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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
1-8801
SEC File Number
384632 10 5
CUSIP NUMBER
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[x] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended ............................................... March 31, 1999
[ ] 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 quarterly report on Form 10-Q will be filed on or before
the fifth (5th) 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 Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999 (the "Form 10-Q") on or before the fifth (5th) calendar day
following the prescribed due date, however, there can be no assurance that the
Company will be able to file the Form 10-Q 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 Form 10-Q could not be filed
within the prescribed period.
The Company will not be able to file its Form 10-Q within the prescribed
period because of the delays associated with the completion of the Company's
1998 year-end audit and Form 10-K, which has affected the Company's ability to
complete its financial statements on a timely basis for the quarter ended March
31, 1999. The delay in the completion of the 1998 year-end audit and Form 10-K
is primarily due to an internal investigation conducted by the Audit Committee
of the Company's Board of Directors, which revealed certain accounting errors
and irregularities relating to the Company's financial results for 1996 and
1997. The results of the investigation will require the Company to restate its
financial statements for 1996 and 1997. 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 1998 year-end audit.
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) been filed? If the answer is no,
identify report(s). Yes [ ] No [X]
The Company's Annual Report on Form 10-K for the year ended
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December 31, 1998 was not filed within the prescribed period.
(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 [ ]
While the Company has not completed its financial statements for the
quarter ended March 31, 1999 (the "1999 Quarter"), the Company
anticipates reporting revenues of approximately $85 million, as compared to
preliminary restated revenues of $98 million for the quarter ended March 31,
1998 (the "1998 Quarter"). For the 1999 Quarter, the Company anticipates
reporting a pre-tax loss of approximately $8 million, as compared to a
preliminary restated pre-tax loss of $1.0 million for the 1998 Quarter. The
preliminary pre-tax loss for the 1999 Quarter includes professional and other
advisory fees of approximately $4 million, a substantial portion of which is
not expected to be recurring.
Graham-Field Health Products, Inc. has caused this notification to be
signed on its behalf by the undersigned thereunto duly authorized.
May 17, 1999 /s/ John G. McGregor
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John G. McGregor
President and Chief Executive Officer
