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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) July 29, 1998.
GRAHAM-FIELD HEALTH PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-8801 NY 11-2578230
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
400 Rabro Drive East, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 582-5900
Not Applicable
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On July 29, 1998, Irwin Selinger resigned as Chairman of the
Board, Chief Executive Officer and President of Graham-Field Health Products,
Inc. (the "Company"), and entered into a separation agreement (the "Separation
Agreement") with the Company. For a description of the terms and provisions of
the Separation Agreement, See Exhibit 10.
Simultaneously with Mr. Selinger's resignation, Rodney F.
Price, the Chairman of Thistle Hotels PLC and a consultant to Brierley
Investments Ltd., a New Zealand investment holding company, was appointed
Chairman of the Board and Chief Executive Officer of Graham-Field. Mr. Price
was formerly the Chairman of Everest & Jennings International Ltd. and an
executive director of Brierley. Brierley currently holds approximately 24% of
the voting power of the capital stock of Graham-Field. Paul Bellamy, the Chief
Financial Officer of the Company was named interim President and Chief Operating
Officer.
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ITEM 7. EXHIBITS
(c) EXHIBIT NO. DESCRIPTION
10 Separation Agreement dated as of July
29, 1998, by and between Irwin Selinger
and Graham-Field Health Products, Inc.
99 Press Release, dated July 30, 1998.
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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: August 11, 1998 By: /s/Rodney F. Price
------------------
Name: Rodney F. Price
Title: Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
ITEM NO. DESCRIPTION
10 Separation Agreement dated as of July
29, 1998, by and between Irwin
Selinger and Graham-Field Health
Products, Inc.
99 Press Release, dated July 30, 1998.
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Exhibit 10
SEPARATION AGREEMENT
This SEPARATION AGREEMENT ("Separation Agreement") is made and
entered into as of the 29th day of July 1998, by and between Irwin Selinger,
residing at 11 High Ridge Lane, Matinecock, New York 11771 (the "Executive"),
and Graham-Field Health Products, Inc., a Delaware corporation, having its
principal executive offices at 400 Rabro Drive East, Hauppauge, New York 11788
(the "Corporation").
W I T N E S S E T H :
WHEREAS, the Executive has been employed by the Corporation as
its Chairman of the Board, President and Chief Executive Officer pursuant to an
employment agreement dated July 8, 1981, as amended (the "Employment
Agreement");
WHEREAS, the Executive and Corporation have entered into an
agreement dated as of July 21, 1989 relating to certain termination benefits in
the event of a change of control of the Corporation (the "Change of Control
Agreement");
WHEREAS, the Executive has promised to pay to the order of the
Corporation the principal sum of Two Million Five Hundred Thousand Dollars
($2,500,000) plus interest pursuant to a note, dated December 3, 1997, issued by
the Executive and held by the Corporation, of which $2,200,000 of principal
remains outstanding (the "Note");
WHEREAS, the Corporation and the Executive have determined
that it is in the best interests of the Corporation that the Executive's
positions with the Corporation, its subsidiaries and affiliates be terminated;
WHEREAS, the Executive and the Corporation desire to establish
the terms for such termination and to settle fully and finally all matters
between them, including, but not limited to, any issues that might arise out of
the Executive's employment or the Employment Agreement or the termination of his
employment or the Change of Control Agreement or the Note, and accordingly, have
agreed that it is in the best interests of the Corporation and the Executive to
enter into this Separation Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, the parties hereto, intending to be legally bound,
agree as follows:
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1. AGREEMENT TO TERMINATE. The Executive and the Corporation
agree that the Executive's positions as Chairman of the Board, Chief Executive
Officer, President and Chief Operating Officer of the Corporation, all other
officer and employee positions with the Corporation and its subsidiaries and
affiliates, and all directorships with the Corporation and its subsidiaries and
affiliates, including the directorship with Irving Tanning Company, are hereby
terminated as of the date of this Separation Agreement (the "Termination Date").
2. TERMINATION OF EMPLOYMENT AGREEMENT AND CHANGE OF CONTROL
AGREEMENT; PAYMENT OF SALARY. Upon the execution of this Separation Agreement,
the Employment Agreement and the Change of Control Agreement shall automatically
terminate, and the Executive shall thereupon cease to be entitled to receive any
payments or benefits payable under the Employment Agreement and the Change of
Control Agreement, except the Executive shall be entitled to continue to receive
the same benefits as currently provided under the Employment Agreement,
including but not limited to, (i) a base salary of $550,000, which shall be
payable on a weekly basis or in such other manner as generally paid to the
executive officers of the Corporation, (ii) healthcare and insurance benefits as
generally provided to the executive officers of the Corporation but in any event
on terms no less favorable to the Executive than currently provided, (iii) the
lease and insurance payments and the maintenance and fuel expenses for the
Executive's current Corporation - provided automobile, and (iv) upon the death
of the Executive on or prior to July 31, 1999, a lump sum payment equal to the
remaining base salary to be paid from the date of death through July 31, 1999,
provided, however, the Executive hereby acknowledges that he shall have no
rights with respect to accrued vacation prior to the date hereof or hereafter,
and shall not be furnished with any offices or secretarial or clerical
assistance. The benefits referred to in Section 2(i) shall continue to be paid
to the Executive through July 31, 1999, and the benefits referred to in Section
2(ii) and Section 2(iii) shall continue to be paid to the Executive until July
8, 2001. In consideration of the benefits payable under this Section 2, the
Executive hereby agrees to cooperate with the Corporation in all reasonable
respects with litigations and other actions ("Litigation Cooperation") and, at
the request of the Corporation, and upon prior reasonable notice, provide sales
and marketing support and advice and other support ("Other Cooperation") in
connection with the Corporation's business operations and strategic direction.
With respect to the Other Cooperation, the Executive shall be required to spend
no more than five (5) business days per month for such activities and services,
provided that such services shall not be required to be rendered by the
Executive to the Corporation after July 8, 2001. It being expressly understood
that the Executive shall provide the Corporation with all Litigation Cooperation
without any limitation or restriction with respect to the number of days or time
to be spent for such activities and services. The Executive shall be deemed to
have discharged his obligations hereunder with respect to Litigation Cooperation
and Other Cooperation if he makes himself
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available to the Corporation at reasonable times and upon reasonable notice and
cooperates with the Corporation in good faith. The Corporation hereby agrees to
reimburse the Executive for reasonable business expenses incurred in connection
with the performance of the services relating to Litigation Cooperation and
Other Cooperation, subject to the submission of reasonable documentation in
accordance with the Corporation's standard practices to substantiate such
expenses.
3. EMPLOYEE BENEFITS AND SPLIT DOLLAR LIFE INSURANCE POLICY.
From and after the Termination Date, the Executive shall not be treated as or
deemed to be an employee of the Corporation or any of its subsidiaries or
affiliates, and, except as provided in Section 2, shall not be eligible to
participate in or to receive benefits under any welfare benefit plans,
practices, policies and programs maintained or provided by the Corporation
and/or its subsidiaries. The Corporation shall continue to make premium payments
under the Executive's split dollar life insurance policy (the "Split Dollar
Policy") until May 15, 2000. Thereafter, the Corporation shall cease making such
insurance premium payments under the Split Dollar Policy and cancel the Split
Dollar Policy. The Executive shall reimburse the Corporation for all premium
payments paid from the inception date of the Split Dollar Policy through May 15,
2000 (the "Total Premium Payments"), provided, however, if the cash surrender
value of the split dollar policy as of such date is less than the Total Premium
Payments, the Executive shall only be obligated to reimburse the Corporation in
an amount equal to the cash surrender value plus fifty percent (50%) of the
deficiency.
4. STOCK OPTIONS. From and after the Termination Date, all
options granted to the Executive prior to the date hereof pursuant to the
Corporation's Incentive Program, as amended (the "Incentive Program"), will
remain outstanding in accordance with their terms without any modification to
the terms and provisions of the related stock option agreements, except that all
such options shall expire on the ninetieth (90th) day following the Termination
Date.
5. PAYMENT OF THE NOTE. The Executive agrees that on June 30,
1999, the Executive shall pay $500,000 to the Corporation by a certified or
cashier's bank check, in complete satisfaction of all indebtedness, including
principal and interest under the Note. The Executive hereby agrees to enter into
a new note (the "New Note") to evidence the Executive's obligation to repay the
$500,000, interest free, on June 30, 1999. Simultaneously with the execution of
the New Note, the Corporation shall return to the Executive the cancelled Note
and release to the Executive the shares of common stock of the Corporation held
by the Corporation under that certain Pledge Agreement dated as of December 3,
1997, and such Pledge Agreement shall terminate.
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6. CONFIDENTIAL INFORMATION. From the date hereof until July
31, 2001 (the "Applicable Period"), the Executive shall hold in confidence and
shall not, without the prior written consent of the Corporation, communicate,
use or divulge to any person or entity any secret, confidential or proprietary
information, knowledge or data (collectively, "Confidential Information")
relating to the Corporation (and/or any of its subsidiaries or affiliates) which
has been obtained by the Executive during or by reason of his employment with
the Corporation and/or any of its subsidiaries or affiliates. Notwithstanding
the foregoing, for purposes hereof, the term "Confidential Information" shall
not include any information which (a) is or becomes publicly available without
breach of this Separation Agreement, (b) the Executive rightfully received from
a third party without obligation of confidence, or (c) is required to be
disclosed pursuant to applicable laws, rules or regulations or government
requirement or court order (after advising and consulting with the other party
about its intention to make, and the proposed content of, such disclosure).
7. NON-COMPETITION. In consideration of the payments hereunder
and the forgiveness of indebtedness referred to in Section 5, during the
Applicable Period, the Executive shall not (x) directly or indirectly, own,
manage, operate, join, control or participate in or be connected with as an
officer, employee, consultant, partner, stockholder, lender, or otherwise, any
Competitor, as defined below, or any subsidiary or affiliate thereof, (y)
directly or indirectly solicit the employment of or hire any officer, employee
or consultant of the Corporation or any of its subsidiaries or affiliates who
was so employed as of the date hereof or at any time during the Applicable
Period, unless, such officer, employee or consultant (a) resigns voluntarily
(without any solicitation from the Executive) or (b) is terminated by the
Corporation or any of its subsidiaries or affiliates during the Applicable
Period, or (z) interfere with, solicit or cause or attempt to cause any material
change in, any of the business or accounts of the Corporation or any of its
subsidiaries or affiliates, including, but not limited to, the relationship of
any client, customer or supplier with the Corporation or any of its subsidiaries
or affiliates, which existed as of the date hereof or at any time during the
Applicable Period. During the Applicable Period, a "Competitor" shall be deemed
to mean any business, individual, partnership, firm, corporation or organization
(other than the Corporation or a subsidiary or affiliate of the Corporation)
which manufactures, distributes, or markets medical products in any domestic or
foreign jurisdiction in which the Corporation or a subsidiary or affiliate of
the Corporation engages in such activities. Nothing in this agreement is
intended, or shall be construed, to prevent the Executive during the term hereof
or thereafter from investing in the stock or other securities listed on a
national securities exchange or traded in the over-the-counter market of any
corporation which is at the time a Competitor
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provided that the Executive, together with his relatives and affiliates, shall
not, directly or indirectly, hold, beneficially or otherwise, in the aggregate,
more than five percent (5%) of any issue of such stock or other securities of
any one (1) such corporation. If any term or provision of this Section 7, or any
part or aspect thereof, shall be deemed by a court of competent jurisdiction to
be overly broad in scope, the court considering the same shall have the power
and hereby is authorized and directed to modify such term or provision to limit
such scope so that such term or provision is no longer overly broad and to
enforce the same as so limited.
8. NON-DISPARAGEMENT; PUBLICITY.
8.1 Neither the Executive nor the Corporation will hereafter
make any oral or written statement concerning the other to any person, company
or agency which is disparaging or damaging to the personal or professional
reputation of the Executive, on the one hand, or the Corporation and/or any of
its subsidiaries or affiliates (and their respective directors and officers), on
the other, provided that the foregoing will not restrict any statement or
revelation required by applicable law, regulation or judicial process (after
advising and consulting with the other party about its intention to make, and
the proposed content of such disclosure).
8.2 The Corporation will give the Executive a reasonable
opportunity to review any press release or public filing with the Securities and
Exchange Commission which announces the Executive's termination of employment
with the Corporation, and the Corporation will consider in good faith any
reasonable comments provided by the Executive on a timely basis with respect to
such press release or filing.
9. RELEASES.
9.1 In consideration of the payments and benefits to the
Executive under this Separation Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the Executive, to the extent permitted by applicable law, the Executive
knowingly, voluntarily and unconditionally hereby forever waives, releases and
discharges, and covenants never to sue on, any and all claims, liabilities,
causes of actions, judgments, orders, assessments, penalties, fines, expenses
and costs (including without limitation attorneys' fees) and/or suits of any
kind arising out of any actions, events or circumstances occurring before the
date of this Separation Agreement ("Claims") which the Executive has, ever had
or may have, or which the Executive's heirs, executors, administrators and
assigns, or any of them hereafter can, shall or may have, against the
Corporation and/or any of its subsidiaries, shareholders, officers, directors,
agents, affiliates, employee benefit plan
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fiduciaries, trustees and administrators, and employees, past or present, and
their respective heirs, successors and assigns (collectively, the "Releasees"),
including, without limitation, any Claims arising in whole or in part from the
Executive's employment with the Corporation and/or any of its subsidiaries or
affiliates or the Employment Agreement, the Change of Control Agreement, the
Note, the Pledge Agreement, or the termination of the Executive's employment
with the Corporation or the manner of such termination; provided, however, that
this Section 9 shall not apply to any of the obligations of the Corporation
specifically provided for in or pursuant to this Separation Agreement. This
Separation Agreement is intended as a full and final settlement and compromise
of each, every and all Claims of every kind and nature, whether known or
unknown, which have been or could be asserted against any of the Releasees,
including, without limitation:
(a) any Claims arising out of any employment agreement or other
contract (including, without limitation, the Employment
Agreement, the Change of Control Agreement, the Note, and the
Pledge Agreement), side-letter, resolution, promise or
understanding of any kind, whether written or oral or express
or implied; and
(b) any Claims arising under any federal, state or local civil
rights, human rights, anti-discrimination, labor, employment,
contract or tort law, rule, regulation, order or decision,
including, without limitation, the Family and Medical Leave
Act, the Employee Retirement Income Security Act of 1974, the
Americans with Disabilities Act of 1990, 42 U.S.C. Section
12101 et seq., and Title VII of the Civil Rights Act
of 1964, 42 U.S.C. Section 2000 et seq., and as each
of these laws have been or will be amended.
9.2 In consideration of the obligations of the Executive under
this Separation Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the Corporation, to
the extent permitted by applicable law, the Corporation on behalf of itself and
its subsidiaries and affiliates knowingly, voluntarily and unconditionally
hereby forever waives, releases and discharges, and covenants never to sue on,
any and all Claims arising out of any actions, events or circumstances occurring
before the date of this Separation Agreement which the Corporation, its
subsidiaries or affiliates has, ever had or may have, including, without
limitation, any Claims arising in whole or in part from the Executive's
employment with, or acting as a director of, the Corporation and/or any of its
subsidiaries or affiliates or the termination of the Executive's employment with
the Corporation or the manner of said termination; provided, however, that this
Section 9.2 shall not apply to any of the obligations of the Executive
specifically provided for in or pursuant to this Separation Agreement. This
Separation Agreement is intended as a
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full and final settlement and compromise of each, every and all Claims of every
kind and nature, whether known or unknown, which have been or could be asserted
against the Executive and his respective heirs, successors and assigns.
9.3 The Corporation shall indemnify, defend and hold harmless
the Executive against all liabilities, damages, expenses and costs arising out
of the Executive's service as a director or officer of the Corporation occurring
at or prior to the date hereof, and advance expenses (including reasonable
attorneys' fees) incurred by the Executive in defending any action, suit or
proceeding, to the fullest extent permitted under the Delaware General
Corporation Law and by the Corporation's Certificate of Incorporation and Bylaws
as in effect on the date hereof. The Corporation shall use all reasonable
efforts to assist in the defense of any action, suit or proceeding in respect of
which the Executive is entitled to indemnification hereunder. The Corporation
shall maintain in effect for the Executive for not less than seven (7) years
after the date hereof a policy of Directors' and Officers' liability insurance
with respect to matters occurring prior to the date hereof providing
substantially the same coverage and containing terms and conditions which are no
less advantageous in any material respect to those currently maintained by the
Corporation for the benefit of the Corporation's present or former directors,
employees or agents covered by such insurance policies prior to the date hereof,
provided, however, the Corporation may in lieu of maintaining such existing
insurance as provided above, cause comparable coverage to be provided with any
policy maintained for the benefit of the Corporation, so long as the material
terms are no less advantageous than such existing insurance.
9.4 The Executive acknowledges that the Executive has
carefully read and fully understands all of the terms of this Separation
Agreement, including without limitation the releases contained herein. The
Executive further acknowledges that the Executive has entered into this
Separation Agreement willingly, freely, without duress or coercion and after
having had explained to him by counsel of his choice, his rights under all laws
referred to in this Separation Agreement and the terms and consequences of this
Separation Agreement. The Executive also acknowledges that he has been given the
opportunity to take at least twenty-one (21) days to consider and accept or
reject this Separation Agreement and has chosen to execute, deliver and agree to
this Separation Agreement as of the date of this Separation Agreement. The
Executive agrees that the Executive has been given a fair, reasonable and
sufficient time to fully consider all of the terms of this Separation Agreement.
The Executive may revoke the portion of this Separation Agreement that relates
to the release of any claim the Executive may have under the Age Discrimination
in Employment Act of 1967 (including, without limitation, the Older Workers
Benefit Protection Act) at any time within seven (7) days after the date of
execution of this Separation Agreement by
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notifying the Corporation of such revocation in writing. Notwithstanding the
foregoing, no such revocation shall affect or alter any other term or provision
of this Separation Agreement or any other release granted hereunder, all of
which shall survive any such revocation in accordance with their terms.
9.5 Except as specifically provided for in or pursuant to this
Separation Agreement, the Executive shall not be entitled to any compensation,
remuneration or other payments from the Corporation and/or the Corporation's
subsidiaries or affiliates and the Corporation (and its subsidiaries and
affiliates) shall have no further obligations to the Executive, including
without limitation under any contract, plan, agreement, understanding or
resolution. Without limiting the foregoing, except as expressly provided for in
or pursuant to this Separation Agreement, the Executive shall have no further
rights and shall be entitled to no further benefits under the Employment
Agreement or the Change of Control Agreement, which the Executive agrees are
superseded in all respects by this Separation Agreement and shall be of no
further force or effect on and as of the date hereof.
10. SCOPE OF AGREEMENT; ENFORCEABILITY. This Separation
Agreement constitutes the entire understanding and agreement between the
Corporation and the Executive with regard to all matters herein and supersedes
all prior oral or written agreements and understandings of the parties with
respect to such matters, whether express or implied, including, to the extent
provided in Section 9.5 of this Separation Agreement, the Employment Agreement
or the Change of Control Agreement. Notwithstanding the foregoing, and subject
to Section 4 of this Separation Agreement, this Separation Agreement shall not
supersede the stock option agreements previously entered into between the
Corporation and the Executive on the terms of the Corporation's Incentive
Program, which shall survive the execution and delivery of this Separation
Agreement and the termination of the Executive's employment with the Corporation
and shall remain binding upon the Corporation and the Executive in accordance
with their respective terms. This Separation Agreement shall inure to the
benefit of and be enforceable by the Executive's heirs, beneficiaries and/or
legal representatives. This Separation Agreement shall inure to the benefit of
and be binding upon the Corporation and its respective successors and assigns.
If any term or provision of this Separation Agreement, or the application
thereof to any person or circumstances, will to any extent be invalid or
unenforceable, the remainder of this Separation Agreement, or the application of
such terms to persons or circumstances, other than those as to which it is
invalid or unenforceable, will not be affected thereby, and each term of this
Separation Agreement will be valid and enforceable to the fullest extent
permitted by law.
11. REMEDIES. The Executive acknowledges and agrees that the
Corporation will have no adequate remedy at law for a
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breach of any of the provisions of Sections 6, 7, and/or 8 of this Separation
Agreement, and would be irreparably harmed, if the Executive breaches any of the
provisions of Sections 6, 7, and/or 8 of this Separation Agreement. The
Executive further agrees that the Corporation shall be entitled to equitable
and/or injunctive relief to prevent any breach or threatened breach of Sections
6, 7, and/or 8 of this Separation Agreement, and to specific performance of each
of the terms of such Sections in addition to any other legal or equitable
remedies that the Corporation may have. The Executive also agrees that he shall
not, in any equity proceeding relating to the enforcement of the terms of
Sections 6, 7, and/or 8 of this Separation Agreement, raise the defense that the
Corporation has an adequate remedy at law. The Corporation acknowledges and
agrees that the Executive will have no adequate remedy at law for a breach of
any of the provisions of Section 8.1 of this Separation Agreement, and would be
irreparably harmed, if the Corporation breaches any of the provisions of Section
8.1 of this Separation Agreement. The Corporation further agrees that the
Executive shall be entitled to equitable and/or injunctive relief to prevent any
breach or threatened breach of Section 8.1 of this Separation Agreement, and to
specific performance of each of the terms of such Section in addition to any
other legal or equitable remedies that the Executive may have. The Corporation
also agrees that it shall not, in any equity proceeding relating to the
enforcement of the terms of Section 8.1 of this Separation Agreement, raise the
defense that the Executive has an adequate remedy at law.
12. AMENDMENTS/WAIVER. This Separation Agreement may not be
amended, waived, or modified other than by a written agreement executed by the
parties to this Separation Agreement or their respective successors and legal
representatives. No waiver by any party to this Separation Agreement of any
breach of any term, provision or condition of this Separation Agreement by the
other party shall be deemed a waiver of a similar or dissimilar condition or
provision at the same time, or any prior or subsequent time.
13. NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed effective upon receipt if either by
hand-delivery to the other party, or by facsimile transmission, the next
business day if by overnight courier, or the third business day after mailing if
by registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Executive: Irwin Selinger
11 High Ridge Lane
Matinecock, New York 11771
with a copy to: Donald Murray, Esq.
Dewey Ballantine LLP
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1301 Avenue of the Americas
New York, New York 10019-6092
If to the Corporation: Graham-Field Health Products, Inc.
400 Rabro Drive East
Hauppauge, NY 11788
Attn: Richard S. Kolodny, Esq.
with a copy to: Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, NY 10005
Facsimile No.: (212) 530-5219
Attn: Robert S. Reder, Esq.
or to such other address as either party shall have furnished to the other in
writing in accordance herewith.
14. GOVERNING LAW; BINDING EFFECT. This Separation Agreement
shall be governed by and construed and enforced in accordance with the laws of
the State of New York without reference to its choice of law provisions, and
shall be binding upon the parties and their respective heirs, executors,
successors and assigns.
15. CONSENT TO JURISDICTION. Each party hereby irrevocably
submits to the exclusive jurisdiction of the United States District Court for
the Eastern District of New York or any court of the State of New York located
in Suffolk County, New York and any action suit or proceeding shall be brought
only in such court (and each party waives any objection based on forum non
conveniens or any other objection to venue therein to the extent permitted by
law), and agrees to delivery of service of process by any of the methods by
which notices may be given pursuant to Section 13, with such service being
deemed given as provided in such Section; provided, however, that such consent
to jurisdiction is solely for the purpose referred to in this Section 15 and
shall not be deemed to be a general submission to the jurisdiction of said
courts in the State of New York other than for such purpose. Nothing herein
shall affect the right of any party to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against
the other in any other jurisdiction.
16. COUNTERPARTS. This Separation Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but which
together shall constitute one and the same instrument.
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17. AMENDMENT TO EVEREST & JENNINGS AND FUQUA STOCKHOLDER
AGREEMENTS. The Executive hereby agrees that he shall be removed as a party from
each of (i) the Stockholders Agreement dated as of September 5, 1997, as
amended, by and among the Corporation, BIL (Far East Holdings) Limited, BIL
Securities (Offshore) Ltd., Irwin Selinger and certain other individuals and
entities and (ii) the Amended and Restated Stockholder Agreement dated as of
September 3, 1996, as amended, by and among BIL (Far East Holdings) Limited, the
Corporation and the Executive. The Executive's agreement in this Section shall
be for the benefit of the other parties to such agreements.
18. WITHHOLDING. The Corporation may withhold from any amounts
or benefits payable under this Separation Agreement such federal, state and
local income and payroll taxes as shall be required to be withheld pursuant to
any applicable law or regulation.
19. LEGAL FEES. The Corporation hereby agrees to pay the
Executive's reasonable legal fees in connection with the negotiation and
execution of this agreement in an amount not to exceed $15,000.
20. PERSONAL ITEMS. The Corporation hereby agrees that the
Executive shall be entitled to remove from the Corporation's offices and retain
the contents of his office, including all personal effects, artwork, gifts and
momentos, but excluding non-personal business files and furniture (other than
the rocking chair, which the Executive may remove and retain).
21. REIMBURSEMENT OF BUSINESS EXPENSES. The Corporation shall
reimburse the Executive against receipts for reasonable business expenses
incurred in connection with the performance of his services on or prior to the
date hereof, subject to the submission of reasonable documentation in accordance
with the Corporation's standard practice to substantiate expenses.
IN WITNESS WHEREOF, the Corporation and the Executive have
caused this Separation Agreement to be executed on and as of the date first
above written.
GRAHAM-FIELD HEALTH PRODUCTS, INC.
/s/ Rodney F. Price
----------------------------------
Rodney F. Price
Chairman of the Board and
Chief Executive Officer
/s/ Irwin Selinger
----------------------------------
Irwin Selinger
7080
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Exhibit 99
FOR IMMEDIATE RELEASE Contacts: Richard S. Kolodny
Vice President,
GRAHAM-FIELD HEALTH PRODUCTS, INC. General Counsel
(516) 582-5900
400 RABRO DRIVE EAST
Stern & Company
HAUPPAUGE, NEW YORK 11788 Jeffrey Goldberger
(212) 888-0044
GRAHAM-FIELD HEALTH PRODUCTS, INC.
ANNOUNCES APPOINTMENT OF NEW
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
HAUPPAUGE, NEW YORK, July 30, 1998--Graham-Field Health Products, Inc.
(NYSE-GFI), a manufacturer and supplier of healthcare products, announced that
Irwin Selinger has resigned as Chairman of the Board and Chief Executive Officer
of Graham-Field, effective today. Rodney F. Price, the Chairman of Thistle
Hotels PLC and a consultant to Brierley Investments Ltd., a New Zealand
investment holding company, was appointed Chairman of the Board and Chief
Executive Officer of Graham-Field. Mr. Price was formerly the Chairman of
Everest & Jennings International Ltd. and an executive director of Brierley.
Brierley currently holds approximately 24% of the voting power of the capital
stock of Graham-Field. Mr. Price will focus on maximizing stockholder value and
overseeing the strategic direction of Graham-Field. Paul Bellamy, Graham-Field's
Chief Financial Officer, will act as interim President and Chief Operating
Officer, until the hiring of a new Chief Operating Officer and President. Prior
to his
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tenure as the Chief Financial Officer of Davis Vision, Mr. Bellamy was the
former Chief Executive Officer and Chief Financial Officer of Nichols Institute,
a California-based international diagnostic services and products company.
Graham-Field will expand its current Board of Directors to include J. Rex Fuqua,
a former director of Graham-Field and the former Chairman of the Board of Fuqua
Enterprises, Inc. Currently, Mr. Fuqua and his family own shares of common stock
of Graham-Field representing approximately 9% of the voting power of
Graham-Field's outstanding capital stock. Mr. Fuqua has rejoined Graham-Field's
Board of Directors to provide additional leadership and strategic direction to
the company. On December 30, 1997, Graham-Field acquired Fuqua, which included
the medical products business of Lumex, Basic American and Prism, all leading
companies in their respective markets.
Graham-Field also announced the formation of a Corporate Governance Committee,
consisting of four directors of Graham-Field, J. Rex Fuqua, the former Chairman
of the Board of Fuqua, David P. Delaney, Jr., the Chairman of the Board and
Chief Executive Officer of Lancer Financial Group, Steven D. Levkoff, the Chief
Executive Officer and President of Standard Folding Cartons, and Louis A.
Lubrano, an investment banker. The Corporate Governance Committee will oversee
and monitor Graham-Field's strategic initiatives, which include cost savings
plans, the consolidation of duplicate manufacturing and distribution facilities,
margin enhancement programs, and the streamlining of Graham-Field's sales and
marketing functions.
Graham-Field maintains distribution and manufacturing facilities throughout
North America. Graham-Field manufactures, markets and distributes more than
45,000 healthcare and
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rehabilitation products for hospital, long-term care, assisted living, physician
and home use to home healthcare, physician, hospital supply and pharmaceutical
distributors, retailers and wholesalers.
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. This press release contains forward-looking
statements based on current expectations that could be affected by the risks and
uncertainties involved in Graham-Field's business. These risks and uncertainties
include, but are not limited to, the effect of economic and market conditions,
the impact of the consolidation of health care practitioners, the impact of
health care reform, opportunities for acquisitions and Graham-Field's ability to
effectively integrate acquired companies, the acceptance and quality of software
products, acceptance and ability to manage operations in foreign markets,
possible disruptions in Graham-Field's computer systems or telephone systems,
possible increases in shipping rates or interruptions in shipping service, the
level and volatility of interest rates and currency values, the impact of
current or pending legislation and regulation, as well as the risks described
from time to time in Graham-Field's reports to the Securities and Exchange
Commission, which include Graham-Field's Annual Report on Form 10-K for the year
ended December 31, 1997 and Graham-Field's Registration Statement on Form S-4
dated as of December 19, 1997. Subsequent written or oral statements
attributable to Graham-Field or persons acting on its behalf are expressly
qualified in their entirety by the cautionary statements in this press release
and those in Graham-Field's reports previously filed with the Securities and
Exchange Commission.
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