<PAGE> 1
Registration No. 33-
================================================================================
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 Identification No.)
of incorporation or organization)
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/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================
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 313,887 $11.375 $3,570,404.625 $1,082
==========================================================================================
</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 April 7, 1997.
The Registration 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
GRAHAM-FIELD HEALTH PRODUCTS, INC.
<TABLE>
<CAPTION>
REGISTRATION STATEMENT REGULATION S-K
ITEM NUMBER AND CAPTION ITEM NO. LOCATION IN PROSPECTUS
----------------------- -------- ----------------------
<S> <C> <C>
1. Forepart of the Registration
Statement and Outside Front Cover
Page of Prospectus..................................... 501(a) Cover Page of Registration
Statement
(b) This Cross-Reference Sheet
(c) Inside Front Cover
2. Inside Front and Outside Back
Cover Pages of Prospectus.............................. 502(a) Inside Front Cover
(b) Not Applicable
(c) Inside Front Cover
(d) Not Applicable
(e)-(g) Not Applicable
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges................................................ 503(a) The Company
(b) The Company
(c) Not Applicable
(d) Not Applicable
4. Use of Proceeds.......................................... 504 Use of Proceeds
5. Determination of Offering Price.......................... 505 Not Applicable
6. Dilution................................................. 506 Not Applicable
7. Selling Security Holders................................. 507 Selling Stockholders
8. Plan of Distribution..................................... 508(a)-(b) Not Applicable
(c)-(d) Plan of Distribution
(e)-(j) Not Applicable
9. Description of Securities to be
Registered............................................ 202 Not Applicable
10. Interests of Named Experts and
Counsel................................................ 509 Not Applicable
11. Material Changes......................................... Material Changes
12. Incorporation of Certain Information
by Reference........................................... Incorporation of Certain
Documents by Reference
13. Disclosure of Commission Position on
Indemnification for Securities
Act Liabilities........................................ 510 Not Applicable
</TABLE>
- 2 -
<PAGE> 3
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> 4
PROSPECTUS
SUBJECT TO COMPLETION, DATED APRIL , 1997
GRAHAM FIELD HEALTH PRODUCTS, INC.
313,887 SHARES
COMMON STOCK
--------------------
The 313,887 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 April 7, 1997,
the last reported sale price of the Common Stock on the NYSE was $11.375
per share.
The Company will not receive any of the proceeds from the sale
of the Common Stock offered hereby. Any or all of such Common Stock covered by
this Prospectus may be sold, from time to time, by means of ordinary brokerage
transactions or otherwise. See "Plan of Distribution."
--------------------
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 APRIL , 1997
<PAGE> 5
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
- 2 -
<PAGE> 6
under any circumstance imply that the information herein is correct as of any
date subsequent to the date hereof.
- 3 -
<PAGE> 7
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
20, 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).
- 4 -
<PAGE> 8
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 consisting of approximately 18,500
customers in North America. The Company also markets and distributes its
products throughout Europe, Central and South America, and Asia. The acquisition
of Everest & Jennings International Ltd. ("Everest & Jennings") on November 27,
1996 has positioned the Company as one of the leading manufacturers of durable
medical equipment in North America.
The Company's long-term strategic objective is to become the
leading provider of medical products to the rapidly growing home healthcare and
medical/surgical markets by offering the broadest product line in the industry,
single-source purchasing and technologically advanced, cost-effective delivery
systems. The cornerstone of the Company's sales and marketing strategy is the
Company's Consolidation Advantage Program ("C.A.P."). Through C.A.P., the
Company strives to become the most efficient, reliable low-cost provider of
medical products by offering its customers the ability to significantly reduce
their operating costs by consolidating the purchase of multiple product lines
through a single source. C.A.P. significantly improves the level of service to
the Company's customers by streamlining the purchasing process, increasing order
turnaround, reducing delivery expenses, and providing on-demand inventory.
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 believes that no single competitor serving the Company's markets offers
as broad a product range as the Company. 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. During the five
years ended December 31, 1996, the number of products offered by the Company
expanded from approximately 19,000 to approximately 23,000. The expansion of the
number of products offered is primarily the result of an increase in the number
of distributorship agreements with suppliers and acquisitions of other companies
and product lines.
The Company's principal products and product lines include
durable medical equipment (such as wheelchairs, homecare
- 5 -
<PAGE> 9
beds, ambulatory aids, bathroom and safety equipment), sphygmomanometers (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. By
offering a wide range of products from a single source, the Company enables its
customers to reduce their costs associated with the purchasing process,
including transaction, freight and inventory expenses. 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.
MOTION 2000 ACQUISITION
On February 28, 1997, Everest & Jennings Canadian Limited
("EJC"), an indirect wholly-owned subsidiary of the Company, acquired (the
"Motion 2000 Acquisition") substantially all of the assets and certain
liabilities of Motion 2000 Inc. ("Motion 2000") and its wholly-owned subsidiary,
Motion 2000 Quebec Inc. ("Motion Quebec"; Motion 2000 and Motion Quebec are
collectively referred to as the "Motion 2000 Companies"), pursuant to an Asset
Purchase Agreement dated as of February 10, 1997 (the "Asset Purchase
Agreement"), by and among the Company, EJC and the Motion 2000 Companies. The
purchase price for the net assets of the Motion 2000 Companies was $Cdn. 2.9
million (Canadian dollars), or approximately $2.15 million in U.S. dollars,
which was paid by the issuance of 187,733 shares (the "Motion Shares") of the
common stock of the Company, valued at $11.437 per share, of which 23,230 shares
(the "Motion 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 Asset Purchase Agreement) of the assets acquired by EJC
is equal to or less than Cdn. $450,000, or approximately $333,000 in U.S.
dollars.
- 6 -
<PAGE> 10
The Motion Escrowed Shares will be held in escrow until the
earlier to occur (the "Release Date") of June 28, 1997 or the final resolution
of the purchase price adjustment procedures as provided in the Asset Purchase
Agreement. On the Release Date, a portion of the Motion Escrowed Shares will be
released to Motion 2000 and Motion Quebec in an amount equal to the difference
between (i) 28,095 shares and (ii) the sum of the number of (x) any Motion
Escrowed Shares subject to any indemnification claims in favor of the Company,
(y) any shares used to satisfy any purchase price adjustment in favor of the
Company, and (z) 18,729 shares. The balance of the Motion Escrowed Shares will
be released to Motion 2000 and Motion Quebec on December 31, 1997, subject to
any indemnification claims in favor of the Company.
The Motion 2000 Companies distribute a line of walkers,
rollators, and pediatric wheelchair products and manufacture certain cushion
products.
KUSCHALL ACQUISITION
On March 7, 1997, Everest & Jennings, Inc. ("EJI"), a
wholly-owned subsidiary of the Company, 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 Company, EJI, Michael H. Dempsey, and Naomi C. Dempsey. In
accordance with the terms of the Stock Purchase Agreement, EJI 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 (the
"Kuschall Shares") of the common stock of the Company, valued at $13.00 per
share, of which 23,230 shares (the "Kuschall 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 EJI is greater or less than
$1,510,000.
All of the Kuschall Escrowed Shares will be released to
Michael H. Dempsey and Naomi C. Dempsey on March 7, 1999, subject to any
purchase price adjustments or claims for indemnification in favor of the
Company.
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.
- 7 -
<PAGE> 11
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale
by the Selling Stockholders of the shares of Common Stock offered hereby, unless
any of the Motion Escrowed Shares or Kuschall Escrowed Shares are delivered to
the Company in satisfaction of any purchase price adjustments or claims for
indemnification in favor of the Company in connection with the Motion 2000
Acquisition and/or Kuschall Acquisition.
SELLING STOCKHOLDERS
The Motion Shares were acquired by Motion 2000 and Motion
Quebec in connection with the closing of the Motion 2000 Acquisition on February
28, 1997. The Kuschall Shares were acquired by Michael H. Dempsey and Naomi C.
Dempsey in connection with the closing of the Kuschall Acquisition on March 7,
1997. The Company has agreed to register the Motion Shares and Kuschall Shares
offered hereby, and may from time to time supplement or amend this Prospectus,
as required, to provide other information with respect to the Selling
Stockholders.
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 Company. In consideration
of Mr. Dempsey acting as a consultant to the Company, Mr. Dempsey was granted a
stock option to purchase 10,000 shares of the common stock of the Company
pursuant to a Stock Option Agreement dated as of April 1, 1997, by and between
the Company and Mr. Dempsey. In addition, under the terms of Mr. Dempsey's
consulting agreement with the Company, Mr. Dempsey will be granted a stock
option to purchase 10,000 shares of the common stock of the Company on April 1,
1998 and April 1, 1999.
The table set forth below contains certain information
regarding ownership of the Company's Common Stock by the Selling Stockholders.
The Selling Stockholders may offer all or part of the Common Stock which they
hold pursuant to the offering contemplated by this Prospectus.
- 8 -
<PAGE> 12
TABLE I
<TABLE>
<CAPTION>
SHARES OWNED NO. OF SHARES
PRIOR TO SHARES BEING OWNED AFTER
STOCKHOLDER OFFERING OFFERED OFFERING(2)
----------- -------- ------- -----------
<S> <C> <C> <C>
Motion 2000 174,465(1) 174,465 0
Motion Quebec 13,628 13,628 0
Michael H. Dempsey 37,343(3) 37,343 0
Naomi C. Dempsey 88,811 88,111 0
------- ------- ---
Total 313,887 313,887 0
======= ======= ===
</TABLE>
- ------------------------
(1) Does not include 1,140 shares of Common Stock beneficially owned by two
(2) stockholders of Motion 2000.
(2) The calculation of the number of shares of Common Stock owned after the
offering assumes the sale of all shares offered hereby.
(3) Includes 10,000 shares of Common Stock underlying stock options granted
to Mr. Dempsey on April 1, 1997.
- 9 -
<PAGE> 13
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. 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. 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 or commissions in
connection therewith.
At the time a particular offer of Common Stock is made, 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, and the Common Stock offered
hereby will be, listed on the NYSE.
Under applicable rules and regulations under the Exchange Act,
any person engaged in a distribution of the Common Stock may not simultaneously
engage in market making activities with respect to the Common Stock for a period
of nine business days prior to the commencement of such distribution. In
addition and with limiting the foregoing, the Selling Stockholders and any
person participating in the distribution of the Common Stock will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation rules 10b-6 and 10b-7, which provisions
may limit the timing of purchases and
- 10 -
<PAGE> 14
sales of the Common Stock by the Selling Stockholders or any such other person.
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.
Pursuant to an agreement with the Selling Stockholders, the
Company has agreed to file the Registration Statement of which the Prospectus is
a part with the Commission and use its best efforts to have it declared
effective. Under the terms of the agreement with the Selling Stockholders, the
Company has agreed to use its best efforts to keep such Registration Statement
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.
- 11 -
<PAGE> 15
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 $ 1,082
Legal fees and expenses 5,000
Accounting fees and expenses 2,500
Transfer Agent's fees 1,500
Miscellaneous 1,500
-------
Total $11,582
=======
</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
II-1
<PAGE> 16
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> 17
ITEM 16. EXHIBITS
(a) Exhibits:
2.1 Asset Purchase Agreement dated as of
February 10, 1997, by and among the Company,
Everest & Jennings Canadian Limited, Motion
2000 Inc. and Motion 2000 Quebec Inc. is
incorporated by reference to Exhibit 2(a) to
the Company's Report on Form 8-K dated as of
March 12, 1997.
2.2 Stock Purchase Agreement dated as of March
7, 1997, by and among the Company, Everest &
Jennings, Inc., Michael H. Dempsey, and
Naomi C. Dempsey is incorporated by
reference to Exhibit 2(a) to the Company's
Report on Form 8-K dated as of March 20,
1997.
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).
25 Power of Attorney (included in the signature
pages to this Registration Statement).
II-3
<PAGE> 18
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
II-4
<PAGE> 19
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.
II-5
<PAGE> 20
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 April 7,
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 April 7, 1997
- ----------------------- Chief Executive Officer
Irwin Selinger (Principal Executive
Officer and Director)
s/ Gary M. Jacobs Vice President/Finance April 7, 1997
- ----------------------- and Chief Financial Officer
Gary M. Jacobs (Principal Financial Officer)
</TABLE>
II-6
<PAGE> 21
<TABLE>
<S> <C> <C>
s/ David P. Delaney
- -----------------------
David P. Delaney, Jr. Director April 7, 1997
s/ Harold Lazarus
- -----------------------
Dr. Harold Lazarus Director April 7, 1997
s/ Louis A. Lubrano
- -----------------------
Louis A. Lubrano Director April 7, 1997
s/ Andrew A. Giordano
- -----------------------
Andrew A. Giordano Director April 7, 1997
s/ Robert Spiegel
- -----------------------
Robert Spiegel Director April 7, 1997
s/ Steven D. Levkoff
- -----------------------
Steven D. Levkoff Director April 7, 1997
s/ Bevil J. Hogg
- -----------------------
Bevil J. Hogg Director April 7, 1997
s/ Rodney F. Price
- -----------------------
Rodney F. Price Director April 7, 1997
s/ Donald Press
- -----------------------
Donald Press Director April 7, 1997
s/ Peter Handal
- -----------------------
Peter Handal Director April 7, 1997
</TABLE>
II-7
<PAGE> 22
EXHIBIT INDEX
ITEM NO. DESCRIPTION
(a) Exhibits:
2.1 Asset Purchase Agreement dated as of February 10, 1997, by and
among the Company, Everest & Jennings Canadian Limited, Motion
2000 Inc. and Motion 2000 Quebec Inc. is incorporated by
reference to Exhibit 2(a) to the Company's Report on Form 8-K
dated as of March 12, 1997.
2.2 Stock Purchase Agreement dated as of March 7, 1997, by and
among the Company, Everest & Jennings, Inc., Michael H.
Dempsey, and Naomi C. Dempsey is incorporated by reference to
Exhibit 2(a) to the Company's Report on Form 8-K dated as of
March 20, 1997.
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).
25 Power of Attorney (included in the signature pages to this
Registration Statement).
II-8
<PAGE> 1
EXHIBIT 5.1
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
April 8, 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 313,887 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 (Forms S-3) and related Prospectus of Graham-Field
Health Products, Inc. for the registration of 313,887 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
April 8, 1997
