<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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/
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SHARES TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK,
$.025 PAR VALUE 772,557 $12.313 $9,512,494 $2,883
========================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) based on average high and low prices for
the Company's Common Stock on the New York Stock Exchange consolidated
reporting system on June 18, 1997.
The Registrant 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> 2
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.
<PAGE> 3
PROSPECTUS
SUBJECT TO COMPLETION, DATED JUNE , 1997
GRAHAM-FIELD HEALTH PRODUCTS, INC.
772,557 SHARES
COMMON STOCK
-----------------------
The 772,557 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 June 18, 1997, the last reported
sale price of the Common Stock on the NYSE was $12.375 per share.
The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby. Any or all of the Common Stock covered by this
Prospectus may be sold, from time to time, by means of the transactions
described under "Plan of Distribution" below.
-----------------------
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 JUNE , 1997
<PAGE> 4
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 7 World
Trade Center, Suite 1300, New York, New York 10048. 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. The
Commission maintains a Web site (http://www.sec.gov) that contains reports,
proxy and information statements and other information filed by the Company with
the Commission through its Electronic Data Gathering Analysis and Retrieval
(EDGAR) System. 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
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<PAGE> 5
under any circumstance imply that the information herein is correct as of any
date subsequent to the date hereof.
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<PAGE> 6
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, 1996;
(b) The Company's Current Report on Form 8-K dated as of March 12, 1997
(Date of Event: February 28, 1997);
(c) The Company's Current Report on Form 8-K dated as of March 21, 1997
(Date of Event: March 7, 1997);
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(e) The Company's Current Report on Form 8-K/A dated as of May 12, 1997
(Date of Event: February 28, 1997);
(f) The Company's Current Report on Form 8-K dated as of May 14 1997
(Date of Event: May 1, 1997);
(g) The Company's Current Report on Form 8-K/A dated as of May 19, 1997
(Date of Event: March 7, 1997).
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).
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THE COMPANY
The Company and its wholly owned subsidiaries (collectively, the
"Company") manufacture, market and distribute medical, surgical and a broad
range of other healthcare products into the home healthcare and medical/surgical
markets through a vast dealer network in North America. The Company also markets
and distributes its products throughout Europe, Central and South America, and
Asia.
The Company markets and distributes approximately 23,000 products under
its own brand names and under suppliers' names throughout the United States,
Canada, Mexico, Europe, Central and South America, and Asia. The Company
maintains distribution and manufacturing facilities throughout the United
States, Canada, Mexico and Puerto Rico. The Company's products are marketed to
approximately 18,500 customers, principally hospital, nursing home, physician
and home healthcare dealers, healthcare product wholesalers and retailers,
including drug stores, catalog companies, pharmacies and home-shopping related
businesses.
The Company's principal products and product lines include durable
medical equipment (such as wheelchairs, homecare beds, ambulatory aids, bathroom
and safety equipment), sphygmomano-meters (blood pressure measuring devices),
stethoscopes, ECG instruments, electronic thermometers, infrared heat treatment
devices, 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, wound care products, infection control products,
first aid supplies, laboratory supplies, antiseptics, topical anesthetics and
sterile disposable medical products. During the year ended December 31, 1996,
approximately 28% of the Company's revenues were derived from products
manufactured by the Company, approximately 18% of the Company's revenues were
derived from imported products, and approximately 54% from products purchased
from domestic sources, which includes products purchased from Everest & Jennings
prior to the acquisition.
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.
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<PAGE> 8
LABAC SYSTEMS, INC.
On June __, 1997, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement"), by and among the Company, LaBac Acquisition
Corp., a wholly-owned subsidiary of the Company ("GFI Sub"), LaBac Systems,
Inc., a Colorado corporation ("LaBac"), and the Selling Stockholders, to acquire
all of the capital stock of LaBac in a merger transaction. In accordance with
the terms of the Merger Agreement, GFI Sub has merged (the "Merger") with and
into LaBac on June , 1997 (the "Effective Date"), LaBac became a wholly-owned
subsidiary of the Company, and the Selling Stockholders received shares of
Common Stock in exchange for their shares of stock of LaBac. On the Effective
Date, ten percent (10%) of the shares of Common Stock to be received by each
Selling Stockholder were placed in escrow for a period of one (1) year following
the Effective Date for payment of indemnity claims by the Company or purchase
price adjustments in favor of the Company. In connection with the Merger, the
Company entered into a registration rights agreement, dated as of June __, 1997,
with the Selling Stockholders (the "Registration Rights Agreement") pursuant to
which the Company agreed to register for resale the shares of Common Stock to be
acquired by the Selling Stockholders pursuant to the Merger Agreement.
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<PAGE> 9
SELLING STOCKHOLDERS
The Selling Stockholders acquired the 772,557 shares of Common
Stock offered hereby from the Company pursuant to the Merger Agreement. The
Company has agreed to register the Graham-Field Stock offered hereby, and may
from time to time supplement or amend this Prospectus, as required, to provide
additional information with respect to the Selling Stockholders.
The table set forth below contains certain information regarding
ownership of Common Stock by the Selling Stockholders. The Selling Stockholders
may offer all or part of the Graham-Field Stock which they hold pursuant to the
offering contemplated by this Prospectus.
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<PAGE> 10
TABLE I
<TABLE>
<CAPTION>
SHARES OF NO. OF SHARES
GRAHAM-FIELD SHARES OF OF GRAHAM-
STOCK OWNED GRAHAM-FIELD FIELD STOCK
PRIOR TO STOCK BEING OWNED AFTER
STOCKHOLDER OFFERING(1) OFFERED OFFERING(2)
<S> <C> <C> <C>
Gregory A. Peek 386,279 386,279 0
Michael Peek 386,278 386,278 0
------ ------- -
Total 772,557 772,557 0
======= ======= =
</TABLE>
================================================================================
(1) Pursuant to the terms of the Merger Agreement, the number of
shares of Common Stock received by the Selling Stockholders in
the Merger may be subject to reduction under certain circumstances.
(2) The calculation of the number of shares of Graham-Field Stock owned
after the offering assumes the sale of all shares offered hereby.
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<PAGE> 11
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 dealers,
(ii) directly to one or more other purchasers, (iii) through brokers and agents,
or (iv) through a combination of any such methods of sale. These transactions
may include sales from time to time on the New York Stock Exchange or other
trading market for the Common Stock, block transactions, special offerings,
negotiated transactions or a combination of methods of sales. The Selling
Stockholders and any such 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; these prices may be at market prices
prevailing at the time or related to such prevailing prices. Such prices will be
determined by the Selling Stockholders or by an agreement between the Selling
Stockholders and brokers or dealers. Brokers or dealers acting in connection
with the sale of Common Stock contemplated by this Prospectus may receive fees,
discounts or commissions in connection therewith, which fees, discounts or
commissions may be in excess of customary commissions. The Common Stock may also
be sold pursuant to Rule 144 of the Commission, in which case this Prospectus
will not be delivered.
At the time a particular offer of Common Stock is made, if and 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
dealers or agents, 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 listed on the NYSE.
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<PAGE> 12
In order to comply with certain states' securities laws, if applicable,
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.
Under the terms of the Registration Rights Agreement with the Selling
Stockholders, the Company has agreed to use its best efforts to keep the
Registration Statement of which this Prospectus is a part continuously effective
for a period of up to two years from the date the Registration Statement is
first declared effective by the Commission.
Pursuant to the agreement with the Selling Stockholders, the Company
has 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.
LEGAL MATTERS
The legality of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Company by Milbank, Tweed, Hadley & McCloy.
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, 1996, 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.
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<PAGE> 13
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:
<TABLE>
<S> <C>
Securities and Exchange Commission
registration fee............................ $ 2,883
Legal fees and expenses....................... 5,000
Accounting fees and expenses.................. 2,500
Transfer Agent's fees......................... 1,500
Miscellaneous................................. 1,500
-------
Total................................ $13,383
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware General Corporation Law, a
corporation 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 indemnification 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
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<PAGE> 14
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> 15
ITEM 16. EXHIBITS
(a) Exhibits:
2(a) Agreement and Plan of Merger dated as of June __,
1997, by and among the Company, LaBac Acquisition
Corp., a wholly-owned subsidiary of the Company,
LaBac Systems, Inc., Gregory A. Peek, and Michael
Peek (incorporated by reference herein).
4(a) Registration Rights Agreement dated as of June __,
1997, by and among the Company, Gregory A. Peek, and
Michael Peek (incorporated by reference herein).
5.1 Opinion of Milbank, Tweed, Hadley & McCloy.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Milbank, Tweed, Hadley & McCloy (included
in Exhibit 5.1).
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<PAGE> 16
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities
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 controlling
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
indemnification 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
Securities 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
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<PAGE> 17
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 amendment
any of the securities being registered which remain unsold at the
termination of the offering.
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<PAGE> 18
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 June 17, 1997.
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
capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Irwin Selinger Chairman of the Board and June 17, 1997
- ---------------------- Chief Executive Officer
Irwin Selinger (Principal Executive
Officer and Director)
/s/ Gary M. Jacobs Vice President/Finance June 17, 1997
- ---------------------- and Chief Financial Officer
Gary M. Jacobs (Principal Financial
Officer and Principal
Accounting Officer)
</TABLE>
II-6
<PAGE> 19
<TABLE>
<S> <C> <C>
/s/ David P. Delaney
- -----------------------
David P. Delaney, Jr. Director June 17, 1997
/s/ Harold Lazarus
- -----------------------
Dr. Harold Lazarus Director June 17, 1997
/s/ Louis A. Lubrano
- -----------------------
Louis A. Lubrano Director June 17, 1997
/s/ Andrew A. Giordano
- -----------------------
Andrew A. Giordano Director June 17, 1997
/s/ Steven D. Levkoff
- -----------------------
Steven D. Levkoff Director June 17, 1997
/s/ Bevil J. Hogg
- -----------------------
Bevil J. Hogg Director June 17, 1997
/s/ Rodney F. Price
- -----------------------
Rodney F. Price Director June 17, 1997
/s/ Donald Press
- -----------------------
Donald Press Director June 17, 1997
/s/ Peter Handal
- -----------------------
Peter Handal Director June 17, 1997
</TABLE>
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<PAGE> 20
EXHIBIT INDEX
ITEM NO. DESCRIPTION
(a) Exhibits:
2(a) Agreement and Plan of Merger dated as of June __,
1997, by and among the Company, LaBac Acquisition
Corp., a wholly-owned subsidiary of the Company,
LaBac Systems, Inc., Gregory A. Peek, and Michael
Peek (incorporated by reference herein).
4(a) Registration Rights Agreement dated as of June __,
1997, by and among the Company, Gregory A. Peek, and
Michael Peek (incorporated by reference herein).
5.1 Opinion of Milbank, Tweed, Hadley & McCloy.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Milbank, Tweed, Hadley & McCloy (included
in Exhibit 5.1).
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<PAGE> 1
EXHIBIT 5.1
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
June 19, 1997
Graham-Field Health Products, Inc.
400 Rabro Drive East
Hauppauge, New York 11788
Gentlemen:
You have requested our opinion, as special 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 772,557 shares
(the "Shares") of the common stock, par value $0.25 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. When relevant
facts were not independently established, we have relied upon certificates of
government officials and of the Company and its officers. 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 are fully paid and
non-assessable.
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,
Milbank, Tweed, Hadley & McCloy
<PAGE> 1
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Graham-Field Health
Products, Inc. for the registration of 772,557 shares of its common stock and to
the incorporation by reference therein of our report dated March 10, 1997, 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, 1996 filed with the Securities and Exchange Commission
/s/ ERNST & YOUNG LLP
Melville, New York
June 19, 1997
