SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
(to Registration Statement on Form 8-A
dated April 10, 1992)
For registration of certain classes of securities
pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
GRAHAM-FIELD HEALTH PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-10881NY 11-2578230
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(State of incorporation (Commission (IRS Employer
or organization) File Number) Identification No.)
400 Rabro Drive East
Hauppauge, New York 11788
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered: Each Class is to be Registered
- -------------------- ------------------------------
Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
----------------
(Title of Class)
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The undersigned registrant hereby amends Item 1 of its Registration
Statement on Form 8-A, dated April 10, 1992, by adding the information set forth
under the caption "First Amendment to the Rights Agreement". The registrant also
amends Item 2 by adding the First Amendment to the Rights Agreement as Exhibit
9.
Item 1. Description of Registrant's Securities to be Registered.
First Amendment to the Rights Agreement
On September 3, 1996, Graham-Field Health Products, Inc., a Delaware
corporation (the "Company"), E&J Acquisition Corp., a Delaware corporation
wholly-owned by the Company ("Sub"), Everest & Jennings International Ltd., a
Delaware corporation ("E&J"), and BIL (Far East Holdings) Limited, a Hong Kong
corporation and the majority stockholder of E&J ("BIL"), entered into an
Agreement and Plan of Merger, dated as of September 3, 1996 (the "Merger
Agreement"), providing, among other things, for the merger of Sub with and into
E&J (the "Merger"), whereupon E&J will become a wholly-owned subsidiary of the
Company. In addition, on September 3, 1996 the Company, BIL and Irwin Selinger,
the Chairman, Chief Executive Officer and a 6.7% stockholder of the Company,
entered into a Stockholder Agreement (the "Stockholder Agreement") pursuant to
which, among other things, there shall be established certain terms and
conditions relating to the acquisition and disposition of shares of capital
stock of the Company by BIL following the Merger.
Immediately prior to the execution of the Merger Agreement, the Company and
American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"),
entered into the First Amendment (the "First Amendment") to the Rights Agreement
between the Company and the Rights Agent dated as of July 21, 1989 (the "Rights
Agreement"). The First Amendment provides, among other things, that (a) none of
the approval, execution or delivery of the Merger Agreement or the Stockholder
Agreement will cause (i) BIL or any of its affiliates or associates to have
beneficial ownership of any BIL Voting Shares (as defined below) solely as a
result of any such event, (ii) BIL or any of its affiliates or associates to be
deemed an "Acquiring Person" under the Rights Agreement or (iii) the "Stock
Acquisition Date" or the "Separation Date" under the Rights Agreement to occur
upon any such event, (b) BIL shall not be deemed an "Acquiring Person" by virtue
of its being the beneficial owner of any BIL Voting Shares except that following
the effective time of the Merger, BIL shall be deemed an "Acquiring Person" if
it becomes the beneficial owner of any "Voting Shares" of the Company (other
than BIL Voting Shares and any "Voting Shares" of the Company issued by the
Company to all holders of any class or series of capital stock of the Company by
way of a dividend, stock split, rights offering, reclassification or similar
transaction). "BIL Voting Shares" is defined in the First Amendment to mean (i)
any "Voting
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Shares" (each of the above as defined in the Rights Agreement) of the Company
owned by BIL which were acquired by BIL in accordance with the Merger Agreement
or the Stockholder Agreement, and (ii) any Common Shares issued by the Company
to BIL upon conversion of or as a dividend on the shares referred to in clause
(i) above.
In addition, the First Amendment amends the "Redemption Price" from $.01
per Right to $.0001 per Right and allows the redemption of the Rights to be made
effective at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. The Board of Directors has
decided to redeem each of the Rights issued pursuant to the Rights Agreement, as
amended, and adopt a new rights agreement. Accordingly, the Board of Directors
has set a record date of September 17, 1996 for the redemption of the Rights.
A copy of the First Amendment is available free of charge from the Company.
This summary description of the First Amendment does not purport to be complete
and is qualified in its entirety by reference to the First Amendment which is
attached hereto as Exhibit 9 and is incorporated herein by reference.
Item 2. Exhibits
(9) First Amendment to the Rights Agreement dated as of
September 3, 1996 between the Company and American
Stock Transfer & Trust Company, as Rights Agent.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned hereunto duly
authorized.
GRAHAM-FIELD HEALTH
PRODUCTS, INC.
Date: September 3, 1996 By: /s/ Richard S. Kolodny
-------------------------
Name: Richard S. Kolodny
Title: Vice President,
General Counsel and
Secretary
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EXHIBIT INDEX
Exhibit Page
No.
9. First Amendment to the Rights 6
Agreement dated as of September 3, 1996
between the Company and American Stock
Transfer & Trust Company, as Rights
Agent.
Exhibit 9
FIRST AMENDMENT TO RIGHTS AGREEMENT
This Amendment, dated as of September 3, 1996 (the "Amendment"),
between Graham-Field Health Products, Inc., a Delaware corporation (the
"Company"), and American Stock Transfer & Trust Company (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of July 21, 1989 (the "Agreement"); and
WHEREAS, pursuant to Section 6.3 of the Agreement, the Company and the
Rights Agent desire to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. Amendments to Section 1.
(a) The definitions of "Beneficial Owner", and to have "Beneficial
Ownership" of, and to "Beneficially Own" any security, are amended by adding the
following at the end of paragraph (d) of Section 1.1 thereof:
"Notwithstanding anything contained in this Agreement to the contrary, BIL
shall not be deemed to be the Beneficial Owner of, or to Beneficially Own,
any of the Voting Shares of the Company solely by virtue of the approval,
execution or delivery of the Merger Agreement or the Stockholder
Agreement."
(b) The following definitions are added to Section 1.1 of the
Agreement:
""Acquisition Corp." shall mean E&J Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of the Company."
""BIL" shall mean BIL (Far East Holdings) Limited, a Hong Kong corporation,
and its Associates and Affiliates; provided, that if BIL transfers to any
Person Beneficial Ownership of all Voting Shares of the Company then owned
by BIL, then "BIL" shall mean such Person and such Person's Affiliates and
Associates."
""BIL Voting Shares" shall mean (i) any Voting Shares of the Company owned
by BIL which were acquired by BIL in accordance with the Merger Agreement
or the Stockholder Agreement, and (ii) any Common Shares issued by the
Company to BIL upon conversion of or as a dividend on the shares referred
to in clause (i) above."
<PAGE>
""E&J" shall mean Everest & Jennings International Ltd., a Delaware
corporation."
""Effective Time" shall mean the date that the Merger becomes effective, as
described in the Merger Agreement."
""Merger" shall mean the merger of E&J with and into Acquisition Corp. in
accordance with the General Corporation Law of the State of Delaware upon
the terms and subject to the conditions set forth in the Merger Agreement."
""Merger Agreement" shall mean the Agreement and Plan of Merger, dated as
of September 3, 1996, by and among E&J, BIL, Acquisition Corp. and the
Company, as the same may be amended from time to time.
""Stockholder Agreement" shall mean the Stockholder Agreement, dated as of
September 3, 1996, by and between the Company and BIL, as the same may be
amended from time to time.
(c) The following definitions are amended in their entirety to read as
follows:
""Redemption Price" means a price of $.0001 per Right, subject to
adjustment as set forth in Article 5 hereof."
""Acquiring Person" shall mean any Person who or which, together with all
Affiliates and Associates of such Person, shall be the Beneficial Owner of
twenty percent (20%) or more of the Voting Shares of the Company then
outstanding, but shall not include the Company, any Subsidiary of the
Company or any employee benefit plan of the Company or any Subsidiary of
the Company, or any Person or entity organized, appointed or established by
the Company or such Subsidiary of the Company for or pursuant to the terms
of any such employee benefit plan. Notwithstanding the foregoing: (i) (x)
BIL shall not be deemed an Acquiring Person by virtue of its being the
Beneficial Owner of any BIL Voting Shares and (y) following the Effective
Time, BIL shall be deemed an Acquiring Person if it becomes the Beneficial
Owner of any Voting Shares of the Company (other than BIL Voting Shares and
any Voting Shares of the Company issued by the Company to all holders of
any class or series of capital stock of the Company by way of a dividend,
stock split, rights offering, reclassification or similar transaction); and
(ii) no Person shall become an Acquiring Person as the result of an
acquisition of Voting Shares of the Company by the Company which, by
reducing the number of such Voting Shares outstanding, increases the
proportionate number of such Voting Shares Beneficially Owned by such
Person to twenty percent (20%) or more of the Voting Shares of the Company
then outstanding; provided, however, that if a Person shall become the
Beneficial Owner of twenty percent
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(20%) or more of the Voting Shares of the Company then outstanding by
reason of share acquisitions or redemptions by the Company and shall after
such share acquisitions or redemptions by the Company, become the
Beneficial Owner of any additional Voting Shares of the Company, then such
Persons shall be deemed to be an Acquiring Person."
Section 2. Amendment to Section 5.2.
The following sentence is added to the end of Section 5.2:
"The redemption of the Rights pursuant to this Section may be made
effective at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish."
Section 3. New Section 6.19.
The following is added as a new Section 6.19 to the Agreement:
"Section 6.19. E&J Merger, etc.
Notwithstanding anything in this Agreement to the contrary, none of
the approval, execution or delivery of the Merger Agreement or the Stockholder
Agreement shall cause (i) BIL to be an Acquiring Person, (ii) a Stock
Acquisition Date to occur or (iii) a Separation Date to occur in accordance with
the terms hereof."
Section 4. Severability. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
Section 5. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such State.
Section 6. Counterparts. This Amendment may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.
Section 7. Effect of Amendment. Except as expressly modified herein
the Agreement shall remain in full force and effect.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed all as of the day and year first above written.
GRAHAM-FIELD HEALTH PRODUCTS, INC.
/s/ Richard Kolodny
---------------------------------
Name: Richard S. Kolodny
Title: Vice President,
General Counsel and
Secretary
AMERICAN STOCK TRANSFER & TRUST
COMPANY
/s/ Herbert L. Lemmer
---------------------------------
Name: Herbert L. Lemmer
Title: Vice President
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