Registration No.
-------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GRAHAM-FIELD HEALTH PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 11-2578230
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 Rabro Drive East, Hauppauge, New York 11788
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(Address of Principal Executive Offices) (Zip Code)
Graham-Field Health Products, Inc. Incentive Program
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(Full title of the plan)
Irwin Selinger, Chairman of the Board,
and Chief Executive Officer
Graham-Field Health Products, Inc.
400 Rabro Drive East
Hauppauge, New York 11788
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(Name and address of agent for service)
(516) 582-5900
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(Telephone number, including area code, of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered(1) unit(2) price fee
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Common 600,000 $3.38 $2,028,000 $699.66
Stock, par
value $.025
per share
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate number of additional shares of Common Stock,
par value $.025 per share (the "Common Stock"), as may be
issuable pursuant to the anti-dilution provisions and other
provisions of the Incentive Program, as amended (the "Pro-
gram").
(2) Estimated solely for the purpose of calculating the regis-
tration fee in accordance with Rule 457(c) under the Securi-
ties Act of 1933. The proposed maximum offering price per
unit is based on the average of the high and low prices of
the Registrant's Common Stock on June 26, 1995 as reported
on the New York Stock Exchange, Inc.
- 2 -
<PAGE>
The Registration Statement on Form S-8 (the "Registra-
tion Statement") is being filed with respect to the registration
of 600,000 shares of Common Stock to be issued in accordance with
the terms and provisions of the Program. Prior to the effective
date of this Registration Statement, 1,500,000 shares of Common
Stock have been registered pursuant to effective Registration
Statements on Form S-8 (File Nos. 33-48860, 33-37179, and 33-
38656), which are incorporated herein by reference.
- 3 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, State of New York, on June 28, 1995.
GRAHAM-FIELD HEALTH PRODUCTS, INC.
By s/Irwin Selinger
--------------------------------
Irwin Selinger
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
s/Irwin Selinger Chairman of the June 28, 1995
-------------------- Board and Chief
Irwin Selinger Executive Officer
(Principal Executive
Officer and Director)
s/Gary M. Jacobs Vice President and June 28, 1995
-------------------- Chief Financial Officer
Gary M. Jacobs
s/Andrew A. Girodano Director June 28, 1995
--------------------
Andrew A. Giordano
s/Harold Lazarus Director June 28, 1995
--------------------
Dr. Harold Lazarus
s/Louis A. Lubrano Director June 28, 1995
--------------------
Louis A. Lubrano
s/Donald Press Director June 28, 1995
--------------------
Donald Press
s/Harvey P. Diamond Director June 28, 1995
--------------------
Harvey P. Diamond
s/Robert Spiegel Director June 28, 1995
--------------------
Robert Spiegel
s/Marcel Newfield Director June 28, 1995
--------------------
Marcel Newfield
- 4 -
<PAGE>
GRAHAM-FIELD HEALTH PRODUCTS, INC.
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
EXHIBIT INDEX
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
----------- ----------- --------
4 Incentive Program,
as amended 7
5 Opinion of Counsel to
Graham-Field Health
Products, Inc. 25
24.1 Consent of Ernst & Young LLP 26
24.2 Consent of Counsel to
Graham-Field Health
Products, Inc. *
-------------------------
* See Exhibit 5.
EXHIBIT NO. 4
GRAHAM-FIELD HEALTH PRODUCTS, INC.
INCENTIVE PROGRAM
The Incentive Program (the "Program") authorizes the
Compensation Committee (the "Committee") to provide directors,
officers and other key executive and management employees of
Graham-Field Health Products, Inc. and its subsidiaries (the
"Company") with certain rights to acquire shares of the Company's
common stock (the "Common Stock"). The Company believes that
this Program will cause those persons to contribute materially to
the growth of the Company, thereby benefitting its stockholders.
1. Administration.
--------------
The Program shall be administered and interpreted by
the Committee consisting of not less than three persons appointed
by the Board of Directors of the Company from among its members.
A majority of the directors serving on the Committee may so serve
only if each is not eligible and has not been eligible to receive
a discretionary Grant (as hereinafter defined) under the Program
or any previous incentive or option plans of the Company or its
subsidiaries for at least one year before his appointment and
will not be so eligible for three years following. The Committee
shall determine the fair market value of the Common Stock for
purposes of the Program. The Committee's decisions shall be
final and conclusive with respect to the interpretation and
administration of the Program and any Grant made under it.
<PAGE>
2. Grants.
------
Incentives under the Program shall consist of incentive
stock options, non-qualified stock options, stock appreciation
rights in tandem with stock options or freestanding, or
restricted stock grants (any of the foregoing, in any
combination, collectively, "Grants"). All Grants shall be
subject to the terms and conditions set out herein and to such
other terms and conditions consistent with this Program as the
Committee deems appropriate. The Committee shall approve the
form and provisions of each Grant. Grants under a particular
section of the Program need not be uniform, and Grants under two
or more sections may be combined in one instrument.
3. Eligibility for Grants.
----------------------
Grants may be made to any employee of the Company who
is an officer, director or other key executive, professional or
administrative employee ("Eligible Employee") or, pursuant to
Section 8 hereof, to directors of the Company who are not
officers or employees of the Company or any subsidiary of the
Company. The Committee shall select the persons to receive
Grants ("Grantees") from among the Eligible Employees and
determine the number of shares subject to any particular Grant.
4. Shares Available for Grant.
--------------------------
(a) Shares Subject to Issuance or Transfer.
--------------------------------------
Subject to adjustment as provided in Section 4(b), the aggregate
number of shares of Common Stock (the "Shares") that may be
issued or transferred under the Program is 900,000 Shares. The
Shares may be authorized but unissued Shares or Treasury Shares.
The number
<PAGE>
of Shares available for Grants at any given time shall be reduced
by the aggregate of all Shares previously issued or transferred
plus the aggregate of all Shares which may become subject to
issuance or transfer under then-outstanding and then-currently
exercisable Grants.
(b) Recapitalization Adjustment. If any subdivi-
---------------------------
sion or combination of shares of Common Stock or any stock
dividend, capital reorganization, recapitalization,
consolidation, or merger in which the Company is the surviving
corporation occurs after the adoption of the Program, the
Committee shall make such proportional adjustments as it
determines appropriate in the number of shares of Common Stock
that may be issued or transferred thereafter under Sections 4(a)
or 8 hereof. The Committee shall similarly adjust the number of
Shares subject to such Stock Option and Option Price in all
outstanding Grants made before the event within 60 days of the
event.
5. Stock Options.
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The Committee may grant options qualifying as incentive
stock options under the Internal Revenue Code of 1986, as amended
("Incentive Stock Options"), or non-qualified options not
entitled to special tax treatment under Section 422A of the
Internal Revenue Code of 1986 (the "Code"), as amended
(collectively, "Stock Options"). The following provisions are
applicable to Stock Options, including those granted pursuant to
Section 8 hereof:
(a) Exercise of Option. A Grantee may exercise a
------------------
Stock Option by delivering a notice of exercise to the Company,
<PAGE>
either with or without accompanying payment of the Option Price.
The notice of exercise, once delivered, shall be irrevocable.
(b) Satisfaction of Option Price. The Grantee
----------------------------
shall pay the Option Price in cash, or with the Committee's
permission, by delivering shares of Common Stock already owned by
the Grantee and having a fair market value on the date of
exercise equal to the Option Price, or a combination of cash and
Shares. The Grantee shall pay the Option Price not later than
thirty (30) days after the date of a statement from the Company
following exercise setting forth the Option Price, fair market
value of Common Stock on the exercise date, the number of shares
of Common Stock that may be delivered in payment of the Option
Price, and the amount of withholding tax due, if any. If the
Grantee fails to pay the Option Price within the thirty (30) day
period, the Committee shall have the right to take whatever
action it deems appropriate, including voiding the option
exercise. The Company shall not issue or transfer shares of
Common Stock upon exercise of a Stock Option until the Option
Price is fully paid.
(c) Share Withholding. With respect to any non-
-----------------
qualified option, the Committee may, in its discretion and
subject to such rules as the Committee may adopt, permit the
Grantee to satisfy, in whole or in part, any withholding tax
obligation which may arise in connection with the exercise of the
non-qualified option by electing to have the Company withhold
shares of Common Stock having a fair market value equal to the
amount of the withholding tax.
<PAGE>
(d) Price and Term. The exercise price per share
--------------
and term of the option shall be specified by the grant, as
limited by the provisions of paragraph 5(e) hereof, or Section 8,
below, if granted pursuant to such Section.
(e) Limits on the Incentive Stock Options. The
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aggregate fair market value of the stock covered by Incentive
Stock Options granted under the Program or any other stock option
plan of the Company or any subsidiary or parent of the Company
that become exercisable for the first time by any employee in any
calendar year shall not exceed $100,000. The aggregate fair
market value will be determined at the time of grant. The period
for exercise of an Incentive Stock Option shall not exceed ten
years from the date of the Grant (or five years if the Grantee is
also a 10% stockholder). The price at which Common Stock may be
purchased by the Grantee under an Incentive Stock Option ("Option
Price") shall be the fair market value (or 110% of the fair
market value if the Grantee is a 10% stockholder) of Common Stock
on the date of the Grant.
6. Stock Appreciation Right.
------------------------
The Committee may grant a Stock Appreciation Right
("SAR") either independently or in conjunction with any Stock
Option granted under the Program either at the time of grant of
the option or thereafter and may also grant an SAR with respect
to any outstanding option granted under a prior plan of the
Company ("Prior Stock Option"). The following provisions are
applicable to each SAR:
(a) Options to Which Right Relates. Each SAR
------------------------------
which is issued in conjunction with a Stock Option or Prior Stock
<PAGE>
Option shall specify the Stock Option or Prior Stock Option to
which the SAR is related, together with the Option Price and
number of option shares subject to the SAR at the time of its
grant.
(b) Requirement of Employment. An SAR may be
-------------------------
exercised only while the Grantee is in the employment of the
Company, except that the Company may provide for partial or
complete exceptions to this requirement as it deems equitable.
(c) Exercise. A Grantee may exercise an SAR in
--------
whole or in part by delivering a notice of exercise to the
Company, except that the Committee may provide for partial or
complete exceptions to this requirement as it deems equitable.
(d) Payment and Form of Settlement. If a Grantee
------------------------------
exercises an SAR which is issued in conjunction with a Stock
Option or Prior Stock Option, he shall receive the aggregate of
the excess of the fair market value of each share of Common Stock
with respect to which the SAR is being exercised over the Option
Price of each such share. Payment, in any event, may be made in
cash, Common Stock or a combination of the two, in the discretion
of the Committee. Fair market value shall be determined as of
the date of exercise.
(e) Expiration and Termination. Each SAR shall
--------------------------
expire on a date determined by the Committee at the time of
grant.
(f) If a Stock Option or Prior Option is
exercised in whole or in part, any SAR related to the Shares
purchased in connection with such exercise shall terminate
immediately.
7. Restricted Stock Grants.
-----------------------
<PAGE>
The Committee may issue or transfer shares of Common
Stock to a Grantee under a Restricted Stock Grant. Upon the
issuance or transfer, the Grantee shall be entitled to vote the
shares and to receive any dividends paid. The following
provisions are applicable to Restricted Stock Grants:
(a) Requirement of Employment. If the Grantee's
-------------------------
employment terminates during the period designated in the Grant
as the "Restriction Period", the Restricted Stock Grant
terminates and the shares of Common Stock must be returned
immediately to the Company. However, the Committee may provide
for partial or complete exceptions to this requirement as it
deems equitable.
(b) Restrictions of Transfer and Legend on Stock
--------------------------------------------
Certificate. During the Restriction Period, a Grantee may not
- -----------
sell, assign, transfer, pledge, or otherwise dispose of the
shares of Common Stock except to a Successor Grantee under
Section ll(a). Each certificate for shares issued or transferred
under a Restricted Stock Grant shall contain a legend giving
appropriate notice of the restrictions applicable to the Grant.
(c) Lapse of Restrictions. All restrictions
---------------------
imposed under the Restricted Stock Grant shall lapse upon the
expiration of the Restriction Period provided that all of the
conditions stated in Sections 7(a) and (b) have been met, as of
the date of such lapse. The Grantee shall then be entitled to
have the legend removed from the certificate.
8. Director Stock Options.
----------------------
<PAGE>
(a) Eligible Directors. All directors of the
------------------
Company shall be eligible to receive Stock Options pursuant to
this Section of the Program unless they are (1) employees of the
Company or (2) employees of any subsidiary of the Company. Any
or all powers vested in the Committee with respect to this
Section 8 of the Program, if the Board of Directors so directs,
may be exercised by any committee (the "Alternate Committee") of
two or more persons not eligible to receive Stock Options
pursuant to this Section 8 appointed the Board of Directors.
(b) Non-Qualified Options. All options granted
---------------------
under this Section 8 shall be non-qualified options not entitled
to special tax treatment under Section 422A of the Code.
(c) Grant of Options. Stock Options pursuant to
----------------
this Section shall be granted automatically on the date of
adoption of the Program unless options have previously been
granted during the calendar year of the adoption hereof pursuant
to the Director Stock Option Plan of the Company currently in
effect. Any options granted pursuant to such existing Director
Stock Option Plan shall be governed by the terms thereof. For
each calendar year following the adoption year of this Program,
options shall be granted automatically on January 2 (or if
January 2 is not a business day, on the next succeeding business
day) of each year beginning January 1 and ending December 31
("Program Year"). The number of Shares subject to Stock Options
granted pursuant to this Section 8 to any eligible director shall
be equal to the nearest number of whole shares determined in
accordance with the following formula:
<PAGE>
Annual Retainer Number
------------------------- = of
Fair Market Value - $2.00 Shares
"Annual Retainer" shall mean the dollar amount set by the Board
of Directors for the relevant Program Year, and shall include all
fees for attendance at meetings of the Board of Directors or any
committee of the Board of Directors or for any other services to
be provided to the Company. "Fair Market Value" shall mean the
fair market value of the Common Stock on January 2 of the applic-
able year, determined in accordance with Section 1 hereof.
Notwithstanding the foregoing, however, in no event shall the
number of Shares issuable pursuant to this Section 8 to any
director with respect to any Program Year exceed 5,000.
(d) Terms. Stock Options shall become
-----
exercisable on the date specified by the Committee or the
Alternate Committee in the instrument of Grant; provided,
however, that any Stock Option granted pursuant to this Section 8
shall become exercisable in full for a period of 90 days
following (1) the death of the director or retirement because of
total and permanent disability, or (2) a change in the control of
the Company, as such term is defined in Rule 405 under the
Securities Act of 1933. Stock Options granted pursuant to this
Section 8 shall terminate upon the expiration of ten (10) years
from the date upon which such options were granted (subject to
prior termination as hereinafter provided).
(e) Termination. All rights of a director in a
-----------
Stock Option granted pursuant to this Section 8, to the extent
<PAGE>
that it has not been exercised, shall terminate two years after
such director's termination as a director for any reason other
than removal for cause, in which latter event all options then
outstanding hereunder shall terminate immediately upon such
removal. Notwithstanding the foregoing, in the event of the
death of a director, his Stock Options outstanding pursuant to
this Section 8 shall terminate upon failure of the designated
representative to exercise the Stock Option in accordance with
paragraph 8(d). In the event of termination as a director for
any reason, that portion of an option which is attributable to a
portion of an Annual Retainer which would not have been earned
due to termination as a director or a change in a director's
membership on a committee(s) of the Board of Directors shall be
cancelled, as of the date of such termination.
Any Stock Option granted the director under this
Section 8 and outstanding on the date of his death may be
exercised by the personal representative of the director's will
in accordance with the laws of descent and distribution, at any
time prior to the specified expiration date of such option or the
period specified in paragraph 8(d) hereof, whichever is the first
to occur.
9. Amendment and Termination of the Program.
----------------------------------------
(a) Amendment. The Board of Directors may amend
---------
the Program except that it may not, with respect to Incentive
Stock Options granted hereunder, (i) increase the maximum number
of Shares in the aggregate which may be sold pursuant to such
options granted hereunder; (ii) change the manner of determining
the minimum option prices, other than to change the manner of
determining
<PAGE>
the fair market value of any Shares underlying the option to
conform to any than applicable provisions of the Internal Revenue
Code or regulations thereunder, (iii) increase the periods during
which such options may be granted or exercised or (iv) change the
employees or class of employees eligible to receive such options
hereunder. In any event, no termination, suspension,
modification or amendment of the Program may adversely affect the
rights of any Grantee without his consent.
(b) Termination of the Program. The Program
--------------------------
shall terminate on the tenth anniversary of its effective date
unless terminated earlier by the Board or unless extended by the
Board.
(c) Termination and Amendment of Outstanding
----------------------------------------
Grants. A termination or amendment of the Program that occurs
- ------
after a Grant is made shall not result in the termination or
amendment of the Grant unless the Grantee consents or unless the
Committee acts under Section lO(e). The termination of the
Program shall not impair the power and authority of the Committee
or the Alternate Committee with respect to outstanding Grants.
Whether or not the Program has terminated, an outstanding Grant
may be terminated or amended under Section 11(e) or may be
amended by agreement of the Company and the Grantee consistent
with the Program.
10. General Provisions.
------------------
(a) Prohibitions Against Transfer. Only a
-----------------------------
Grantee or his authorized representative may exercise rights
under a Grant. Such persons may not transfer those rights.
Except as
<PAGE>
otherwise expressly provided herein or in the instrument of
grant, when a Grantee dies, the personal representative or other
person entitled under a Prior Stock Option or a Grant under the
Program to succeed to the rights of the Grantee ("Successor
Grantee") may exercise the rights. A Successor Grantee must
furnish proof satisfactory to the Company of his or her right to
receive the Grant under the Grantee's will or under the
applicable laws of descent and distribution.
(b) Suitable Grants. The Committee may make a
---------------
Grant to an employee of another corporation who becomes an
Eligible Employee by reason of a corporate merger, consolidation,
acquisition of stock or property, reorganization or liquidation
involving the Company in substitution for a stock option, stock
appreciation right, performance award, or restricted stock grant
granted by such corporation ("Substituted Stock Incentive"). The
terms and conditions of the substitute Grant may vary from the
terms and conditions required by the Program and from those of
the Substituted Stock Incentives. The Committee shall prescribe
the exact provisions of the substitute Grants, preserving where
possible the provisions of the Substitute Stock Incentives. The
Committee shall also determine the number of shares of Common
Stock to be taken into account under Section 4.
(c) Subsidiaries. The term "subsidiary" means a
------------
corporation in which the Company owns directly or indirectly 50%
or more of the voting power.
(d) Fractional Shares. Fractional shares shall
-----------------
not be issued or transferred under a Grant, but the Committee or
<PAGE>
Subcommittee may pay cash in lieu of a fraction or round the
fraction.
(e) Compliance with Law. The Program, the
-------------------
exercise of Grants, and the obligations of the Company to issue
or transfer shares of Common Stock under Grants shall be subject
to all applicable laws and to approvals by any governmental or
regulatory agency as may be required. The Committee or
Subcommittee may revoke any Grant if it is contrary to law or
modify a Grant to bring it into compliance with any valid and
mandatory government regulation. The Committee or Subcommittee
may also adopt rules regarding the withholding of taxes on
payment to Grantees.
(f) Ownership of Stock. A Grantee or Successor
------------------
Grantee shall have no rights as a stockholder of the Company with
respect to any Shares covered by a Grant until the Shares are
issued or transferred to the Grantee or Successor Grantee on the
Company's books.
(g) No Right to Employment. The Program and the
----------------------
Grants under it shall not confer upon any Grantee the right to
continue in the employment of the Company or affect in any way
the right of the Company to terminate the employment of a Grantee
at any time.
(h) Effective Date of the Program. The Program
-----------------------------
shall become effective upon its approval by the Company's stock-
holders at the 1989 Annual Meeting of Stockholders, or any
adjournment of such Meeting.
<PAGE>
AMENDMENT NO. 1
TO THE
GRAHAM-FIELD HEALTH PRODUCTS, INC.
INCENTIVE PROGRAM
Amendment No. 1 dated as of June 8, 1990, to Graham-
Field Health Products, Inc.'s Incentive Program, as amended (the
"Incentive Program").
The Incentive Program is hereby amended as follows:
Under the heading "Shares Subject to Issuance or Transfer"
contained in Section 4 entitled "Shares Available for Grant," the
number "500,000" which appears on the second line of page 7 of
the Incentive Program is hereby deleted and replaced with the
number "900,000."
<PAGE>
AMENDMENT NO. 2
TO THE
GRAHAM-FIELD HEALTH PRODUCTS, INC.
INCENTIVE PROGRAM
Amendment No. 2 dated as of June 7, 1991, to Graham-
Field Health Products, Inc.'s Incentive Program, as amended (the
"Incentive Program").
The Incentive Program is hereby amended as follows:
1. Section 8(c) of the Incentive Program is hereby
amended to read in its entirety as follows:
"(c) Grant of Options. Any options granted
----------------
pursuant to the existing Director Stock Option Plan shall be
governed by the terms thereof. For each calendar year, options
shall be granted automatically on January 2 (or if January 2 is
not a business day, on the next succeeding business day) of each
year beginning January 1 and ending December 31 ("Program Year").
The number of Shares subject to Stock Options granted pursuant to
this Section 8 to any eligible director shall be equal to the
number of whole shares determined in accordance with the
following formula:
"Annual Retainer" Number
= of
-----------------
An Amount to be Fixed by the Shares
Members of the Board of
Directors Not Eligible
for Directors' Stock Options
The "Annual Retainer" shall be the dollar amount set for each
Program Year by the members of the Board of Directors not
eligible for Directors' Options, and shall include all fees for
attendance
<PAGE>
at meetings of the Board of Directors or any committee
of the Board of Directors or for any other services to be
provided to the Company. The members of the Board of Directors
not eligible for Directors' Options shall fix the amount of the
denominator for each Program Year. The purchase price of the
Shares will be equal to the fair market value of the Common Stock
on January 1 of the applicable year.
2. Section 5 of the Incentive Program is hereby
amended by adding the following Section 5(f) to read as follows:
(f) Restored Options. Stock options granted
----------------
under the Program may, with the Committee's permission, include
the right to acquire a restored option (a "Restored Option"). If
a stock option grant contains a Restored Option and if a Grantee
pays all or part of the Option Price of the stock option with
shares of Common Stock held by the Grantee, then upon exercise of
the stock option the Grantee shall be granted a Restored Option
to purchase, at the fair market value as of the date of the
Restored Option grant, the number of shares of Common Stock of
the Company equal to the sum of the number of whole shares used
by the Grantee in payment of the Option Price and the number of
whole shares, if any, withheld by the Company as payment for
withholding taxes. A Restored Option may be exercised between
the date of grant and the date of expiration, which will be the
same as the date of expiration of the stock option to which a
Restored Option is related."
<PAGE>
AMENDMENT NO. 3
TO THE
GRAHAM-FIELD HEALTH PRODUCTS, INC.
INCENTIVE PROGRAM
Amendment No. 3 dated as of June 11, 1992, to Graham-
Field Health Products, Inc.'s Incentive Program, as amended (the
"Incentive Program").
The Incentive Program is hereby amended as follows:
Under the heading "Shares Subject to Issuance or Transfer"
contained in Section 4 entitled "Shares Available for Grant," the
number "900,000" which appears on the second line of page 7 of
the Incentive Program is hereby deleted and replaced with the
number "1,500,000."
<PAGE>
AMENDMENT NO. 4
TO THE
GRAHAM-FIELD HEALTH PRODUCTS, INC.
INCENTIVE PROGRAM
Amendment No. 4 dated as of June 20, 1995, to Graham-
Field Health Products, Inc.'s Incentive Program, as amended (the
"Incentive Program").
The Incentive Program is hereby amended as follows:
Under the heading "Shares Subject to Issuance or Transfer"
contained in Section 4 entitled "Shares Available for Grant," the
number "1,500,000" which appears on the second line of page 7 of
the Incentive Program is hereby deleted and replaced with the
number "2,100,000."
EXHIBIT NO. 5
June 28, 1995
Graham-Field Health Products, Inc.
400 Rabro Drive East
Hauppauge, New York 11788
Re: Registration Statement on Form S-8
of Graham-Field Health Products, Inc.
-------------------------------------
Gentlemen:
I have acted as counsel to Graham-Field Health
Products, Inc., a Delaware corporation (the "Company"), in
connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about June 28,
1995, with respect to the registration under the Securities Act
of 1933, as amended (the "Act"), of an additional 600,000 shares
of Common Stock, par value $.025 per share, of the Company (the
"Common Stock"), to be issued outright or pursuant to options
under the terms and provisions of the Company's Incentive
Program, as amended (the "Program"), plus such additional number
of shares of Common Stock as may be issuable pursuant to the
anti-dilution and other provisions of the Program (collectively,
the "Anti-Dilution Shares"). As such counsel, I have made such
examination as I have deemed necessary for the purpose of this
opinion.
Based upon the foregoing, it is my opinion that the
600,000 shares of Common Stock and the Anti-Dilution Shares to be
issued by the Company pursuant to the terms and provisions of the
Program have been duly authorized, and when issued pursuant to
the terms and provisions of the Program, will be validly issued,
fully paid and non-assessable.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
Richard S. Kolodny
Vice President,
General Counsel
EXHIBIT NO. 24.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) for the registration of 600,000 shares of
common stock pertaining to the Incentive Program of Graham-Field
Health Products, Inc. of our report dated March 23, 1995, with
respect to the consolidated financial statements and schedule of
Graham-Field Health Products, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
June 27, 1995
