<PAGE> 1
FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-34815
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED SEPTEMBER 5, 1997)
GRAHAM-FIELD HEALTH PRODUCTS, INC.
983,156 SHARES
COMMON STOCK
------------------------
This Prospectus Supplement provides updated information to the section
entitled "Selling Stockholders" in the Prospectus dated September 5, 1997 (the
"Prospectus").
SELLING STOCKHOLDERS
S.E. (Gene) Davis is in the process of transferring 130,000 shares of the
common stock, par value $.025 per share (the "Common Stock"), of Graham-Field
Health Products, Inc. (the "Company") to The Gene and Nancy Davis Charitable
Remainder Unitrust (the "Davis Trust").
The table set forth below contains certain information regarding ownership
of Common Stock by S.E. (Gene) Davis, Vicki Ray, L.I.P. Services, Inc., Nancy
Davis and the Davis Trust (collectively, the "Selling Stockholders"). The
Selling Stockholders may offer all or part of the Common Stock which they hold
pursuant to the offering contemplated by the Prospectus.
The date of this Prospectus Supplement is December 9, 1997
<PAGE> 2
TABLE I
<TABLE>
<CAPTION>
SHARES OF NO. OF SHARES
COMMON SHARES OF OF COMMON
STOCK OWNED COMMON STOCK
SELLING PRIOR TO STOCK BEING OWNED AFTER
STOCKHOLDER OFFERING OFFERED OFFERING(1)
- --------------------------------------------- ----------- ----------- -------------
<S> <C> <C> <C>
S.E. (Gene) Davis(2)......................... 715,698 715,698 235
Vicki Ray(2)................................. 137,184 137,184 0
L.I.P. Services, Inc.(3)..................... 463 463 0
Nancy Davis(4)............................... 46 46 0
The Davis Trust(5)........................... 130,000 130,000 0
------- ------- ---
Total.............................. 983,391 983,156 235
======= ======= ===
</TABLE>
- ---------------
(1) The calculation of the number of shares of Common Stock owned after the
offering assumes the sale of all shares offered hereby.
(2) Pursuant to the terms of the Agreement and Plan of Reorganization, dated
August 28, 1997, by and among the Company, S.E. (Gene) Davis and Vicki Ray,
the number of shares of Common Stock received by these Selling Stockholders
in the transaction may be subject to reduction under certain circumstances.
(3) L.I.P. Services, Inc. is a company 100% owned and controlled by S.E. (Gene)
Davis.
(4) Nancy Davis is the wife of S.E. (Gene) Davis.
(5) The trustee of the Davis Trust is Merrill Lynch Company of North Carolina
and the beneficiaries of the Davis Trust are S.E. (Gene) Davis and Nancy
Davis.
<PAGE> 3
PROSPECTUS
GRAHAM-FIELD HEALTH PRODUCTS, INC.
983,156 SHARES
COMMON STOCK
The 983,156 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 August 29, 1997, the last reported
sale price of the Common Stock on the NYSE was $14.81 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.
The Date of this Prospectus is September 5, 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 under any circumstance imply that the information herein is correct as of
any date subsequent to the date hereof.
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<PAGE> 5
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, as amended by Form 8-K/A dated as of May 12, 1997 (Date of Event:
February 28, 1997);
(c) The Company's Current Report on Form 8-K dated as of March 21,
1997, as amended by Form 8-K/A dated as of May 19, 1997 (Date of Event:
March 7, 1997);
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, as amended by Form 10-Q/A dated July 9, 1997;
(e) The Company's Current Report on Form 8-K dated as of May 14, 1997
(Date of Event: May 1, 1997);
(f) The Company's Current Report on Form 8-K dated as of July 17, 1997
(Date of Event: July 17, 1997); and
(g) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 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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<PAGE> 6
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% were derived from imported
products, and approximately 54% were derived from products purchased from
domestic sources, which includes products purchased from Everest & Jennings
International Ltd. ("Everest & Jennings"), which was acquired by the Company on
November 27, 1996. As a result of recent acquisitions, including the acquisition
of Everest & Jennings, the revenues of the Company derived from
self-manufactured products accounted for approximately 45% of all revenues for
the three months ended March 31, 1997.
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.
MEDICAL SUPPLIES OF AMERICA, INC.
On August 28, 1997, the Company acquired all of the issued and outstanding
capital stock of Medical Supplies of America, Inc., a Florida corporation
("Medapex"), pursuant to an Agreement and Plan of Reorganization (the
"Reorganization Agreement") dated August 28, 1997, by and among the Company,
S.E. (Gene) Davis ("Davis") and Vicki Ray ("Ray"; Ray and Davis are collectively
referred to as the "Principal Stockholders"). In accordance with the terms of
the Reorganization Agreement, the Principal Stockholders received in the
aggregate 960,000 shares of Common Stock in exchange for their shares of
Medapex. In connection with the transaction, the Company acquired Medapex's
principal corporate headquarters and distribution facility (the "Medapex
Facility"), pursuant to a Real Estate Sales Agreement dated August 28, 1997 (the
"Real Estate Sales Agreement"), by and between the Company and BBD&M, a Georgia
limited partnership and an affiliate of Medapex. Pursuant to the terms of the
Real Estate Sales Agreement, the Company acquired the Medapex Facility for a
purchase price consisting of (i) $622,335 payable (x) by the issuance of 23,156
shares of common stock of the Company issued to Davis, Nancy Davis ("ND"), the
wife of Davis, and L.I.P. Services, Inc. ("LSI"), a company 100% owned and
controlled by Davis, and (y) in cash in the amount of $311,167, and (ii) the
assumption of debt in the amount of $477,664. The Company also entered into a
registration rights agreement dated as of August 28, 1997 (the "Registration
Rights Agreement"), with the Principal Stockholders, ND and LSI (collectively,
the "Selling Stockholders") pursuant to which the Company agreed to register for
resale the shares of Common Stock acquired by the Selling Stockholders pursuant
to the Reorganization Agreement and Real Estate Sales Agreement.
4
<PAGE> 7
SELLING STOCKHOLDERS
The Selling Stockholders acquired the 983,156 shares of Common Stock
offered hereby from the Company pursuant to the Reorganization Agreement and
Real Estate Sales 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.
TABLE I
<TABLE>
<CAPTION>
SHARES OF NO. OF SHARES
GRAHAM-FIELD SHARES OF OF GRAHAM-
STOCK OWNED GRAHAM-FIELD FIELD STOCK
SELLING PRIOR TO STOCK BEING OWNED AFTER
STOCKHOLDER OFFERING OFFERED OFFERING(1)
- ----------------------------------------------------- ------------ ------------ -------------
<S> <C> <C> <C>
S.E. (Gene) Davis(2)................................. 845,698 845,463 235
Vicki Ray(2)......................................... 137,184 137,184 0
L.I.P. Services, Inc.(3)............................. 463 463 0
Nancy Davis(4)....................................... 46 46 0
------- ------- ---
Total...................................... 983,391 983,156 235
======= ======= ===
</TABLE>
- ---------------
(1) The calculation of the number of shares of Graham-Field Stock owned after
the offering assumes the sale of all shares offered hereby.
(2) Pursuant to the terms of the Reorganization Agreement, the number of shares
of Common Stock received by these Selling Stockholders in the transaction
may be subject to reduction under certain circumstances.
(3) L.I.P. Services, Inc. is a company 100% owned and controlled by S.E. (Gene)
Davis.
(4) Nancy Davis is the wife of S.E. (Gene) Davis.
5
<PAGE> 8
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.
The Selling Stockholders may from time to time pledge shares of the Common
Stock owned by them to secure margin or other loans made to one or more of the
Selling Stockholders or to entities in which one or more of the Selling
Stockholders have a direct or indirect equity interest. Thus, the person or
entity receiving a pledge of any shares of the Common Stock may sell them in a
foreclosure sale or otherwise in the same manner as described above for a
Selling Stockholder.
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.
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.
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<PAGE> 9
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.
7
