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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 12B-25
NOTIFICATION OF LATE FILING
1-8801
SEC File Number
384632 10 5
CUSIP NUMBER
[x] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended..............................................December 31, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates: Not
Applicable.
PART I -- REGISTRANT INFORMATION
GRAHAM-FIELD HEALTH PRODUCTS, INC.
FULL NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER
NOT APPLICABLE
FORMER NAME IF APPLICABLE
400 RABRO DRIVE EAST
ADDRESSES OF PRINCIPAL EXECUTIVE OFFICE
HAUPPAUGE, NEW YORK 11788
CITY, STATE AND ZIP CODE
PART II -- RULES 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense. Yes [x] No [ ]
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(b) The subject annual report on Form 10-K will be filed on or before
the fifteenth calendar following the prescribed due date.
Yes [x] No [ ]
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable. Not Applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Form 10-K could not be filed
within the prescribed period.
As a result of the closing of the acquisition of Fuqua Enterprises,
Inc. ("Fuqua") on December 30, 1997 and the delays associated with the
integration, Graham-Field Health Products, Inc. (the "Company) was unable to
close its books and records on a timely basis and compile by March 31, 1998 all
of the financial information required to be contained in its Annual Report on
Form 10-K for the year ended December 31, 1997. In addition, the Company is in
discussions with its bank concerning non-compliance with certain financial
covenants in its credit agreement.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification:
Irwin Selinger
Chairman of the Board
and Chief Executive Officer
(516) 582-5900
(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) has been filed? If the answer is
no, identify report(s). Yes [x] No [ ]
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be included in
the subject report or portion thereof: Yes [x] No [ ]
For the year ended December 31, 1997, the Company reported revenues of
$263,143,000 as compared to $143,642,000 for the prior year. Including merger
related and restructuring charges of $36,202,000 (of which $7,700,000 of
inventory reserves which will be included in cost of revenues and $5,000,000 of
allowance for receivables which will be included in selling, general and
administrative expenses) and charges of $3,300,000 associated with the
write-off of in-process research and development costs relating to the
Company's acquisition of Fuqua, the Company reported a net loss for 1997 of
$22,893,000 or $1.16 per share on 20,600,000 weighted average shares
outstanding. The 1997 net loss compares with a 1996 net loss (including charges
related to the 1996 acquisition of Everest
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& Jennings International, Ltd. on November 26, 1996 and early retirement of
debt) of $12,609,000 or $.81 per share on 15,557,000 weighted average shares
outstanding.
Graham-Field Health Products, Inc. has caused this notification to be
signed on its behalf by the undersigned thereunto duly authorized.
March 31, 1998 /s/ Irwin Selinger
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Irwin Selinger
Chairman of the Board and
Chief Executive Officer
