<PAGE>
Registration No. 333-9347
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
GRAHAM-FIELD HEALTH PRODUCTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 11-2578230
(State or other (I.R.S. Employer
jurisdiction Identification No.)
of incorporation or
organization)
400 Rabro Drive East
Hauppauge, New York 11788
(516) 582-5900
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Irwin Selinger
Chairman of the Board and
Chief Executive Officer
Graham-Field Health Products, Inc.
400 Rabro Drive East
Hauppauge, New York 11788
(516) 582-5900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Richard S. Kolodny
Vice President, General Counsel
Graham-Field Health Products, Inc.
400 Rabro Drive East
Hauppauge, New York 11788
(516) 582-5900
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
The Registration hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
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<TABLE>
<CAPTION>
GRAHAM-FIELD HEALTH PRODUCTS, INC.
Registration Statement Regulation S-K
Item Number and Caption Item No. Location in Prospectus
----------------------- -------------- ----------------------
<S> <C> <C>
1. Forepart of the Registration
Statement and Outside Front Cover
Page of Prospectus. . . . . . . . . . . . . . 501(a) Cover Page of Registration
Statement
(b) This Cross-Reference Sheet
(c) Inside Front Cover
2. Inside Front and Outside Back . . . . . . . . . 502(a) Inside Front Cover
Cover Pages of Prospectus (b) Not Applicable
(c) Inside Front Cover
(d) Not Applicable
(e)-(g) Not Applicable
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges . . . . . . . . . . . . . . . . . . . 503(a) Prospectus Summary
(b) Prospectus Summary; The
Company
(c) Not Applicable
(d) Not Applicable
4. Use of Proceeds . . . . . . . . . . . . . . . . 504 Use of Proceeds
5. Determination of Offering Price . . . . . . . . 505 Not Applicable
6. Dilution. . . . . . . . . . . . . . . . . . . . 506 Not Applicable
7. Selling Security Holders. . . . . . . . . . . . 507 Selling Stockholders
8. Plan of Distribution. . . . . . . . . . . . . . 508(a)-(b) Not Applicable
(c)-(d) Plan of Distribution
(e)-(j) Not Applicable
9. Description of Securities to be
Registered. . . . . . . . . . . . . . . . . . 202 Not Applicable
10. Interests of Named Experts and
Counsel . . . . . . . . . . . . . . . . . . . 509 Not Applicable
11. Material Changes Material Changes
Legal Proceedings
12. Incorporation of Certain Information
by Reference. . . . . . . . . . . . . . . . . Incorporation of
Documents by Reference
13. Disclosure of Commission Position on
Indemnification for Securities
Act Liabilities . . . . . . . . . . . . . . . 510 Not Applicable
</TABLE>
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
PROSPECTUS
SUBJECT TO COMPLETION, DATED September __, 1996
GRAHAM-FIELD HEALTH PRODUCTS, INC.
50,000 SHARES
COMMON STOCK
________________________
All of the shares of the common stock, par value $.025 per share (the
"Common Stock") of Graham-Field Health Products, Inc. (the "Company"), offered
hereby are being sold by the holders of the Common Stock named herein under
"Selling Stockholders" (the "Selling Stockholders"). The outstanding Common
Stock of the Company is, and the Common Stock offered hereby will be, listed on
the New York Stock Exchange (the "NYSE"). On September 23, 1996, the last
reported sale price of the Common Stock on the NYSE was $7.00 per share.
The Company will not receive any of the proceeds from the sale of the
Common Stock. Any or all of such Common Stock covered by this Prospectus may be
sold, from time to time, by means of ordinary brokerage transactions or
otherwise. See "Plan of Distribution."
________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
________________________
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute any offer to sell or the
solicitation of any offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
________________________
The date of this Prospectus is September __, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 and at its regional offices at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at 75 Park
Place, New York, New York 10007. Copies of such materials can be obtained from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, on payment of prescribed charges. Such reports, proxy
statements and other information concerning the Company can also be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
The Company has filed with the Commission a registration statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the shares of Common Stock,
$.025 par value, of the Company (the "Common Stock") offered hereby. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which have been omitted in accordance with the rules
and regulations of the Commission, and the exhibits relating thereto, which have
been filed with the Commission. Copies of the Registration Statement and the
exhibits are on file at the offices of the Commission and may be obtained upon
payment of the fees prescribed by the Commission, or examined without charge at
the public reference facilities of the Commission described above.
________________________
No person is authorized in connection with the offering made hereby to
give any information or to make any representation not contained or incorporated
by reference in this Prospectus, and any information or representation not
contained or incorporated herein must not be relied upon as having been
authorized by the Company, the Selling Stockholders set forth under "Selling
Stockholders" or any underwriter. This Prospectus does not constitute an offer
to sell or a solicitation of any offer to buy by any person in any jurisdiction
in which it is unlawful for such person to make such an offer or solicitation.
Neither the delivery of this Prospectus at any time nor any sale made hereunder
shall under any circumstance imply that the information herein is correct as of
any date subsequent to the date hereof.
- 2 -
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1996;
(c) The Company's Proxy Statement dated as of May 13, 1996;
(d) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1996, as amended;
(e) The Company's Current Report on Form 8-K dated as of
September 3, 1996 (Date of Event: September 3, 1996);
(f) The Company's Current Report on Form 8-K dated as of
September 17, 1996 (Date of Event: September 4, 1996).
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing
such documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein, or in any other
subsequently filed document that also is incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will furnish, without charge, to any person to whom a copy
of this Prospectus is delivered, including any beneficial owner, upon such
person's written or oral request, a copy of any and all of the information filed
by the Company that has been incorporated by reference in this Prospectus (not
including exhibits to the information that is incorporated by reference herein
unless such exhibits are specifically incorporated by reference in such
information). Requests for such copies should be directed to the Company at 400
Rabro Drive East, Hauppauge, New York 11788, Attention Corporate Secretary
(telephone number (516) 582-5900).
- 3 -
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more
detailed information appearing elsewhere in this Prospectus.
The Company . . . . . . . . . . Graham-Field Health Products, Inc.
and its wholly owned subsidiaries
(collectively, the "Company") manu-
facture, market and distribute medi-
cal, surgical and a broad range of
other health care products for hos-
pital, physician and home use. The
Company markets and distributes ap-
proximately 23,000 products under
its own brand names and under
suppliers' names. The Company's
products are marketed to approxi-
mately 15,000 customers, principally
hospital, physician and home health
care dealers, health care product
wholesalers and retailers, including
drug stores, and home shopping re-
lated businesses.
Common Stock Offered. . . . . . Up to 50,000 shares by the Selling
Stockholders.
Offering Price. . . . . . . . . All or a part of the shares of Com-
mon Stock offered hereby by the
Selling Stockholders may be sold
from time to time in amounts and on
terms to be designated by the Sell-
ing Stockholders at the time of sale
or in the open market on the New
York Stock Exchange.
Common Stock Outstanding. . . . 14,209,805 shares of Common Stock.
Selling Stockholders. . . . . . Tyler E. Schueler
John D. Shepherd
New York Stock Exchange
Symbol. . . . . . . . . . . . . GFI.
Use of Proceeds The Company will not receive any of
the proceeds from the sale by the
Selling Stockholders of the shares
of the Common Stock offered hereby.
- 4 -
<PAGE>
THE COMPANY
The Company and its wholly owned subsidiaries (collectively, the
"Company") manufacture, market and distribute medical, surgical and a broad
range of other health care products for hospital, physician and home use. The
Company markets and distributes approximately 23,000 products under its own
brand names and under suppliers' names. The Company's products are marketed to
approximately 15,000 customers, principally hospital, nursing home, physician
and home health care dealers, health care product wholesalers and retailers,
including drug stores, and home-shopping related businesses. During the five
years ended December 31, 1995, the number of products offered by the Company
expanded from approximately 14,000 to approximately 23,000. The expansion of
the number of products offered is primarily the result of an increase in the
number of distributorship agreements with suppliers and acquisitions of other
companies and product lines.
The Company's principal products and product lines include sphygmoma-
nometers (blood pressure measuring devices), stethoscopes, ECG instruments,
electronic thermometers, infrared heat treatment devices, durable medical
equipment (such as ambulatory aids, bathroom safety equipment and wheelchairs),
adult incontinence products, nutritional supplements, specialty cushions and
mattresses for the treatment and prevention of pressure sores, medicated and
rubber elastic bandages, respiratory equipment and supplies, urologicals, ostomy
products, infection control products, first aid supplies, laboratory supplies,
antiseptics and topical anesthetics and sterile disposable medical products. By
offering a wide range of products from a single source, the Company enables its
customers to reduce their costs associated with purchasing, including transac-
tion, freight and inventory expenses.
On May 31, 1991, the Company acquired 90% of the outstanding stock of
Horizon International Health Care, Inc., formerly known as AquaTherm Products
Corporation ("Aquatherm"), a manufacturer and distributor of deodorizers, and
pressure control products for the treatment or prevention of decubitus ulcers
(pressure sores). The Company acquired the remaining 10% of the outstanding
stock of AquaTherm on June 11, 1991. The total purchase price for the outstand-
ing stock of AquaTherm was $2,356,000. In connection with the acquisition of
AquaTherm, the Company entered into certain Stock Option Agreements with each of
Tyler E. Schueler and John D. Shepherd (collectively, the "Selling Stockhold-
ers") dated as of May 31, 1991 (collectively, the "Stock Option Agreements"),
pursuant to which each of the Selling Stockholders was granted a stock option to
purchase 25,000 shares of the Common Stock at an exercise price equal to the
fair market value of the Common Stock on the date of grant.
- 5 -
<PAGE>
The Company was organized under the laws of the State of Delaware on
April 6, 1981 under the name, Patient Technology, Inc. On May 27, 1988, the
Company changed its name to Graham-Field Health Products, Inc. Except where the
context otherwise requires, the word "Company" as used herein includes all of
its subsidiaries. The Company's executive offices are located at 400 Rabro
Drive East, Hauppauge, New York 11788 and its telephone number is (516) 582-
5900.
- 6 -
<PAGE>
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale by the
Selling Stockholders of the Shares of the Common Stock Offered hereby.
- 7 -
<PAGE>
SELLING STOCKHOLDERS
The Selling Stockholders acquired 50,000 shares of the Common Stock
offered hereby from the Company in connection with the exercise as of May 31,
1996, of certain stock options granted to each of the Selling Stockholders
pursuant to the Stock Option Agreements. The Company has agreed to register the
Common Stock offered hereby, and may from time to time supplement or amend this
Prospectus, as required, to provide other information with respect to the
Selling Stockholders.
On May 31, 1991, the Company entered into certain consulting agree-
ments with each of the Selling Stockholders for a term of three (3) years.
Under the consulting agreements, each of the Selling Stockholders was paid an
annual consulting fee of $25,000 for services rendered to the Company. The
consulting agreements expired in accordance with their terms.
The table set forth below contains certain information regarding
ownership of the Company's Common Stock by the Selling Stockholders. The
Selling Stockholders may offer all or part of the Common Stock which they hold
pursuant to the offering contemplated by this Prospectus and because their
offering is not being underwritten on a firm commitment basis no estimate can
be given as to the amount of the Common Stock that will be held by Selling
Stockholders upon termination of this offering.
Percentage of
Shares Owned Shares Owned
Prior to Prior to Shares Being
Stockholder Offering Offering Offered
----------- ------------ ------------- ------------
Tyler E. Schueler 25,000 * 25,000
John D. Shepherd 25,000 * 25,000
------ ------
Total 50,000 * 50,000
------ ------
------ ------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* Less than one (1) percent.
- 8 -
<PAGE>
PLAN OF DISTRIBUTION
The Company will not receive any of the proceeds from the sale by the
Selling Stockholders of the Common Stock offered hereby. Any or all of the
shares of Common Stock may be sold from time to time (i) to or through under-
writers or dealers, (ii) directly to one or more other purchasers, (iii) through
agents on a best-efforts basis, or (iv) through a combination of any such
methods of sale. The Selling Stockholders and any such underwriters, dealers or
agents that participate in the distribution of the Common Stock may be deemed to
be underwriters within the meaning of the Securities Act, and any profit on the
sale of the Common Stock by them and any discounts, commissions or concessions
received by them may be deemed to be underwriting discounts and commissions
under the Securities Act. The Common Stock may be sold from time to time in one
or more transactions at a fixed offering price, which may be changed, or at
varying prices determined at the time of sale or at negotiated prices. Such
prices will be determined by the Selling Stockholders or by an agreement between
the Selling Stockholders and underwriters or dealers. Brokers or dealers acting
in connection with the sale of Common Stock contemplated by this Prospectus may
receive fees or commissions in connection therewith.
At the time a particular offer of Common Stock is made, to the extent
required, a supplement to this Prospectus will be distributed which will
identify and set forth the aggregate number of shares of Common Stock being
offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriter for
Common Stock purchased from the Selling Stockholders, any discounts, commissions
and other items constituting compensation from the Selling Stockholders and/or
the Company and any discounts, commissions or concessions allowed or reallowed
or paid to dealers, including the proposed selling price to the public. Such
supplement to this Prospectus and, if necessary, a post-effective amendment to
the Registration of which this Prospectus is a part, will be filed with the
Commission to reflect the disclosure of additional information with respect to
the distribution of the Common Stock.
The outstanding Common Stock is, and the Common Stock offered hereby
will be, listed on the NYSE.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Common Stock may not simultaneously
engage in market making activities with respect to the Common Stock for a period
of nine business days prior to the commencement of such distribution. In
addition and with limiting the foregoing, the Selling Stockholders and any
person participating in the distribution of the Common Stock will be subject to
- 9 -
<PAGE>
applicable provisions of the Exchange Act and the rules and regulations thereun-
der, including without limitation rules 10b-6 and 10b-7, which provisions may
limit the timing of purchases and sales of the Common Stock by the Selling
Stockholders or any such other person.
In order to comply with certain states' securities laws, if applica-
ble, the Common Stock will be sold in such jurisdictions only through registered
or licensed brokers or dealers. In certain states the Common Stock may not be
sold unless it has been registered or qualified for sale in such state, or
unless an exemption from registration or qualification is available.
Pursuant to an agreement with the Selling Stockholders, the Company
has agreed to file the Registration Statement of which the Prospectus is a part
with the Commission and use its best efforts to have it declared effective.
Under the terms of the agreement with the Selling Stockholders, the Company has
agreed to use its best efforts to keep such Registration Statement continuously
effective for a period of up to one year from the date the Registration State-
ment is first declared effective by the Commission.
Pursuant to the agreement with the Selling Stockholders, the Selling
Stockholders have agreed to pay any and all expenses incident to the performance
of or compliance with such agreement including, among other things, registration
and filing fees, fees and expenses incurred in connection with compliance with
securities or blue sky laws of the applicable states, fees and disbursements of
counsel and independent public accountants for the Company, the fees and
disbursements of counsel to the Selling Stockholders, underwriting discounts and
commissions, and transfer taxes, if any.
- 10 -
<PAGE>
LEGAL MATTERS
The legality of the issuance of the Common Stock offered hereby will
be passed upon for the Company by The Law Firm of Robert E. Lesser.
- 11 -
<PAGE>
EXPERTS
The consolidated financial statements and schedule of Graham-Field
Health Products, Inc. (the "Company") appearing in the Company's Annual Report
(Form 10-K) for the year ended December 31, 1995, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements and schedule are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.
- 12 -
<PAGE>
LEGAL PROCEEDINGS
On May 21, 1996, the Company was sued by Minnesota Mining & Manufac-
turing Company ("3M") in a claim purportedly arising under federal, state and
common law trademark, false advertising, and unfair competition laws, as well as
for breach of, and interference with, contracts. 3M alleges that the Company is
selling 3M products in violation of federal and state law, and seeks monetary
damages in an unspecified amount, as well as injunctive relief against the
Company's continued sale of 3M products. The claim was filed in the Southern
District of New York. The Company vigorously denies the allegations of 3M's
complaint, and has filed an answer denying the allegations of wrongdoing and
asserting affirmative defenses. In addition, the Company has asserted counter-
claims against 3M under federal antitrust laws, as well as an unfair competition
claim.
In June 1996, the Company was sued in a purported class action
captioned KAUFFMAN V. HOGG in Delaware Chancery Court arising out of the
Company's announced proposed acquisition of Everest & Jennings. The Complaint
alleges that the Company aided and abetted breaches of fiduciary duty on the
part of Everest & Jennings' controlling stockholder and its directors in
connection with their negotiation of the proposed transaction. Plaintiff, a
stockholder at Everest & Jennings purports to seek to enjoin the transaction, or
alternatively, rescission, or an award of compensatory or rescissory damages.
The Company believes that it has valid defenses to the Complaint's allegations
of wrongdoing, and intends to vigorously defend the lawsuit.
- 13 -
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
An itemized statement of the estimated amount of all expenses in
connection with the distribution of the securities registered hereby is as
follows:
Securities and Exchange Commission
registration fee. . . . . . . . . . . . . . . . . . . . . . . . $ 138
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . 7,600
Accounting fees and expenses. . . . . . . . . . . . . . . . . . . 5,000
Transfer Agent's fees . . . . . . . . . . . . . . . . . . . . . . -0-
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . 2,000
---------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,738
---------
---------
___________________
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware General Corporation Law, a corpora-
tion may indemnify any of its directors and officers against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding (i) if such person acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the corporation and
(ii) in connection with any criminal action or proceeding if such person had no
reasonable cause to believe such conduct was unlawful. In actions brought by or
in the right of the corporation, however, Section 145 provides that no indemni-
fication may be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation only to the
extent that, the Court of Chancery of the State of Delaware or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Article V of the Company's By-laws requires that the Company indemnify its
directors and officers for certain liabilities incurred in the performance of
their duties on behalf of the Company to the fullest extent permitted or
required by the Delaware General Corporation Law.
The Company's Certificate of Incorporation, as amended, provides that
directors of the Company shall not be personally
II-1
<PAGE>
liable to the Company or to its stockholders for monetary damages for (i) any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) any act or omission where the liability of
the director is expressly provided for by certain statutes listed therein or
(iv) any transaction for which the director derived an improper personal
benefit.
The Company has a directors and officers liability insurance policy in
effect which covers certain claims against any officer or director of the
Company by reason of certain breaches of duty, neglect, errors or omissions
committed by such person in his capacity as an officer or director.
II-2
<PAGE>
ITEM 16. EXHIBITS
(a) Exhibits:
3.1 The Company's Certificate of Incorporation, as amended, is
incorporated by reference to Exhibit 3(1) to the Company's
Registration Statement on Form S-1, which was declared
effective with the Securities and Exchange Commission on
June 21, 1991 (File No. 33-40442).
3.2 The Company's By-Laws, as amended, are incorporated by
reference as an exhibit to the Company's Current Report on
Form 8-K dated as of July 14, 1995.
5.1 Opinion of The Law Firm of Robert E. Lesser.
24.1 Consent of Ernst & Young LLP, independent auditors.
24.3 Consent of The Law Firm of Robert E. Lesser (to be included
in the opinion filed as Exhibit 5.1).
25 Power of Attorney (included in the signature pages to this
Registration Statement).
II-3
<PAGE>
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securi-
ties Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions set forth in Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or control-
ling person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemni-
fication by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Securi-
ties Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously
II-4
<PAGE>
disclosed in the registration statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amend-
ment any of the securities being registered which remain unsold at the
termination of the offering.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Graham-
Field Health Products, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Hauppauge, New York on September 23, 1996.
GRAHAM-FIELD HEALTH PRODUCTS, INC.
By: s/Irwin Selinger
--------------------------------------------------
Irwin Selinger, Chairman of the
Board and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Irwin Selinger as his or her true and
lawful attorney-in-fact and agent, with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments and post-effective amendments to this Registration
Statement, and to file the same with all exhibits thereto, unto said attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the capaci-
ties indicated and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
s/Irwin Selinger Chairman of the Board and September 23, 1996
- ----------------------- Chief Executive Officer
Irwin Selinger (Principal Executive Officer
and Director)
s/Gary M. Jacobs Vice President/Finance and September 23, 1996
- ----------------------- Chief Financial Officer
Gary M. Jacobs (Principal Financial Officer)
II-6
<PAGE>
s/David P. Delaney
- ----------------------- Director September 23, 1996
David P. Delaney, Jr.
s/Harold Lazarus
- ----------------------- Director September 23, 1996
Dr. Harold Lazarus
s/Louis A. Lubrano
- ----------------------- Director September 23, 1996
Louis A. Lubrano
s/Andrew A. Giordano
- ----------------------- Director September 23, 1996
Andrew A. Giordano
s/Robert Spiegel
- ----------------------- Director September 23, 1996
Robert Spiegel
s/Steven D. Levkoff
- ----------------------- Director September 23, 1996
Steven D. Levkoff
s/Donald Press
- ----------------------- Director September 23, 1996
Donald Press
</TABLE>
II-7
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
3.1 The Company's Certificate of Incorporation, as amended, is
incorporated by reference to Exhibit 3(1) to the Company's
Registration Statement on Form S-1, which was declared effective
with the Securities and Exchange Commission on June 21, 1991 (File
No. 33-40442).
3.2 The Company's By-Laws, as amended, are incorporated by reference as
an Exhibit to the Company's Current Report on Form 8-K dated as of
July 14, 1995.
5.1 Opinion of The Law Firm of Robert E. Lesser, as to the validity of
securities being registered.
24.1 Consent of Ernst & Young LLP, independent auditors.
24.3 Consent of The Law Firm of Robert E. Lesser (included as
Exhibit 5).
25 Power of Attorney (included in the signature pages to this
Registration Statement).
<PAGE>
EXHIBIT 5.1
THE LAW FIRM OF
ROBERT E. LESSER
488 MADISON AVENUE
NEW YORK, NEW YORK 10022
September 19, 1996
Graham-Field Health Products, Inc.
400 Rabro Drive East
Hauppauge, New York 11788
Gentlemen:
You have requested our opinion, as counsel for Graham-Field Health
Products, Inc., a Delaware corporation (the "Company"), in connection with the
preparation and filing of a Registration Statement of the Company on Form S-3
(the "Registration Statement") for the registration of 50,000 shares (the
"Shares") of the common stock, par value $.025 per share, of the Company under
the Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to the offering of the Shares by certain selling stockholders (the
"Selling Stockholders") as described in the Registration Statement.
We have examined such records and documents and made such examination
of law as we have deemed relevant in connection with this opinion. Based upon
such examination, it is our opinion that:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Delaware.
2. The Shares proposed to be sold by the Selling Stockholders as
described in the Registration Statement have been duly authorized
and validly issued, and when sold as described in the
Registration Statement, will be fully paid and non-assessable.
<PAGE>
Graham-Field Health Products, Inc.
September 19, 1996
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Registration Statement. In so doing, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
THE LAW FIRM OF ROBERT E. LESSER
s/Robert E. Lesser
-----------------------------------
<PAGE>
EXHIBIT 24.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3) and related
Prospectus of Graham-Field Health Products, Inc. for the registration of
50,000 shares of its common stock and to the incorporation by reference
therein of our report dated March 8, 1996, 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,
1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Melville, New York
September 20, 1996
