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Registration No. 333-________
As filed with the Securities and Exchange Commission on December 30, 1997
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
(State of Incorporation) (IRS Employer
Identification No.)
400 RABRO DRIVE EAST
HAUPPAUGE, NEW YORK 11788
(Address of Principal Executive Offices)
----------------
VISTA RESOURCES, INC. STOCK OPTION PLAN
VISTA RESOURCES, INC.
1992 STOCK OPTION PLAN
FUQUA ENTERPRISES, INC.
1995 LONG-TERM INCENTIVE PLAN
FUQUA ENTERPRISES, INC.
1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(Full Title of the Plans)
----------------
Richard S. Kolodny Copies to:
Vice-President, General Counsel Robert S. Reder, Esq.
and Secretary Milbank, Tweed, Hadley
Graham-Field Health Products, Inc. & McCloy
400 Rabro Drive East 1 Chase Manhattan Plaza
Hauppauge, New York 11788 New York, New York 10005
(516) 582-5900 (212) 530-5000
(Name, Address and Telephone
Number of Agent for Service)
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----------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================
Proposed Proposed Maximum
Title of Securities Amount to be Maximum Offering Aggregate Offering Amount of
to be Registered Registered(1) Price Per Share(2) Price Registration Fee
============================================================================================
<S> <C> <C> <C> <C>
Common Stock,
(par value $.025
per share) 1,094,940 $15.3125 $16,766,268.75 $4,946.05
============================================================================================
</TABLE>
(1) Pursuant to Rule 457(h)(1) of the Securities and Exchange Commission under
the Securities Act of 1933, the amount of the registration fee has been
computed with respect to the maximum number of shares issuable in
substitution for shares of common stock, par value $2.50, of Fuqua
Enterprises, Inc. ("Fuqua"), upon the exercise of options previously
granted under the stock option plans of Fuqua which were assumed by
Graham-Field Health Products, Inc. (the "Registrant") in accordance with
the terms of an Agreement and Plan of Merger dated as of September 5, 1997
as amended as of September 29, 1997 by and among the Registrant, GFHP
Acquisition Corp., a wholly-owned subsidiary of the Registrant, and Fuqua.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) on the basis of the average of the high and low prices
reported on the New York Stock Exchange Composite Transactions Tape on
December 26, 1997.
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PART I
ITEM 1. PLAN INFORMATION
This Registration Statement relates to the registration of 1,199,940
shares of Common Stock, $.025 par value per share, of Graham-Field Health
Products, Inc. (the "Registrant") to be issued in substitution for shares of
Fuqua Enterprises, Inc. ("Fuqua") upon the exercise of options previously
granted under the Vista Resources, Inc. Stock Option Plan, the 1992 Vista
Resources, Inc. Stock Option Plan, the Fuqua 1995 Long-Term Incentive Plan and
the Fuqua 1995 Stock Option Plan For Outside Directors (collectively, the
"Plans") which were assumed by the Registrant in accordance with the terms of an
Agreement and Plan of Merger dated as of September 5, 1997, as amended as of
September 29, 1997 by and among the Registrant, GFHP Acquisition Corp., a
wholly-owned subsidiary of the Registrant and Fuqua. Documents containing the
information required by Part I of the Registration Statement will be sent or
given to participants in the Plans as specified by Rule 428(b)(1). Such
documents are not filed with the Securities and Exchange Commission (the
"Commission" or the "SEC") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 in reliance on Rule
428.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Registrant will, upon written or oral request, provide without
charge to any person to whom the prospectus relating to this Registration
Statement is delivered, a copy of any and all of the information which has been
incorporated by reference in such prospectus and this Registration Statement
(pursuant to Item 3 of Part II below). Such requests should be directed to the
Secretary, Graham-Field Health Products, Inc., 400 Rabro Drive East, Hauppauge,
New York 11788 (telephone: 516-582-5900).
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the Commission are
incorporated by reference in this Registration Statement:
(a) The Registrant's Current Report on Form 10-K for the fiscal year
ended on December 31, 1996, as amended by Form 10-K-A-3 dated December 23, 1997.
(b) The Registrant's (i) Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A dated July 9,
1997; (ii) Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1997; (iii) Current Report on Form 8-K dated as of March 12, 1997, as amended by
Form 8-K/A dated May 12, 1997 (Date of Event: February 28, 1997); (iv) Current
Report on Form 8-K dated as of March 20, 1997, as amended by Form 8-K/A dated
May 19, 1997 (Date of Event: March 7, 1997); (v) Current Report on Form 8-K
dated as of May 14, 1997 (Date of Event: May 1, 1997); (vi) Current Report on
Form 8-K dated as of June 25, 1997 (Date of Event: June 25, 1997); (vii) Current
Report on Form 8-K dated as of July 17, 1997 (Date of Event: July 17, 1997);
(viii) Current Report on Form 8-K dated as of September 2, 1997 (Date of Event:
August 28, 1997); and (ix) Current Report on Form 8-K dated as of September 11,
1997 (Date of Event: September 5, 1997).
(c) The authorized capital stock of the Registrant currently
consists of 60,000,000 shares of Common Stock and 1,000,000 shares of preferred
stock, par value $.01 per share (the "Preferred Stock"). The Registrant's Board
(the "Board") has the authority, without action by the stockholders, to issue
shares of Preferred Stock in one or more series and, within certain limitations,
to determine the dividend rights, dividend rate, rights and terms of redemption,
liquidation preferences, sinking fund terms, conversion and voting rights of any
series of Preferred Stock, the number of shares constituting any such series,
the designation thereof and price therefore. The Board has reserved 300,000
shares of Series A Junior Participating Preferred Stock for issuance upon the
exercise of rights granted under its stockholder rights plan.
Holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of stockholders of the Registrant and to receive
dividends when, as and if declared by the Board from funds legally available
therefor. Upon liquidation of the Registrant, holders of Common Stock are
entitled to share ratably in any assets available for distribution to
stockholders after payment of all obligations of the Registrant and priority
payments to any senior class of capital stock. Holders of Common Stock do not
have cumulative voting rights or preemptive, subscription, redemption or
conversion rights.
The Delaware General Corporate Law ("DGCL"), the Registrant's
Restated Certificate of Incorporation, as amended (the "Charter"), the
Registrant's Bylaws (the
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"Bylaws") and the Rights Agreement dated as if September 3, 1996, contain
provisions that could discourage or make more difficult a change of control of
the Registrant. Such provisions are designed to protect the stockholders of the
Registrant against coercive, unfair or inadequate tender offers and other
abusive takeover tactics and to encourage any person contemplating a business
combination with the Registrant to negotiate with the Board for the fair and
equitable treatment of all stockholders of the Registrant. Such provisions of
the Charter and the Bylaws include (i) the classification of the Board into
three classes elected to three-year terms on a staggered basis, (ii) the
requirement that stockholder action be taken only at an annual meeting of
stockholders or a special meeting of stockholders, which may be called only by
the Chief Executive Officer of the Registrant or by resolution of the Board, and
the prohibition of the taking of stockholder action by written consent, (iii)
the requirement that advance notice of stockholder nominations of directors and
of stockholder proposals for consideration at meetings of stockholders be given
in the manner provided for in the Bylaws, (iv) the provision that directors may
be removed only for cause and only with the approval of at least 50% of the
voting power of the then outstanding shares of capital stock of the Registrant
entitled to vote generally in the election of directors ("Voting Stock"), voting
together as a single class, and (v) the provision that the stockholder vote
required to alter, amend or repeal the foregoing provisions, or to adopt any
provision inconsistent therewith, is 80% of the voting power of the Voting
Stock, voting together as a single class.
Section 203 of the DGCL prohibits generally a public Delaware
corporation, including the Registrant, from engaging in a Business Combination
(as defined below) with an Interested Stockholder (as defined below) for a
period of three years after the date of the transaction in which an Interested
Stockholder became such, unless: (i) the board of directors of such corporation
approved, prior to the date such Interested Stockholder became such, either such
Business Combination or such transaction; (ii) upon consummation of such
transaction, such Interested Stockholder owns at least 85% of the voting shares
of such corporation (excluding specified shares); or (iii) such Business
Combination is approved by the board of directors of such corporation and
authorized by the affirmative vote (at an annual or special meeting and not by
written consent) of at least 66 2/3% of the outstanding voting shares of such
corporation (excluding shares held by such Interested Stockholder). A "Business
Combination" includes (i) mergers, consolidations and sales or other
dispositions of 10% or more of the assets of a corporation to or with an
Interested Stockholder, (ii) certain transactions resulting in the issuance or
transfer to an Interested Stockholder of any stock of such corporation or its
subsidiaries and (iii) other transactions resulting in a disproportionate
financial benefit to an Interested Stockholder. An "Interested Stockholder" is a
person who, together with its affiliates and associates, owns (or within a
three-year period did own) 15% or more of a corporation's stock entitled to vote
generally in the election of directors.
(d) All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and/or 15(d) of the Exchange Act after the date hereof and
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be
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deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such reports and documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document that also is incorporated or deemed to be 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 Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the DGCL, inter alia, generally empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding
by reason of the fact that such person is or was a director, officer, employee
or agent of another corporation or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Similar indemnity is authorized for such person against expense
(including attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise provides) such
person shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the shareholders or disinterested directors or by independent
legal counsel in a written opinion that indemnification is proper because the
indemnitee has met the applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him, and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.
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The Registrant's Charter provides that, to the fullest extent
permitted by Delaware law, no director of the Registrant shall be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duties as a director. The effect of these provisions is to eliminate
the rights of the Registrant and its stockholders (through stockholders'
derivative suits on behalf of the Registrant) to recover monetary damages
against a director for breach of fiduciary duty as a director (including
breaches resulting from grossly negligent conduct). This provision does not
exonerate the directors from liability under Federal securities laws nor does it
limit the availability of non-monetary relief in any action or proceeding
against a director. In addition, the Charter provides that the Registrant shall,
to the fullest extent permitted by Delaware Law, indemnify its officers and
directors against liabilities, cost and expenses as provided by Delaware Law.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or others pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. LIST OF EXHIBITS
4.1 Vista Resources, Inc. Stock Option Plan. (Incorporated by reference
to Exhibit 10(c) of Vista Resources, Inc.'s Current Report on Form
10-K for the fiscal year ended on December 31, 1989.)
4.2 1992 Vista Resources, Inc. Stock Option Plan. (Incorporated by
reference to Exhibit 28 of Vista Resources, Inc.'s Registration
Statement on Form S-8, as amended (Commission File No. 33-54164),
filed under the Securities Act of 1933, as amended, with the
Commission on November 4, 1992.)
4.3 Fuqua Enterprises, Inc.'s 1995 Long-Term Incentive Plan.
(Incorporated by reference to Exhibit A of Fuqua Enterprises, Inc.'s
Proxy Statement on Schedule 14-A dated April 15, 1996, filed under
the Securities Exchange Act of 1934, as amended.)
4.4 Fuqua Enterprises, Inc.'s 1995 Stock Option Plan For Outside
Directors. (Incorporated by reference to Exhibit B of Fuqua
Enterprises, Inc.'s Proxy Statement on Schedule 14-A dated April 15,
1996, filed under the Securities Exchange Act of 1934.)
5 Opinion of Milbank, Tweed, Hadley & McCloy as to the legality of the
Common Stock registered hereby.
7
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23.1 Consent of Milbank, Tweed, Hadley & McCloy (contained in the opinion
included as Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney (included on signature pages).
ITEM 9. UNDERTAKINGS
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 1993;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this
Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high and of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if this
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 this
Registration Statement;
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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 unallocated at the
termination of the Plan;
4. 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 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; and
5. 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 foregoing provisions, 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.
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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-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 this 30th day of December, 1997.
GRAHAM-FIELD HEALTH PRODUCTS, INC.
By: /s/ Irwin Selinger
--------------------------
Irwin Selinger
Chairman of the Board and
Chief Executive Officer
Each person whose individual signature appears below hereby makes,
constitutes and appoints Irwin Selinger to sign for such person and in such
person's name and capacity indicated below, any and all amendments to this
Registration Statement, including any and all post-effective amendments.
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.
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Signature Title Date
/s/ Irwin Selinger Chairman of the Board
_________________________ and Chief Executive December 30, 1997
Irwin Selinger Officer and Director
(Principal Executive
Officer)
/s/ Gary M. Jacobs Vice President/Finance
_________________________ and Chief Financial December 30, 1997
Gary M. Jacobs Officer (Principal
Financial and Accounting
Officer)
/s/ David P. Delaney, Jr. Director December 30, 1997
_________________________
David P. Delaney, Jr.
/s/ Andrew A. Giordano Director December 30, 1997
_________________________
Andrew A. Giordano
/s/ Peter Handal Director December 30, 1997
_________________________
Peter Handal
/s/ Bevil J. Hogg Director December 30, 1997
_________________________
Bevil J. Hogg
/s/ Dr. Harold Lazarus Director December 30, 1997
_________________________
Dr. Harold Lazarus
/s/ Steven D. Levkoff Director December 30, 1997
_________________________
Steven D. Levkoff
/s/ Louis A. Lubrano Director December 30, 1997
_________________________
Louis A. Lubrano
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/s/ Donald Press Director December 30, 1997
_________________________
Donald Press
/s/ Rodney F. Price Director December 30, 1997
_________________________
Rodney F. Price
12
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EXHIBIT INDEX
Exhibit
No. Document
4.1 Vista Resources, Inc. Stock Option Plan. (Incorporated by
reference to Exhibit 10(c) of Vista Resources, Inc's Current
Report on Form 10-K for the fiscal year ended on December
31, 1989.)
4.2 1992 Vista Resources, Inc. Stock Option Plan. (Incorporated
by reference to Exhibit 28 of Vista Resources, Inc.'s
Registration Statement on Form S-8, as amended (Commission
File No. 33-54164), filed under the Securities Act of 1933,
as amended, with the Commission on November 4, 1992.)
4.3 Fuqua Enterprises, Inc.'s 1995 Long-Term Incentive Plan.
(Incorporated by reference to Exhibit A of Fuqua
Enterprises, Inc's Proxy Statement on Schedule 14-A dated
April 15, 1996, filed under the Securities Exchange Act of
1934, as amended.)
4.3 Fuqua Enterprises, Inc.'s 1995 Stock Option Plan For Outside
Directors. (Incorporated by reference to Exhibit B of Fuqua
Enterprises, Inc's Proxy Statement on Schedule 14-A dated
April 15, 1996, filed under the Securities Exchange Act of
1934.)
5 Opinion of Milbank, Tweed, Hadley & McCloy as to the
legality of the Common Stock registered hereby.
23.1 Consent of Milbank, Tweed, Hadley & McCloy (contained in the
opinion included as Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney (included on signature pages).
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Exhibit 5.1
[Letterhead of Milbank, Tweed, Hadley & McCloy]
December 30, 1997
Graham-Field Health Products, Inc.
400 Rabro Drive East
Hauppauge, NY 11788
Re: Registration Statement on Form S-8
Issuance of Shares of Common Stock
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") of Graham-Field Health Products, Inc., a Delaware corporation (the
"Company"), filed with the Securities and Exchange Commission (the "Commission")
today for the purpose of registering under the Securities Act of 1933, as
amended (the "Act"), a maximum of 1,094,940 shares of common stock, par value
$.025 per share, of the Company (the "Shares"). The Shares are to be issued in
substitution for shares of common stock, par value $2.50 per share, of Fuqua
Enterprises, Inc., a Delaware corporation ("Fuqua"), upon the exercise of
options granted under the Vista Resources, Inc. Stock Option Plan, the Vista
Resources, Inc. 1992 Stock Option Plan, the Fuqua Enterprises, Inc. 1996
Long-Term Incentive Plan and the Fuqua Enterprises, Inc. 1995 Stock Option Plan
for Outside Directors (collectively, the "Plan") which were assumed by the
Company in accordance with the terms of an Agreement and Plan of Merger dated as
of September 5, 1997 and as amended as of September 29, 1997 (the "Merger
Agreement"), by and among Fuqua, GFHP Acquisition Corp., a wholly-owned
subsidiary of the Company ("GFHP Acquisition"), and the Company pursuant to
which on December 30, 1997 GFHP Acquisition was merged with and into Fuqua, with
Fuqua surviving as a wholly-owned subsidiary of the Company (the "Merger").
We are acting as special counsel for the Company in connection with its
Registration Statement.
We have examined originals, or copies certified to our satisfaction, of
such corporate records of the Company, certificates of public officials,
certificates of officers and representatives of the Company and other documents
as we have deemed it necessary or appropriate to review as a basis for the
opinions hereinafter expressed. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity with authentic originals of all documents submitted
to us as copies and the authenticity of the originals of such latter documents.
As to questions of fact material to the opinions hereinafter expressed, we have,
when relevant facts were not independently established, relied upon the
representations set forth
<PAGE> 2
2
in the Merger Agreement, certificates of public officials and officers of the
Company and other appropriate persons and statements of the Company contained in
the Registration Statement.
Based upon and subject to the foregoing, and having regard to legal
considerations we deem relevant, we are of the opinion that the issuance of the
Shares to be issued by the Company pursuant to the terms and provisions of the
Plans have been duly authorized, and when registered under the Act and when
issued pursuant to the terms and provisions of the Plans, will be legally and
validly issued and will be fully paid and nonassessable.
The foregoing opinions are limited to the federal laws of the United
States of America and the DGCL, and we do not express any opinion as to the laws
of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not hereby 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 Commission.
Very truly yours,
/s/ Milbank, Tweed, Hadley & McCloy
RSW/MLW
<PAGE> 1
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Graham-Field Health Products, Inc. for the registration of 1,094,940
shares of its common stock pertaining to the Vista Resources, Inc. Stock Option
Plan, the Vista Resources, Inc. 1992 Stock Option Plan, the Fuqua Enterprises,
Inc. 1995 Long-Term Incentive Plan and the Fuqua Enterprises, Inc. 1995 Stock
Option Plan for Outside Directors of our report dated March 10, 1997 (except
for Note 2, paragraph 5, as to which the date is August 28, 1997), with respect
to the consolidated financial statements and schedule of Graham-Field Health
Products, Inc. included in its Annual Report (Form 10-K/A-3) for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
Melville, New York
December 30, 1997
