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Registration No. 333-29637
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO 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]
The Registrant 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 this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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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.
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PROSPECTUS
GRAHAM-FIELD HEALTH PRODUCTS, INC.
772,557 SHARES
COMMON STOCK
------------------
The 772,557 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 June 18, 1997,
the last reported sale price of the Common Stock on the NYSE was $12.375 per
share.
The Company will not receive any of the proceeds from the sale
of the Common Stock offered hereby. Any or all of 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.
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 JUNE 26, 1997
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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
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under any circumstance imply that the information herein is correct as of any
date subsequent to the date hereof.
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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
21, 1997 (Date of Event: March 7, 1997);
(d) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997;
(e) The Company's Current Report on Form 8-K/A dated as of May
12, 1997 (Date of Event: February 28, 1997);
(f) The Company's Current Report on Form 8-K dated as of May
14, 1997 (Date of Event: May 1, 1997);
(g) The Company's Current Report on Form 8-K/A dated as of May
19, 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
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York 11788, Attention: Corporate Secretary (telephone number (516)
582-5900).
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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), 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. 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.
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LABAC SYSTEMS, INC.
On June 25, 1997, the Company entered into an Agreement and
Plan of Merger (the "Merger Agreement"), by and among the Company, LaBac
Acquisition Corp., a wholly-owned subsidiary of the Company ("GFI Sub"), LaBac
Systems, Inc., a Colorado corporation ("LaBac"), and the Selling Stockholders,
to acquire all of the capital stock of LaBac in a merger transaction. In
accordance with the terms of the Merger Agreement, GFI Sub has merged (the
"Merger") with and into LaBac on June 25, 1997 (the "Effective Date"), LaBac
became a wholly-owned subsidiary of the Company, and the Selling Stockholders
received shares of Common Stock in exchange for their shares of stock of LaBac.
On the Effective Date, ten percent (10%) of the shares of Common Stock to be
received by each Selling Stockholder were placed in escrow for a period of one
(1) year following the Effective Date for payment of indemnity claims by the
Company or purchase price adjustments in favor of the Company. In connection
with the Merger, the Company entered into a registration rights agreement, dated
as of June 25, 1997, with the Selling Stockholders (the "Registration Rights
Agreement") pursuant to which the Company agreed to register for resale the
shares of Common Stock to be acquired by the Selling Stockholders pursuant to
the Merger Agreement.
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SELLING STOCKHOLDERS
The Selling Stockholders acquired the 772,557 shares of Common
Stock offered hereby from the Company pursuant to the Merger 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.
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TABLE I
<TABLE>
<CAPTION>
SHARES OF NO. OF SHARES
GRAHAM-FIELD SHARES OF OF GRAHAM-
STOCK OWNED GRAHAM-FIELD FIELD STOCK
PRIOR TO STOCK BEING OWNED AFTER
STOCKHOLDER OFFERING(1) OFFERED OFFERING(2)
----------- ----------- ------- -----------
<S> <C> <C> <C>
Gregory A. Peek 386,279 386,279 0
Michael Peek 386,278 386,278 0
------- ------- ----
Total 772,557 772,557 0
======= ======= ===
</TABLE>
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(1) Pursuant to the terms of the Merger Agreement, the number of shares
of Common Stock received by the Selling Stockholders in the Merger
may be subject to reduction under certain circumstances.
(2) The calculation of the number of shares of Graham-Field Stock owned
after the offering assumes the sale of all shares offered hereby.
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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. The Selling
Stockholders or any of them may also loan shares of the Common Stock owned by
them to other entities in which one or more of the Selling Stockholders directly
or indirectly own an equity interest. Thus, the person or entity receiving a
pledge or loan 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,
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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, 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.
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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>
<CAPTION>
<S> <C>
Securities and Exchange Commission
registration fee...................................... $2,883
Legal fees and expenses................................. 5,000
Accounting fees and expenses............................ 2,500
Transfer Agent's fees................................... 1,500
Miscellaneous........................................... 1,500
-----
Total.......................................$13,383
======
</TABLE>
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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
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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.
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ITEM 16. EXHIBITS
(a) Exhibits:
2(a) Agreement and Plan of Merger dated as of June 25,
1997, by and among the Company, LaBac Acquisition
Corp., a wholly-owned subsidiary of the Company,
LaBac Systems, Inc., Gregory A. Peek, and Michael
Peek (incorporated by reference herein).
4(a) Registration Rights Agreement dated as of June 25,
1997, by and among the Company, Gregory A. Peek, and
Michael Peek (incorporated by reference herein).
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).
-----------
* Previously filed
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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
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Graham-Field Health Products, Inc. has duly caused this Amendment No. 1 to the
Form S-3 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Hauppauge, New York on June 26, 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 amended 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 June 26, 1997
- ----------------------
Irwin Selinger Chief Executive Officer
(Principal Executive Of-
ficer and Director)
* Vice President/Finance June 26, 1997
- ---------------------- and Chief Financial Offi-
Gary M. Jacobs cer (Principal Financial
Officer and Principal
Accounting Officer)
</TABLE>
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<PAGE> 20
<TABLE>
<CAPTION>
<S> <C> <C>
*
- -------------------------
David P. Delaney, Jr. Director June 26, 1997
*
- -------------------------
Dr. Harold Lazarus Director June 26, 1997
*
- -------------------------
Louis A. Lubrano Director June 26, 1997
*
- -------------------------
Andrew A. Giordano Director June 26, 1997
*
- -------------------------
Steven D. Levkoff Director June 26, 1997
*
- -------------------------
Bevil J. Hogg Director June 26, 1997
*
- -------------------------
Rodney F. Price Director June 26, 1997
*
- -------------------------
Donald Press Director June 26, 1997
*
- -------------------------
Peter Handal Director June 26, 1997
</TABLE>
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<PAGE> 21
EXHIBIT INDEX
ITEM NO. DESCRIPTION
- -------- -----------
(a) Exhibits:
2(a) Agreement and Plan of Merger dated as of June 25, 1997, by and
among the Company, LaBac Acquisition Corp., a wholly-owned
subsidiary of the Company, LaBac Systems, Inc., Gregory A.
Peek, and Michael Peek (incorporated by reference herein).
4(a) Registration Rights Agreement dated as of June 25, 1997, by
and among the Company, Gregory A. Peek, and Michael Peek
(incorporated by reference herein).
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).
________________
* Previously filed
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