<PAGE> 1 of 11
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)
AUGUST 12, 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.)
<PAGE> 2 of 11
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).
<PAGE> 3 of 11
CUSIP No. 004042 10 7 13D
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PAUL W. CHUTE
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) |X|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
|_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
<PAGE> 4 of 11
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
PAUL W. CHUTE
1,318,562 (35.3%)
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY -------------------------------------------------
9 SOLE DISPOSITIVE POWER
PAUL W. CHUTE
1,318,562 (35.3%)
REPORTING -------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,318, 562 (35.3%)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
| |
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5 of 11
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
Jacquelyn J. Magno, Vice President and Secretary
Marise Lebel, Treasurer
Item 2. Identity and Background
(a) This Statement is being filed by PAUL W. CHUTE (the
"Shareholder").
(b) The business address of the Shareholder is 460 Main Street,
Lewiston, Maine 04240 and the residence of the Shareholder is RFD #1,
Box 2740, Buckfield, Maine 04220.
(c) The present principal occupation or employment of the
Shareholder, Paul W. Chute, is Chief Executive Officer, President and
Director of 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 final order 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 Tuesday, July 29, 1997, 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
commenced the purchase of beneficial ownership in the Issuer from Peacock
Hill Farm Limited Liability Company
<PAGE> 6 of 11
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:
Names of Persons Who Acquired Beneficial Ownership:
Paul W. Chute
RFD #1, Box 2740
Buckfield, ME 04220
Amount of Consideration Used by Such Person:
$ Amount Source
Paul W. Chute $203,945.32 Personal Funds
Basis of the Ownership:
Peacock Hill Farm
Limited Liability
Company
(Elaine H. Hackett,
Direct Ownership
and Sole Voting
Authority)
Previously Owned Sold to Paul W. Chute
2,509,000 Shares
(67.2%) of Class 1,235,687 Shares (33.1%)
Estate of
Thomas N. Hackett
(Elaine H. Hackett,
Personal
Representative)
Previously Owned Sold to Paul W. Chute
156,000 Shares
(4.2%) of Class 82,875 Shares (2.2%)
______________________________________________________________________________
______________________________________________________________________________
<PAGE> 7 of 11
The commencement of the purchase of beneficial ownership 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").
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.
Item 4. Purpose of Transaction
The Shareholder purchased the securities of the Issuer as an
affiliate of the Issuer and intends to continue with 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.
<PAGE> 8 of 11
(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 1,318,562 shares of Common Stock,
representing 35.3% 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.
<PAGE> 9 of 11
(a) Beneficial ownership of the Shareholder as of the date of this
filing:
Shares of Acadia Percent
Name and Common Stock of
Address Class
Paul W. Chute 1,318,562 35.3%
(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 1,318,562 shares of Common Stock
of the Company representing 35.3% of the total issued and outstanding shares
of Common Stock of the Company. In addition, the Shareholder is
Chairman of 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
<PAGE> 10 of 11
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.
<PAGE> 11 of 11
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: August 22, 1997
/s/ Mark T. Thatcher
MARK T. THATCHER, Filing Agent
Acadia National Health Systems, Inc.
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
