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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ACADIA GROUP, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
004040 101
(CUSIP Number)
MARK T. THATCHER, ESQ.
NADEAU &SIMMONS, P.C.
1250 Turks Head Building
Providence, Rhode Island 02903
(401) 272-5800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 22, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box |_|.
Check the following box if a fee is being paid with the statement |_|.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
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Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP No. 004040 101 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DOUGLAS FARRAGO
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) | |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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-------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
DOUGLAS FARRAGO
2,465,223
SHARES-------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY-------------------------------------------------
9 SOLE DISPOSITIVE POWER
DOUGLAS FARRAGO
2,465,223
REPORTING-------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,465,223
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
| |
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5988%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock of Acadia Group, Inc.,
a Colorado corporation (the "Company" or "Issuer"), which has its principal
corporate offices at 415 Rodman Road, Auburn, Maine 04210.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is being filed by Douglas Farrago, (the
"Shareholder").
(b) The business address of the Shareholder is C/O Acadia Group, Inc.
415 Rodman Road, Auburn, Maine 04210.
(c) The present principal occupation or employment of the
Shareholder, Douglas Farrago, is Executive VP, Medical Informatics of the
Issuer.
The following table sets forth the membership of the Shareholder and
ownership of his Acadia Group, Inc. common stock:
Beneficial Ownership.
PRINCIPAL STOCKHOLDERS
The following table sets forth the beneficial ownership of the ownership of
Acadia Group, Inc. ("Acadia" and/or "Registrant") outstanding common
stock on December 1, 1999 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:
Name Position Shares % Owned
- ----------------------- ---------------------------- ----------- --------
Emile L. Clavet Chairman of the Board 1,264,040 11.075%
79 Shepley Street
Auburn, ME 04210
Kevin B. Dean Board of Director, Secretary 1,264,040 11.075%
98 Davis Avenue Officer-Executive VP
Auburn, ME 04210 Business Development
and Treasurer
Douglas Farrago Board of Director, Member 2,465,223 21.600%
94 Shepley Street Officer-Executive VP
Auburn, ME 04210 Medical Informatics
Paul W. Chute Beneficial Owner 1,081,340 9.474%
76 N. Withman School Rd.
Buckfield, ME 04220
John W. Holt, Jr. Chief Executive Officer 190,000 1.664%
15 Birchwood Road and President
Cape Elizabeth, ME 04107
John F. Raden Executive Vice President 216,000 1.892%
RR1 Box 2309C Mergers and Acquisitions
Kingfield, ME 04947
Judith M. Brown Board of Director, Member 40,000 0.003%
1853 Mar West
Tiburon, CA 94920
John L. Crispin Board of Director, Member 68,000 0.005%
3 Pond Ridge Road
Lewiston, ME 04240
Richard H. Hooper Executive Vice President 177,000 1.550%
212 Hooper Ledge Road
South Paris, ME 04281
Margaret M. Heath Secretary 207,493 1.818%
357 Harris Hill Road
Poland, ME 04274
Jacquelyn J. Magno Beneficial Owner 785,350 6.881%
124 Fairway Drive
Auburn, ME 04210
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(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
The Shareholder holds the securities described herein in connection
with the original issuance of MedLecture.com, Inc., Common Stock,
subsequently exchanged with Issuer Common Stock, pursuant to the Articles
and Plan of Merger, attached as Exhibit 2.1 and 2.2 of the Issuer's Form
8-K filed with the Securities and Exchange Commission ("SEC") and
incorporated herein by reference.
On November 19, 1999, Acadia Group, Inc. ( "Registrant"), formerly known as
Acadia National Health Systems, Inc., entered into a Plan of Merger
(the "Plan") whereby MedLecture.com, Inc., a Maine corporation
(hereinafter referred to as "Disappearing Corporation" or "MED"), was merged
into WorldLecture.com, Inc., a wholly-owned subsidiary of the Company
(hereinafter referred to as "Surviving Corporation" or "WORLD"); and whereby
the Company issued shares of its common stock, on a pro rata basis, to the
shareholders of MED, equal in the number to the number of shares of common
stock of the Company outstanding immediately prior to the Merger, plus
un-issued shares designated for use under employment agreements, or other
similar contractual agreements, whether verbal or written, or designated for
issuance to the Company's employees, agents, or third parties.
The Plan contemplated a series of transactions which resulted in a change of
control of the Company. The transactions included:
(i) the election of eight (8) members to the Company's Board of Directors for
a three-year term, as more fully described in the Company's Restated and
Amended Articles of Incorporation and Bylaws;
(ii) the Restatement and Amendment of Articles of Incorporation and Bylaws of
the Company reflecting the Name Change from Acadia National Health
Systems, Inc. to Acadia Group, Inc. and eradication of "Shark Repellant"
provisions set forth at Article VII; and
(iii) the approval of the transfer of assets of Acadia National Health Systems,
Inc., which are used or useful in the operation of its business management
services business to a wholly-owned subsidiary; the approval of the name
change of the subsidiary to Acadia National Health Systems, Inc.; and the
authorization of the officers of the parent and subsidiary to execute any
and all documents necessary or appropriate to accomplish the foregoing,
including without limitation the execution of documents of assignment and
collateral security documents.
In conjunction with completion of the transactions contemplated by the Plan,
the current directors and officers of the Company joined the in-coming
directors, and will appoint successors as designated by the Restated
and Amended Articles of Incorporation.
The Plan was approved by the Company's Board of Directors and the Company's
stockholders prior to closing thereunder.
The Company's business activities are now conducted through WORLD and an
additional wholly-owned subsidiary to be named "Acadia National Health
Systems, Inc". Although the Company has adopted the assumed name of
"Acadia Group, Inc.", the Plan required the Company to take the steps
necessary to restate and amend its Articles of Incorporation in order to
formally change its corporate name to "Acadia Group, Inc."
ITEM 4. PURPOSE OF TRANSACTION
The Shareholder holds the Common Stock as a control person and
affiliate of the Issuer.
(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.
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(c) The Shareholder does not have any plans or proposals that relate
to or would result in a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries.
(d) The Shareholder does not have any plans or proposals that relate
to or would result in any change in the present board of directors or
management of the Company, including any plans or proposals to change the
number or term of directors or to fill any existing open vacancies on the
board.
(e) The Shareholder does not have any plans or proposals that relate
to or would result in any material change in the present capitalization or
dividend policy of the Company.
(f) The Shareholder does not have any plans or proposals that relate
to or would result in any other material change in the Company's business or
corporate structure.
(g) The Shareholder does not have any plans or proposals that relate
to or would result in changes in the Company's charter or bylaws or other
actions which may impede the acquisition of control of the Company by any
person.
(h) The Shareholder does not have any plans or proposals that relate
to or would result in causing a class of securities of the Company to be
de-listed from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association.
(i) The Shareholder does not have any plans or proposals that relate
to or would result in a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Act.
(j) The Shareholder does not have any plans or proposals that relate
to or would result in any action similar to any of those enumerated above.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Shareholder beneficially owns 2,465,223 shares of Common Stock,
representing 21.5988% of the total issued and outstanding shares of Common
Stock. The Shareholder has sole power to direct the vote of these shares
and sole power to direct the disposition of such shares.
(a) Number of Shares and Percentage of Common Stock Owned as of
the date of this filing:
Name Position Shares % Owned
- ----------------------- ---------------------------- ----------- --------
Douglas Farrago Board of Director, Member 2,465,223 21.600%
94 Shepley Street Officer-Executive VP
Auburn, ME 04210 Medical Informatics
(b) The Shareholder, Douglas Farrago, 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.
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(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS OR UNDERTAKINGS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Shareholder beneficially owns 2,465,223 shares of Common Stock of the
Company, representing 21.5988% of the total issued and outstanding shares
of Common Stock of the Company. The Shareholder has the authority to vote
or direct the vote of the Shareholder's shares of Common Stock of the
Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable
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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: December 6, 1999
/s/ Douglas Farrago
DOUGLAS FARRAGO
