<PAGE>
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.
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(516) 582-5900
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
Common 900,000 $ 8.5938 $ 7,734,420 $ 2,667.00
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 "Program").
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities 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 November 26, 1996 as reported on
the New York Stock Exchange, Inc.
-2-
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The Registration Statement on Form S-8 (the "Registration Statement")
is being filed with respect to the registration of 900,000 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, 2,100,000 shares of
Common Stock have been registered pursuant to effective Registration Statements
on Form S-8 (File Nos. 33-48860, 33-37179, 33-38656, and 33-60679), 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 November 27, 1996.
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 November 27, 1996
- ---------------------- Board and Chief
Irwin Selinger Executive Officer
(Principal Executive
Officer and Director)
s/Gary M. Jacobs Vice President and November 27, 1996
- ---------------------- Chief Financial Officer
Gary M. Jacobs
s/Andrew A. Giordano Director November 27, 1996
- ----------------------
Andrew A. Giordano
s/Harold Lazarus Director November 27, 1996
- ----------------------
Dr. Harold Lazarus
s/Louis A. Lubrano Director November 27, 1996
- ----------------------
Louis A. Lubrano
s/Donald Press Director November 27, 1996
- ----------------------
Donald Press
s/Robert Spiegel Director November 27, 1996
- ----------------------
Robert Spiegel
s/David P. Delaney, Jr. Director November 27, 1996
- -----------------------
David P. Delaney, Jr.
s/Steven D. Levkoff Director November 27, 1996
- -----------------------
Steven D. Levkoff
s/Rodney F. Price Director November 27, 1996
- -----------------------
Rodney F. Price
s/Bevil J. Hogg Director November 27, 1996
- -----------------------
Bevil J. Hogg
-4-
<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
23.1 Consent of Ernst & Young LLP 26
23.2 Consent of Counsel to
Graham-Field Health
Products, Inc. *
- ------------------------
* See Exhibit 5.
<PAGE>
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 subdivision 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.
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, either with or without
accompanying payment of the Option
<PAGE>
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 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:
<PAGE>
(a) OPTIONS TO WHICH RIGHT RELATES. Each SAR which is issued in
conjunction with a Stock Option or Prior Stock 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. A 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 a 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 a
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
<PAGE>
purchased in connection with such exercise shall terminate immediately.
7. RESTRICTED STOCK GRANTS.
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
<PAGE>
date of such lapse. The Grantee shall then be entitled to have the legend
removed from the certificate.
8. DIRECTOR STOCK OPTIONS.
(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
<PAGE>
Section 8 to any eligible director shall be equal to the nearest number of whole
shares determined in accordance with the following formula:
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 applicable 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
<PAGE>
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 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.
<PAGE>
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 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
<PAGE>
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 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
<PAGE>
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 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
<PAGE>
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 stockholders 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."
<PAGE>
AMENDMENT NO. 5
TO THE
GRAHAM-FIELD HEALTH PRODUCTS, INC.
INCENTIVE PROGRAM
Amendment No. 5 dated as of December 21, 1995, 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. For each calendar year following the adoption
year of this Program, options to purchase Ten Thousand (10,000) shares shall be
automatically granted to eligible directors 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").
<PAGE>
AMENDMENT NO. 6
TO THE
GRAHAM-FIELD HEALTH PRODUCTS, INC.
INCENTIVE PROGRAM
Amendment No. 6 dated as of November 27, 1996, 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 "2,100,000" which appears on the second line of
page 7 of the Incentive Program is hereby deleted and replaced with the number
"3,000,000."
<PAGE>
EXHIBIT NO. 5
November 27, 1996
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 November 27,
1996, with respect to the registration under the Securities Act of 1933, as
amended (the "Act"), of an additional 900,000 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 900,000 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,
/s/ Richard S. Kolodny
Richard S. Kolodny
Vice President,
General Counsel
<PAGE>
EXHIBIT NO. 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) for the registration of 900,000 shares of common stock pertaining to the
Incentive Program of Graham-Field Health Products, Inc. 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.
/s/ Ernst & Young LLP
November 27, 1996
