SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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.
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
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 all of the issued and
outstanding shares of the capital stock (the "Kuschall Stock") of Kuschall of
America, Inc., a California corporation ("Kuschall"), pursuant to a Stock
Purchase Agreement 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.
In accordance with the terms 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. It is impracticable to provide the
required financial information concurrently with the filing of this
report. The Registrant will file the required financial statements as soon
as practicable, but in no event later than sixty (60) days after the due
date of this Current Report on Form 8-K.
(b) Pro-Forma Financial Information and Interim Financial
Statements. It is impracticable to provide the required pro-forma
financial information and interim financial statements concurrently with
the filing of this report. The Registrant will file the required pro-forma
financial information and interim financial statements as soon as
practicable, but in no event later than sixty (60) days after the due date
of this Current Report on Form 8-K.
(c) Exhibits:
Exhibit No. Description
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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.
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* The Registrant shall furnish all omitted schedules and exhibits to the
Stock Purchase Agreement dated as of March 7, 1997, by and among the
Registrant, E&J, Michael H. Dempsey and Naomi C. Dempsey, upon the request
of the Securities and Exchange Commission.
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99(a) Press Release dated March 14, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GRAHAM-FIELD HEALTH PRODUCTS, INC.
Date: March ___, 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.
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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 shall furnish all omitted schedules and exhibits to
the Stock Purchase Agreement dated as of March 7, 1997, by and among
the Registrant, E&J, Michael H. Dempsey and Naomi C. Dempsey, upon
the request of the Securities and Exchange Commission.
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