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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, 1998
[ ] 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
81 Spence Street
ADDRESSES OF PRINCIPAL EXECUTIVE OFFICE
Bay Shore, New York 11706
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 day following the prescribed due date. Yes [X] No [ ] See
explanation below.
Graham-Field Health Products, Inc., (the "Company") intends to
use its best efforts to file its Annual Report on Form 10-K for the year ended
December 31, 1998 (the "Form 10-K") on or before the fifteenth (15th) calendar
day following the prescribed due date, however, there can be no assurance that
the Company will be able to file the Form 10-K on such date.
(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 the Form 10-K could not be
filed within the prescribed period.
As a result of the previously announced internal investigation
conducted by the Audit Committee of the Board of Directors of the Company,
certain accounting irregularities and errors have been identified that will
likely have a material effect on the Company's 1996 and 1997 operating results,
requiring the Company to restate its financial statements for 1996 and 1997. The
Company is currently working to determine the amount of adjustments that will be
required to be made to the 1996 and 1997 financial statements, which will then
be subject to audit by the Company's independent auditors. The Company expects
this process to be completed as soon as reasonably practicable. Accordingly, the
completion of the Company's 1998 year-end audit will not be able to be completed
as scheduled and the Company will not be able to file its Form 10-K within the
prescribed period. In addition, recent management changes at the Company,
including the appointment of a new President and Chief Executive Officer, and
Chief Financial Officer as of March 24, 1999, has also contributed to the delay
in the completion of the Company's 1998 financial statements and preparation of
the Form 10-K.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
John G. McGregor
President and Chief Executive Officer
(516) 273-2200
(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 [ ]
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(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 [ ] See explanation below.
In view of the delay in the completion of the Company's 1998 year-end
audit and release of the Company's 1998 financial statements and recent
management changes, including the appointment of a new President and Chief
Executive Officer and Chief Financial Officer as of March 24, 1999, the Company
is not currently in a position to reasonably estimate the financial results for
the year ended December 31, 1998. However, the Company anticipates reporting a
significant loss for the year ended December 31, 1998.
Graham-Field Health Products, Inc. has caused this notification to be
signed on its behalf by the undersigned thereunto duly authorized.
March 30, 1999 /s/ John G. McGregor
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John G. McGregor
President and Chief
Executive Officer
