PHC INC /MA/
8-K, 1997-10-03
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

              Current Report Pursuant to Section 13 or 15(d) of
                     The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):     September 28, 1997


                                    PHC, Inc.
            (Exact Name of Registrant as Specified in its Charter)

                                  Massachusetts 
                   (State of Incorporation or Organization)

0-23524                                                     04-260571    
(Commission File Number)                                  (I.R.S. Employer
                                                         Identification No.)


               200 Lake Street, Suite 102, Peabody, Massachusetts 01960 
             (Address of Principal Executive Offices) (Zip Code)


Registrant's telephone number, including area code:       (978) 536-2777     

<PAGE>



Item 5.  Other Events.

     On  September  28,  1997,  the  Class C  Common  Stock  of PHC,  Inc.  (the
"Company") was  automatically  canceled and retired.  The Company's  Articles of
Organization  and  prospectus  of March,  1994  provided that the Class C Common
Stock would have been converted into Class B Common Stock if the Company had met
an earnings  target of $4.0  million in net  profits  after taxes for the fiscal
year ending 1997. If the Company did not meet this earnings target,  the Class C
Common Stock would be retired on the 90th day after the end of the June 30, 1997
fiscal year.  Because the Company did not meet this earnings target, the Class C
Common Stock was canceled and retired on September 28, 1997.


                                  SIGNATURE


     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.


                                                    PHC, INC



Date:                                               By:  _____________________
                                                    Bruce A. Shear
                                                    President

DS1.366562.1



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