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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 7, 1997.
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GRAHAM-FIELD HEALTH PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-8801 11-2578230
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
400 Rabro Drive East, Hauppauge, New York 11788
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 582-5900
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Not Applicable
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 7, 1997 (the "Closing Date"), Everest & Jennings, Inc.
("E&J"), a wholly-owned subsidiary of Graham-Field Health Products, Inc., a
Delaware corporation (the "Registrant"), acquired substantially all of the
issued and outstanding shares of capital stock (the "Kuschall Stock") of
Kuschall of America, Inc., a California corporation ("Kuschall"), pursuant to a
Stock Purchase Agreeement, dated as of March 7, 1997 (the "Stock Purchase
Agreement"), by and among the Registrant, E&J, Michael H. Dempsey, and Naomi C.
Dempsey. The Stock Purchase Agreement contains customary representations and
warranties of the parties. Under the terms of the Stock Purchase Agreement,
the obligations of Kuschall were guaranteed by the former principal of
Kuschall, Michael H. Dempsey. In accordance with the terms and provisions of
the Stock Purchase Agreement, E&J acquired the Kuschall Stock for a purchase
price (the "Purchase Price") equal to $1,510,000. The Purchase Price was paid
by the issuance and delivery of 116,154 shares of the common stock, par value
$.025 per share, of the Registrant, valued at $13.00 per share of which 23,230
shares (the "Escrowed Shares") were delivered into escrow. The Purchase Price
is subject to adjustment if the final determination of the Closing Date Net
Book Value (as defined in the Stock Purchase Agreement) of the assets acquired
by E&J is greater or less than $1,510,000. All of the escrowed shares will be
held in escrow until March 7, 1999, subject to any purchase price adjustments
in favor of E&J or claims for indemnification.
The former principal of Kuschall, Michael H. Dempsey, entered into a
three (3) year consultant agreement dated as of March 7, 1997, pursuant to which
Mr. Dempsey will act as a consultant to the Registrant.
Kuschall manufactures pediatric wheelchairs, high-performance adult
wheelchairs and other rehabilitation products. Kuschall has a significant
presence in the United States, Canada, Japan, New Zealand and Australia, and
generates revenues of approximately $4 million annually.
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ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS:
The Registrant is not required to file financial information
under the rules and regulations of the Securities and
Exchange Commission in connection with the Registrant's
acquisition of Kuschall of America, Inc.
(B) PRO-FORMA FINANCIAL INFORMATION AND INTERIM FINANCIAL
STATEMENTS.
The Registrant is not required to file financial information
under the rules and regulations of the Securities and
Exchange Commission in connection with the Registrant's
acquisition of Kuschall of America, Inc.
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(C) EXHIBITS:
EXHIBIT NO. DESCRIPTION
2(a) Stock Purchase Agreement* dated as of March 7, 1997,
by and among Graham-Field Health Products, Inc. (the
"Registrant"), Everest & Jennings, Inc. ("E&J"),
Michael H. Dempsey and Naomi C. Dempsey.
10(a) Escrow Agreement* dated as of March 7, 1997, by and
among the Registrant, E&J, Michael H. Dempsey, and
Robert E. Lesser, as escrow agent.
10(b) Consultant Agreement* dated as of March 7, 1997, by
and between the Registrant and Michael H. Dempsey.
99(a) Press Release* dated March 14, 1997.
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* Such items were previously furnished to the Securities and Exchange
Commission in connection with the filing of the Registrant's Form 8-K
(Date of Event Reported: March 7, 1997) on March 20, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
GRAHAM-FIELD HEALTH PRODUCTS, INC.
Date: May 19, 1997 By: s/Irwin Selinger
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Irwin Selinger
Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
ITEM NO. DESCRIPTION PAGE NO.
(A) FINANCIAL STATEMENTS:
The Registrant is not required to file financial information
under the rules and regulations of the Securities and
Exchange Commission in connection with the Registrant's
acquisition of Kuschall of America, Inc.
(B) PRO-FORMA FINANCIAL INFORMATION AND INTERIM FINANCIAL STATEMENTS:
The Registrant is not required to file financial information
under the rules and regulations of the Securities and
Exchange Commission in connection with the Registrant's
acquisition of Kuschall of America, Inc.
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ITEM NO. DESCRIPTION PAGE NO.
(C) EXHIBITS:
2(a) Stock Purchase Agreement dated as of March 7, 1997, by and among
Graham-Field Health Products, Inc. (the "Registrant"), Everest &
Jennings, Inc. ("E&J"), Michael H. Dempsey and Naomi C. Dempsey. *
10(a) Escrow Agreement dated as of March 7, 1997, by and among the
Registrant, E&J, Michael H. Dempsey, and Robert E. Lesser, as escrow
agent. *
10(b) Consultant Agreement dated as of March 7, 1997, by and between the
Registrant and Michael H. Dempsey. *
99(a) Press Release dated March 14, 1997. *
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* The Registrant furnished such exhibits to the Securities and Exchange
Commission in connection with the filing of the Registrant's Form 8-K
(Date of Event Reported: March 7, 1997) on March 20, 1997.
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