purchaser at the Closing, the Shares at a purchase price of one hundred
eighteen thousand three hundred fourteen dollars and eighty-seven cents
($118,314.87) (the "Purchase Price") in cash, which represents a purchase
price of $.05086624 per share for each of the Shares described above.
1.2 Closing. The purchase and sale of the Shares shall take place at
the offices of Skelton, Taintor and Abbott, 95 Main Street, P.O. Box 3200,
Auburn, Maine 04212-3200, at 2:00 p.m. on July 29, 1997, or at such other time
and place as the Seller and the Purchaser mutually agree upon (which time and
place are designated the "Closing" and/or "Closing Time").
<PAGE>
At the Closing, the Seller shall execute stock transfer assignments and
instructions, to be forwarded to American Securities Transfer, Inc. (the
"Transfer Agent"), whose corporate address is 938 Quail Street, Suite 101,
Lakewood, Colorado 80215-5513, to allow for delivery to the Purchaser a
certificate or certificates, in the following amount to the following
designated Purchaser:
$ Amount Paid No. of Shares Received
PAUL W. CHUTE $ 62,854.77 1,235,687.5
JACQUELYN J. MAGNO $ 55,460.10 1,090,312.5
The Purchaser shall deliver to Seller at Closing a certified check or
other instrument by means reasonably acceptable to Seller in the amount of
$118,314.87
1.3 Price Discount. Seller acknowledges that it is selling the Shares
at a price below the current market value for the Shares quoted on the
Over-the-Counter ("OTC") Electronic Bulletin Board, and agrees that such
discount in price is due to substantial blocks of shares being sold to
Purchaser.
2. Representations and Warranties of Seller. Seller represents and
warrants to Purchaser as follows:
2.1. The Seller is, and at the Closing Time will be, authorized to
transfer two million three hundred twenty-six thousand (2,326,000) shares of
the Acadia Common Stock. Seller has in possession, and, except as hereinafter
set forth in this Section 2.2, at the Closing Time will have in possession,
fully paid and non-assessable, 2,326,000 shares of the Acadia Common Stock.
2.2. When sold, transferred and delivered to Purchaser upon payment
of the Purchase Price therefor, the Shares will be fully paid and
non-assessable, free and clear of all mortgages, pledges, liens, security
interests, conditional sale agreements, charges, encumbrances and, except as
provided by this Agreement, restrictions of every nature. The Shares are, and
when sold, transferred and delivered to Purchaser under this Agreement will
be, duly and validly admitted to listing on the Over-the-Counter ("OTC")
Electronic Bulletin Board.
2.2.2. Except as set forth in Schedule A, there has been, and
prior to the Closing Time there will be, no material adverse change,
individually or in the aggregate, in the LLC's condition (financial or
otherwise) or in the LLC's assets, liabilities or business.
<PAGE>
2.2.3. There has been, and prior to the Closing Time there will
be, no damage, destruction or loss or other events or conditions of any
character, or any pending litigation or threatened developments, individually
or in the aggregate, which would materially and adversely affect the LLC's
condition (financial or otherwise) or the LLC's assets, liabilities or
business.
2.3. Except as set forth in Schedule A attached hereto and
incorporated by reference herein, there is, and at the Closing Time there will
be, no material action, suit, proceeding or investigation pending or, to the
knowledge of the LLC, threatened, against or affecting the LLC or any of its
assets. The LLC is not, and at the Closing Time will not be, in default under
or with respect to any judgment, order, writ, injunction or decree of any
court or of any federal, state, municipal or other governmental authority,
department, commission, board, agency or other instrumentality. The LLC has,
and at the Closing Time will have, complied in all material respects with all
laws, rules, regulations and orders applicable to it; has, and at the Closing
Time will have, performed in all material respects all of its material
obligations and duties to be performed by it to the extent required in
accordance with their respective terms; and is not, and at the Closing Time
will not be, in default under or in material breach of any material contract,
agreement, commitment or other instrument to which it is subject or a party or
under which it is bound.
2.4. The Seller has not, and at the Closing Time will not have,
incurred any liability, obligation or duty for any finder's, agent's or
broker's fee or commission in connection with this Agreement or the
transactions contemplated hereby.
2.5. The LLC, pursuant to the power and authority legally vested in
it, has duly authorized the execution and delivery of this Agreement by the
LLC, the stock transactions hereby contemplated, and no action, confirmation
or ratification by other parties to the LLC or by any other person, entity or
governmental authority is required in connection therewith. The LLC has the
power and authority to execute and deliver this Agreement, to consummate the
transactions hereby contemplated and to take all other actions required to be
taken by it pursuant to the provisions hereof. The LLC has taken all actions
required by law, or otherwise to authorize the execution and delivery of this
Agreement and the sale, transfer and delivery of the Shares pursuant to the
provisions hereof. This Agreement is valid and binding upon the LLC in
accordance with its terms. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will
constitute a violation or breach of any agreement, stipulation, order, writ,
injunction, decree, law, rule or regulation applicable to the LLC.
2.6. Neither this Agreement nor any written information, statement,
list or certificate furnished or to be furnished to Purchaser pursuant to this
Agreement or in connection with this Agreement or any of the transactions
contemplated by this Agreement contains or, at the Closing Time, will contain
any untrue statement of a material fact or omits or, at the Closing Time, will
omit to state a material fact necessary in order to make the statements
contained therein, in light of the circumstances in which they are made, not
misleading.
<PAGE>
3. Representations and Warranties of Purchaser. Purchaser represents and
warrants to Seller as follows:
3.1. The Purchaser has duly authorized the execution and delivery of
this Agreement by Purchaser and the transactions hereby contemplated, and no
action, confirmation or ratification by the Purchaser or by any other person,
entity or governmental authority is required in connection therewith.
Purchaser has the power and authority to execute and deliver this Agreement,
to consummate the transactions hereby contemplated and to take all other
actions required to be taken by it pursuant to the provision, hereof.
Purchaser has taken all actions required by law, or otherwise to authorize the
execution and delivery of this Agreement. This Agreement is valid and binding
upon Purchaser in accordance with its terms. Neither the execution and
delivery of this Agreement nor the consummation of said transactions will
constitute any violation or breach of the Purchaser, or any order, writ,
injunction, decree, law, rule or regulation applicable to Purchaser.
3.2. Purchaser is not, and at the Closing Time will not be, liable
or obligated to pay any finder's, agent's or broker's fee or commission to
Advisor arising out of or in connection with this Agreement or the
transactions contemplated by this Agreement.
3.3 Authorization. The Purchaser is the authorized agent of ACADIA
NATIONAL HEALTH SYSTEMS, INC. When executed and delivered by Purchaser, this
Agreement will constitute the valid and legally binding obligation of
Purchaser and the LLC.
3.4 Accredited Investor. The Purchaser, which has been designated
in Section 1.2 hereof as the ultimate purchaser of the Shares, are not each an
"accredited investor" as is defined in Rule 501(a)(3) promulgated under the
1933 Securities Act.
4. Conditions Precedent to Obligation and Duty of Purchaser to Acquire
the Shares. The obligation and duty of Purchaser to purchase from the Seller
the Shares as contemplated by this Agreement are subject to the fulfillment
and satisfaction at the Closing Time of each of the following conditions
precedent, any or all of which may be waived in whole or in part at or prior
to the Closing Time by Purchaser:
4.1. All representations and warranties of Seller contained in this
Agreement and expressly made at the Closing Time shall be true and correct at
the Closing Time, and all of the other representations and warranties of the
Seller contained in this Agreement shall be true and correct at the Closing
Time as though each of such representations and warranties was made at such
time.
4.2. The Seller shall have performed and complied with all covenants
and agreements on Seller's part required by this Agreement to be performed or
complied with prior to or at the Closing Time.
<PAGE>
4.3. Seller specifically represents and warrants that:
4.3.1. When issued, sold, transferred and delivered to
Purchaser the Shares will be fully paid and non-assessable, free and clear of
all mortgages, pledges, liens, security interests, conditional sale
agreements, charges, encumbrances and, except as provided by this Agreement,
restrictions of every nature.
4.3.2. Except as set forth on Schedule A to this Agreement,
Seller does not know of any material action, suit, proceeding or investigation
pending or threatened against the Seller or affecting the Seller or any of its
assets.
4.3.3. To the best knowledge of Seller, the issuance, sale,
transfer and delivery of the Shares pursuant to the provisions of this
Agreement will not constitute a violation or breach of any agreement,
stipulation, order, writ, injunction or decree applicable to the Seller.
5. Securities Act of 1933 ("Act")
5.1 Investment Representations.
(a) This Agreement is made with Purchaser in reliance upon its
representations to the Seller and to the Company, which by its acceptance
hereof Purchaser hereby confirms, that the Shares to be received will be
acquired by the Purchaser for investment for an indefinite period for their
own account, and not with a view to the sale or distribution of any part
thereof in violation of the Act, and that the Purchaser has no present
intention of selling or otherwise distributing the same without full
compliance with the rules and regulations promulgated under the Act. By
executing this Agreement, Purchaser further represents that to the best of its
knowledge the Purchaser does not have any existing contract undertaking,
agreement or arrangement with any person to sell to such person any of the
Shares.
(b) Purchaser understands that the two million three hundred
twenty-six thousand (2,326,000) Shares sold and delivered to Purchaser by
Seller are restricted shares, and are not being registered under the Act on
the ground that the sale provided for in this Agreement is exempt pursuant to
Section 4(1) and 4(2) of the Act and Regulation D thereunder, and that the
Seller's reliance on such exemption is predicated on Purchaser's
representations set forth herein.
(c) Purchaser acknowledges that in no event can the Purchaser make
a disposition of any of the Shares, unless either such Shares are sold by
Purchaser pursuant to Rule 144 under the Act, or such Shares shall have been
registered under the Act, or Purchaser shall have furnished the Company with
an opinion of counsel reasonably satisfactory to the Company to the effect
that such disposition will not require registration of such securities under
the Act under the circumstances of such disposition.
<PAGE>
(d) Purchaser represents that to the best of its knowledge
Purchaser is able to fend for itself in the transactions contemplated by this
Agreement, has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of its investment, has the
ability to bear the economic risks of its investment and has been furnished
with and has had access to such information as would be made available in the
form of a registration statement together with such additional information as
is necessary to verify the accuracy of the information supplied and to have
all questions which have been asked by the Purchaser answered by the Seller
and/or by the Company.
(e) Purchaser acknowledges that Purchaser understands that if a
registration statement covering the Shares under the Act is not in effect when
it desires to sell any of the Shares, Purchaser may be required to hold such
Shares for an indeterminate period. Purchaser also acknowledges that it and
Purchaser understands that any sale of the Shares which might be made by it in
reliance upon Rule 144 under the Act may be made only in limited amounts in
accordance with the terms and conditions of that rule.
(f) In making its decision to purchase the Shares herein subscribed
for, Purchaser has relied solely upon independent investigations made by
Purchaser or its duly appointed and qualified Purchaser Representative.
Purchaser is not relying on the Seller or the Company, or any person connected
with the Seller or the Company with respect to the tax, securities and other
economic considerations involved in this investment.
(g) Purchaser acknowledges that no representations or warranties
have been made to Purchaser by the Seller or any officer, employee, agent,
affiliate or any other person connected with the Seller.
(h) Purchaser acknowledges, represents, agrees and is aware that
the representations, warranties, agreements, undertakings and acknowledgments
made by Purchaser in this Agreement are made with the intent that they be
relied upon by the Seller in determining Purchaser's suitability as a
purchaser of the Shares, and shall survive its purchase of the Shares. In
addition, Purchaser undertakes to notify the Seller immediately of any change
in any representation, warranty or other information relating to Purchaser set
forth herein.
<PAGE>
5.2 Legends. All certificates for the Shares shall bear substantially
the following legend:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED BY THE PURCHASER
FOR INVESTMENT PURPOSES. SAID SHARES MAY NOT BE SOLD OR TRANSFERRED UNLESS
(A) THEY ARE SOLD PURSUANT TO RULE 144 OF THE ACT, OR (B) THEY HAVE BEEN
REGISTERED UNDER SAID ACT, OR (C) THE TRANSFER AGENT IS PRESENTED WITH A
WRITTEN OPINION SATISFACTORY TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER THE CIRCUMSTANCES OF SUCH SALE OR
TRANSFER."
6. Conditions to Obligations at Closing.
The obligations of each party under this Agreement are subject to the
representations and warranties of the other party contained herein being true
on and as of the Closing, and the other party having performed and complied
with all agreements and conditions contained herein required to be performed
or complied with by them on or before the Closing.
7. Miscellaneous
7.1 Agreement is Entire Contract. Except as specifically referenced
herein, this Agreement constitutes the entire contract between the parties
hereto concerning the subject matter hereof and no party shall be liable or
bound to the other in any manner by any warranties, representations or
covenants except as specifically set forth herein. Any previous agreement
among the parties related to the transactions described herein is superseded
hereby. The terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective successors and assigns of the parties
hereto, expressly including the Purchaser. Nothing in this Agreement, express
or implied, is intended to confer upon any party, other than the parties
hereto, and their respective successors and assigns, any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided herein.
7.2 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Maine.
7.3 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
<PAGE>
7.4 Title and Subtitles. The titles of the paragraphs and subparagraphs
of this Agreement are for convenience and are not to be considered in
construing this Agreement.
7.5 Notices. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery or
upon deposit in the United States Post Office, by registered or certified
mail, addressed to a party at its address hereinafter shown below its
signature or at such other address as such party may designate by ten (10)
days' advance written notice to the other party.
7.6 Survival of Warranties. The warranties and representations of the
Seller and Purchaser contained in or made pursuant to this Agreement shall
survive the execution and delivery of this Agreement and the Closing
hereunder.
SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first written above.
SELLER:
PEACOCK HILL FARM
LIMITED LIABILITY COMPANY
BY______________________________
ELAINE H. HACKETT,
Sole Managing Member
Address:
C/O Skelton, Taintor & Abbott, P.A.
95 Main Street
P.O. Box 3200
Auburn, Maine 04240
PURCHASER:
By:_____________________________
PAUL W. CHUTE
Acadia National Health Systems, Inc.
Title: Chief Executive Officer
Address:
460 Main Street
Lewiston, Maine 04240
<PAGE>
By:_____________________________
JACQUELYN J. MAGNO
Acadia National Health Systems, Inc.
Title: VP and Secretary
Address:
460 Main Street
Lewiston, Maine 04240
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:
1,235,687 to Paul W. Chute
RFD #1, Box 2740
Buckfield, ME 04220
1,090,313 to Jacquelyn J. Magno
124 Fairway Drive
Auburn, ME 04210
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: July 29, 1997.
PEACOCK HILL FARM
LIMITED LIABILITY COMPANY
By:_____________________________
ELAINE H. HACKETT,
SOLE MANAGING MEMBER
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:
July 29, 1997
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 2,326,000 common shares from
Peacock Hill Farm, L.L.C. to Paul W. Chute and
Jacquelyn J. Magno
Ladies and Gentlemen:
This office represents Acadia National Health Systems, Inc. ("Acadia").
I am in receipt of various communications from Peacock Hill Farm, L.L.C.
relating to the proposed transfer of 2,326,000 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 2,326,000
shares of common stock owned by Peacock Hill Farm, L.L.C. 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.
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 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.
<PAGE>
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: Bryan M. Dench, Esq.
Paul W. Chute, CEO
ACADIA NATIONAL HEALTH SYSTEMS, INC.
Board of Directors' Resolution Authorizing
Borrowing from a Bank and the Establishment
of a Line of Credit
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned, being all of the Directors of ACADIA NATIONAL HEALTH SYSTEMS,
INC. (hereinafter referred to as "ACADIA" or the "Corporation") do hereby
waive any and all notice that may be required to be given with respect to a
meeting of the Directors of the Corporation and do hereby unanimously take,
ratify, confirm and approve the following action, as of July 24, 1997:
WHEREAS, this Corporation is in need of funds for its corporate purposes
and the officers of this Corporation have arranged for financial
accommodations from NORTHEAST BANK FSB (hereinafter referred to as the
"Bank"), whose address is 232 Center Street, Auburn, ME 04210, upon terms and
conditions satisfactory to such officers and to this Board.
RESOLVED: That this Corporation borrow from the Bank funds up to but not
exceeding the principal amount of One Hundred Thousand Dollars ($100,000) and
establish a lines of credit from the Bank up to but not exceeding Four Hundred
Thousand Dollars ($400,000) and Two Hundred Fifty Thousand Dollars ($250,000),
respectively (hereinafter referred to as the "Loan" or "Loans"), and that the
Chief Executive Officer or Treasurer of the Corporation be and such officers
are hereby authorized and empowered in the name of and on behalf of the
Corporation (a) to execute, acknowledge and deliver to the Bank the promissory
note or notes or other instruments of this Corporation evidencing any such
Loan or Loans or any extensions or renewals thereof, maturing upon such date
or dates, bearing interest at such rate or rates, in such form, and containing
such terms and conditions as may be agreed upon by the Bank and said officers,
the execution, acknowledgment and delivery of any such promissory note or
notes or other instruments by such corporate officers to be conclusive
evidence of such agreement.
RESOLVED: That said officers be and they are hereby authorized and
empowered in the name of and on behalf of this Corporation to execute,
acknowledge and deliver to the Bank a Loan Agreement, a Security Agreement and
a Collateral Assignment of Company Assets in connection with such Loan or
Loans containing such terms, conditions, covenants and agreements of this
Corporation as may be agreed upon by the Bank and said officers, the
execution, acknowledgment and delivery of any such security agreement by such
corporate officers to be conclusive evidence of such agreement.
<PAGE>
RESOLVED: That for action of the Bank in reliance thereon, the
Secretary of this Corporation be and is hereby authorized and empowered to
certify to the Bank a copy of these resolutions and that the Bank may consider
such officers to continue in office and these resolutions to remain in full
force and effect until written notice to the contrary shall be received by an
officer of the Bank.
RESOLVED: That the Chief Executive Officer of the Corporation be and is
hereby authorized and directed in the name of the Corporation and upon its
behalf to accept the Loan Documents and to execute, acknowledge, and deliver
the acceptance by the Corporation of such Loan Documents.
RESOLVED, that all other actions taken by the officers of the Corporation
since the date of the last Annual Minutes of the Board of Directors are hereby
ratified, approved and confirmed.
IN WITNESS WHEREOF, the undersigned Directors have evidenced their
approval of the above proceedings as of the date first above mentioned.
________________________________
PAUL W. CHUTE,
Chairman
________________________________
JACQUELYN J. MAGNO,
Secretary
DATED: July 24, 1997
July 24, 1997
VIA FEDERAL EXPRESS
Sterling G. Williams, Senior V.P.
Northeast Bank
232 Center Street
Auburn, ME 04210
Re: Opinion of Borrower's Counsel -
Letter re Term Loans, Section Legal Opinions
$400,000 Line of Credit
$100,000 Term Loan
$250,000 Line of Credit
(Community Living Options as co-borrowers)
Dear Mr. Williams:
Pursuant to the terms and conditions provided in your letters dated July
18, 1997, and in addition to all other requirements more fully described in
the loan documents between Northeast Bank (hereinafter referred to as
"Lender"), whose address is 232 Center Street, Auburn, Maine 04210, and Acadia
National Health Systems, Inc. (hereinafter referred to as "Borrower" or
"Acadia"), I hereby inform you as follows:
1. Acadia is a fully reporting, public corporation as
defined by Section 12(g) of the Securities Exchange Act of 1934,
duly organized and validly existing and in good standing under the
laws of the State of Colorado.
2. Acadia has all requisite corporate power to execute,
acknowledge and deliver the Loan Documents and to perform its
obligations therein.
<PAGE>
3. Acadia has duly and validly authorized the execution,
delivery, and performance of the Loan Documents and consummation of
the transactions contemplated thereby.
4. The Loan Documents have been duly executed,
acknowledged, and delivered by Acadia and are the legal, valid
and binding obligations of Acadia, each enforceable
against Acadia in accordance with its terms except as such
enforceability may be limited by general principles of equity,
bankruptcy, insolvency, moratorium and similar laws relating to
creditors' rights generally.
5. Acadia has taken all corporate action required in order
to authorize the execution of the Loan Documents.
6.The current officers and directors of Acadia, as set forth this 24th
day of 1997, are as follows:
Paul W. Chute,
CEO and Chairman of the Board
Jacquelyn J. Magno,
Vice President, Secretary and Director
Marise Lebel,
Treasurer
7. The authorized capital stock of Acadia consists of
50,000,000 shares of Common Stock, no par value, of which 3,733,987
shares are issued, and all of such issued shares have been duly and
validly authorized and issued and are fully paid and non-assessable.
8. To the best of my knowledge there are no litigation pro
ceedings, or governmental investigations or labor disputes pending
or threatened against or relating to Acadia, its assets, its
properties or businesses.
<PAGE>
9. As to such other matters incident to the issues
contemplated in connection with the pledging of assets by Acadia as
collateral for the loans (described more fully in the Loan
Documents,) I will provide to the Lender whatever further
documents and information the Lender may reasonably request.
Sincerely,
Mark T. Thatcher
Atty. Reg No. 25275
MTT/jet
cc: Paul W. Chute
Jacquelyn J. Magno
Bryan M. Dench, Esq.
Elaine H. Hackett
H. Kelly Matzen, Esq.
INDEMNIFICATION AGREEMENT
THIS AGREEMENT made this 29th day of July, 1997, by and between MARK T.
THATCHER and CHRISTOPHER O. WERNER (hereinafter collectively referred to as
"Thatcher and Werner" and/or the "Indemnifying Party"), whose address is 360
Thames Street, First Floor, Newport, Rhode Island, 02840, and the ESTATE OF
THOMAS N. HACKETT (hereinafter referred to as the "Estate" and/or the
"Indemnified Party"), whose administrative address is C/O Bryan M. Dench,
Esq., Skelton, Taintor & Abbott, 95 Main Street, Auburn, Maine 04212-3200;
WITNESSETH
Upon execution of the Closing documents and Exhibits attached hereto, the
transaction will be completed whereby the sale of One Hundred Fifty-Six
Thousand (156,000) shares of Acadia National Health Systems, Inc. (hereinafter
referred to as "Acadia") common stock and Seventy-three (73) shares of PRI,
Inc. (hereinafter referred to as "PRI") common stock is being purchased from
the Estate by several affiliates of the Company (including present officers
and directors.) The transaction is hereby consummated with the execution of
all documents set forth herein and attached hereto as Exhibits, and involves
the estate's beneficial ownership of shares of Acadia and PRI's common stock.
The sale is hereby made pursuant to Section 4(2) of the Securities Act of 1933
(the "Act") involving the sale of securities not to be made in any public
offering.
The Estate acknowledges that, prior to consummation of all transactions
represented by these closing documents, it was the majority shareholder of
Acadia National Health Systems, Inc. ("Acadia and/or the "Company"). The
Estate also acknowledges that it had no interest in continuing to control the
Board of Directors of the Company nor to retain the majority ownership of the
Company.
Thatcher and Werner acknowledge hereby that they will accept appointment
to the Board of Directors of Acadia and will also accept appointment by the
Interim Board to be officers of the Company. This appointment will
automatically assign "affiliate" status to both Thatcher and Werner and will
restrict all common equity holdings they have in the Company, pursuant to Rule
144 of the Act and Section 13 or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act").
<PAGE>
In order to provide further assurances to the Estate, and as part of the
negotiated sale of the Estate's controlling interest, Thatcher and Werner have
agreed to hold harmless and indemnify the Estate against any liability which
may arise out of the continued operation, development and expansion of Acadia.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
1. Indemnification: In consideration of the Estate appointing Thatcher and
Werner to serve as members of the Board of Directors of Acadia, and to induce
the consummation of the purchase and sale of the Estate's controlling interest
in Acadia to present officers of the Company, Thatcher and Werner hereby agree
to indemnify and hold harmless the Estate against any and all liability,
claims or causes of action whatsoever arising out of the continued operation,
development and expansion of Acadia, including reasonable attorneys fees and
costs incurred in defending any such claims or causes of action; provided,
however, that this indemnification shall not apply to any intentional acts
committed by the Estate, which are deemed by a court of law to have been
fraudulent or in breach of its fiduciary duty to Thatcher and Werner or the
officers and directors of the Company.
2. Insurance: Thatcher and Werner will insure the Estate by purchasing an
indemnity policy of insurance or bond which may be in the form of specific
directors and officers insurance ("D&O"). All policies shall be listed in
Schedule A attached hereto, and the policies and any proceeds received
thereunder shall be made payable to the Estate for the purposes of this
Agreement.
Thatcher and Werner shall have the right to take out insurance on the life of
any Shareholder whenever, in the opinion of either party, additional insurance
may be required to carry out the obligations under this Agreement.
Thatcher and Werner shall ensure payment of all premiums on insurance policies
taken out pursuant to this Agreement and shall give proof of payment to the
Estate within fifteen (15) days after a written request by the Estate or its
representative.
<PAGE>
3. Warranties/Representations:
(i) The Indemnifying Party hereby jointly and severally agrees to
indemnify the Estate and defend and hold it harmless from and against all
claims, damages, losses, costs, and expenses (including reasonable attorney
fees, court costs and other expenses incident to any proceeding, investigation
or any claim, including without limitation in any suit by the Estate against
the Indemnifying Party) attributable directly or indirectly to the breach by
the Indemnifying Party of any obligation hereunder or the inaccuracy of any
representation or warranty made by the Indemnifying Party herein or in any
instrument delivered pursuant hereto or in connection with the transactions
contemplated hereby, including, but not limited to, the Schedule.
(ii) A claim for indemnification shall be made only by the Estate
notifying the Indemnifying Party of the existence of the claim for which
indemnification is sought. The Estate shall thereafter be entitled, at its
option, to control, or participate in, any prosecution or defense relating to
such claim for indemnity (including without limitation decisions to settle or
appeal) through attorneys and agents of its choosing, all at the expense of
the Indemnifying Party (except in any suit by the Indemnifying Party against
the Estate). The results of any such prosecution or defense shall be binding
upon the Indemnifying Party and the Estate for purposes of resolving any claim
for indemnity.
(iii)Notwithstanding the foregoing, no new notice of claim for indemnity may
be given by the Estate after July 1, 2002; any claims for indemnity thereafter
are barred. Any claims for indemnity, or portions thereof, in excess of the
aggregate amount of proceeds received from the indemnity policy due to the
Indemnifying Party and the Estate shall be the joint and several
responsibility of the Indemnifying Party and paid to the Estate on demand.
The Indemnifying Party shall not be entitled to indemnity or contribution
from, or subrogation to or recovery against the Estate with respect to any
liability of the Indemnifying Party which may arise under this Agreement of
the transactions contemplated hereby.
<PAGE>
4. This Agreement shall bind upon and inure to the benefit of the heirs,
successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties have signed this Agreement this 29th day
of July, 1997.
INDEMNIFYING PARTY
By:______________________
MARK T. THATCHER
By:______________________
CHRISTOPHER O. WERNER
INDEMNIFIED PARTY
(ESTATE OF THOMAS N. HACKETT)
By:______________________
BRYAN M. DENCH,
Trustee
By:______________________
EARL B. AUSTIN,
Trustee
By:______________________
ELAINE H. HACKETT,
Personal Representative
INDEMNIFICATION AGREEMENT
THIS AGREEMENT made this 29th day of July, 1997, by and between MARK T.
THATCHER and CHRISTOPHER O. WERNER (hereinafter collectively referred to as
"Thatcher and Werner" and/or the "Indemnifying Party"), whose address is 360
Thames Street, First Floor, Newport, Rhode Island, 02840, and PEACOCK HILL
FARM LIMITED LIABILITY COMPANY (hereinafter referred to as the "LLC" and/or
the "Indemnified Party"), whose administrative address is C/O Bryan M. Dench,
Esq., Skelton, Taintor & Abbott, 95 Main Street, Auburn, Maine 04212-3200;
WITNESSETH
Upon execution of the Closing documents and Exhibits attached hereto, the
transaction will be completed whereby the sale of Two Million Three Hundred
Twenty-six Thousand (2,326,000) shares of Acadia National Health Systems, Inc.
(hereinafter referred to as "Acadia") common stock is being purchased from the
LLC by several affiliates of the Company (including present officers and
directors.) The transaction is hereby consummated with the execution of all
documents set forth herein and attached hereto as Exhibits, and involves the
estate's beneficial ownership of shares of Acadia common stock. The sale is
hereby made pursuant to Section 4(2) of the Securities Act of 1933 (the "Act")
involving the sale of securities not to be made in any public offering.
The LLC acknowledges that, prior to consummation of all transactions
represented by these closing documents, it was the majority shareholder of
Acadia National Health Systems, Inc. ("Acadia and/or the "Company"). The LLC
also acknowledges that it had no interest in continuing to control the Board
of Directors of the Company nor to retain the majority ownership of the
Company.
Thatcher and Werner acknowledge hereby that they will accept appointment
to the Board of Directors of Acadia and will also accept appointment by the
Interim Board to be officers of the Company. This appointment will
automatically assign "affiliate" status to both Thatcher and Werner and will
restrict all common equity holdings they have in the Company, pursuant to Rule
144 of the Act and Section 13 or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act").
<PAGE>
In order to provide further assurances to the LLC, and as part of the
negotiated sale of the LLC's controlling interest, Thatcher and Werner have
agreed to hold harmless and indemnify the LLC against any liability which may
arise out of the continued operation, development and expansion of Acadia.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
1. Indemnification: In consideration of the LLC appointing Thatcher and
Werner to serve as members of the Board of Directors of Acadia, and to induce
the consummation of the purchase and sale of the LLC's controlling interest in
Acadia to present officers of the Company, Thatcher and Werner hereby agree to
indemnify and hold harmless the LLC against any and all liability, claims or
causes of action whatsoever arising out of the continued operation,
development and expansion of Acadia, including reasonable attorneys fees and
costs incurred in defending any such claims or causes of action; provided,
however, that this indemnification shall not apply to any intentional acts
committed by the LLC, which are deemed by a court of law to have been
fraudulent or in breach of its fiduciary duty to Thatcher and Werner or the
officers and directors of the Company.
2. Insurance: Thatcher and Werner will insure the LLC by purchasing an
indemnity policy of insurance or bond which may be in the form of specific
directors and officers insurance ("D&O"). All policies shall be listed in
Schedule A attached hereto, and the policies and any proceeds received
thereunder shall be made payable to the LLC for the purposes of this
Agreement.
Thatcher and Werner shall have the right to take out insurance on the life of
any Shareholder whenever, in the opinion of either party, additional insurance
may be required to carry out the obligations under this Agreement.
Thatcher and Werner shall ensure payment of all premiums on insurance policies
taken out pursuant to this Agreement and shall give proof of payment to the
LLC within fifteen (15) days after a written request by the LLC or its
managing member.
<PAGE>
3. Warranties/Representations:
(i) The Indemnifying Party hereby jointly and severally agrees to
indemnify the LLC and defend and hold it harmless from and against all claims,
damages, losses, costs, and expenses (including reasonable attorney fees,
court costs and other expenses incident to any proceeding, investigation or
any claim, including without limitation in any suit by the LLC against the
Indemnifying Party) attributable directly or indirectly to the breach by the
Indemnifying Party of any obligation hereunder or the inaccuracy of any
representation or warranty made by the Indemnifying Party herein or in any
instrument delivered pursuant hereto or in connection with the transactions
contemplated hereby, including, but not limited to, the Schedule.
(ii) A claim for indemnification shall be made only by the LLC notifying
the Indemnifying Party of the existence of the claim for which indemnification
is sought. The LLC shall thereafter be entitled, at its option, to control,
or participate in, any prosecution or defense relating to such claim for
indemnity (including without limitation decisions to settle or appeal) through
attorneys and agents of its choosing, all at the expense of the Indemnifying
Party (except in any suit by the Indemnifying Party against the LLC). The
results of any such prosecution or defense shall be binding upon the
Indemnifying Party and the LLC for purposes of resolving any claim for
indemnity.
(iii)Notwithstanding the foregoing, no new notice of claim for indemnity may
be given by the LLC after July 1, 2002; any claims for indemnity thereafter
are barred. Any claims for indemnity, or portions thereof, in excess of the
aggregate amount of proceeds received from the indemnity policy due to the
Indemnifying Party and the LLC shall be the joint and several responsibility
of the Indemnifying Party and paid to the LLC on demand. The Indemnifying
Party shall not be entitled to indemnity or contribution from, or subrogation
to or recovery against the LLC with respect to any liability of the
Indemnifying Party which may arise under this Agreement of the transactions
contemplated hereby.
<PAGE>
4. This Agreement shall bind upon and inure to the benefit of the heirs,
successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties have signed this Agreement this 29th day
of July, 1997.
INDEMNIFYING PARTY
By:_____________________
MARK T. THATCHER
By:_____________________
CHRISTOPHER O. WERNER
INDEMNIFIED PARTY
(PEACOCK HILL FARM LIMITED LIABILITY COMPANY)
By:_____________________
ELAINE H. HACKETT,
Sole Managing Member
LEWISTON, Maine--(BW HealthWire)--July 31, 1997--
Acadia National Health Systems Inc. (OTC BB:ACAD) reported today that
its management team lead by Paul W. Chute, chief executive officer and
Jacquelyn J. Magno, vice president have acquired a controlling and
majority interest in the company.
Chute "intends to continue with the company's plan of consolidating through
acquisitions within the fragmented Physician Practice and Management
Consulting (PPMC) industry."
Acadia National Health Systems Inc. is a PPMC offering its clients business
management services that include doctor billing, operations financing,
accounting and practice management consulting. Acadia acquired assets of
Physician Resources Inc. (PRI) in September of 1996. PRI is a twenty-five
year old doctor billing company. Acadia was formed to utilize the PRI
assets to expand its multidimensional services nationally through
acquisitions and financing.
Chute has reported that, "Acadia has advanced acquisition discussions with
several East Coast doctor billing companies as well as two software
organizations, which if acquired will create both vertical and horizontal
integration of operations and technologies." The company has met with
several financial institutions to arrange a long term financial relationship
to assist the company in the consolidation of this industry.
CONTACT:
Acadia National Health Systems Inc.
Margaret Heath, 207/777-3423
KEYWORD: MAINE MASSACHUSETTS
BW1157 JUL 31,1997
