-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TS0vbvmWQE06bgzBT9PeRp1bw5G86eSO9cDwedKd39fUEx+rXHGqo1P76GiKhj/I GFQsu0RzaHaCdNLM6a69ug== 0001026491-97-000022.txt : 19970815 0001026491-97-000022.hdr.sgml : 19970815 ACCESSION NUMBER: 0001026491-97-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 19970927 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19970814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACADIA NATIONAL HEALTH SYSTEMS INC CENTRAL INDEX KEY: 0001026491 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 010509781 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28976 FILM NUMBER: 97660202 BUSINESS ADDRESS: STREET 1: 460 MAIN CITY: LEWISTON STATE: ME ZIP: 04240 BUSINESS PHONE: 207-784-9185 8-K 1 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) 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) 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"). 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. 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: 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. 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 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 EX-10.1 2 COMMON STOCK PURCHASE AGREEMENT 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: $ 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. 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: 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: 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. (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. 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. 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 By:_____________________________ JACQUELYN J. MAGNO Acadia National Health Systems, Inc. Title: VP and Secretary Address: 460 Main Street Lewiston, Maine 04240 EX-10.2 3 ASSIGNMENT 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: EX-10.3 4 OPINION OF COUNSEL 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. 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 EX-10.4 5 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"). 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. 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. 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. 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. (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. 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. 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 By:_____________________________ JACQUELYN J. MAGNO Acadia National Health Systems, Inc. Title: VP and Secretary Address: 460 Main Street Lewiston, Maine 04240 EX-10.5 6 ASSIGNMENT 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: EX-10.6 7 OPINION OF COUNSEL 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. 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 EX-20.1 8 BOARD OF DIRECTORS' RESOLUTION 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. 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 EX-20.2 9 OPINION OF BORROWER'S COUNSEL 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. 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. 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. EX-20.3 10 INDEMNIFICATION AGREEMENT 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"). 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. 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. 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 EX-20.4 11 INDEMNIFICATION AGREEMENT 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"). 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. 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. 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 EX-99.1 12 PRESS RELEASE 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 -----END PRIVACY-ENHANCED MESSAGE-----