-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JzSB3oW484P5EClg08Aj53wlSuwT62rjdmUHRVAa669NUW0+IYPzo717JWFD7Uem yB1sCfihCbmXQWX8+cSjJg== 0000950123-97-004291.txt : 19970515 0000950123-97-004291.hdr.sgml : 19970515 ACCESSION NUMBER: 0000950123-97-004291 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970501 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970514 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAHAM FIELD HEALTH PRODUCTS INC CENTRAL INDEX KEY: 0000709136 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 112578230 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08801 FILM NUMBER: 97604299 BUSINESS ADDRESS: STREET 1: 400 RABRO DR E CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 5165825800 MAIL ADDRESS: STREET 1: 400 RABNO DRIVE EAST CITY: HAUPPAUGE STATE: NY ZIP: 11788 FORMER COMPANY: FORMER CONFORMED NAME: PATIENT TECHNOLOGY INC DATE OF NAME CHANGE: 19880811 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 1997 Graham-Field Health Products, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 1-8801 11-2578230 (State or Other Juris- (Commission File (IRS Employer diction of Incorporation) Number) Identification No.) 400 Rabro Drive East, Hauppauge, NY 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) 2 ITEM 5. OTHER EVENTS. On May 1, 1997, Graham-Field Health Products, Inc., a Delaware corporation (the "Company"), announced that its Board of Directors has approved an amendment to the Amended and Restated Stockholder Agreement dated as of September 3, 1996, as amended on September 19, 1996, by and among BIL (Far East Holdings) Limited ("BIL"), the Company and Irwin Selinger, pursuant to which BIL, the Company's largest stockholder, will be permitted to purchase additional shares of common stock of the Company on the open market or in privately-negotiated transactions, so long as BIL does not acquire a number of shares which, together with shares already owned by BIL, represent more than 49% of the voting power of all shares of the Company stock then outstanding. BIL has informed the Company that it intends to purchase additional shares on the open market from time to time subject to market conditions, subject to the above-mentioned 49% limit. Currently BIL owns shares of common and preferred stock of the Company representing 34% of the voting power of all shares outstanding. Additional information with respect to the transactions described herein is included in the press release issued by the Company on May 1, 1997 attached hereto as Exhibit 99(a). ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not Applicable. (b) Not Applicable. (c) Exhibit No. Description 4(a) Amendment No. 1, dated as of May 1, 1997, to the Amended and Restated Stockholder Agreement, dated as of September 3, 1996, by and among Graham-Field Health Products, Inc., BIL (Far East Holdings) Limited and Irwin Selinger 99(a) Press Release, dated May 1, 1997 - 2 - 3 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: May 14, 1997 By: /s/ Richard S. Kolodny ---------------------------------- Name: Richard S. Kolodny Title: Vice President, General Counsel and Secretary - 3 - 4 EXHIBIT INDEX Page No. 4(a) Amendment No. 1, dated as of May 1, 1997, to the Amended and Restated Stockholder Agreement, dated as of September 3, 1996, as amended on September 19, 1996, by and among Graham-Field Health Products, Inc., BIL (Far East Holdings) Limited and Irwin Selinger 99(a) Press Release, dated May 1, 1997 - 4 - EX-4.A 2 AMENDMENT #1 TO AMENDED AND RESTATED STOCKHOLDER 1 AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCKHOLDER AGREEMENT AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCKHOLDER AGREEMENT, dated as of May 1, 1997 (this "First Amendment"), by and among BIL (FAR EAST HOLDINGS) LIMITED, a Hong Kong corporation ("BIL"), GRAHAM-FIELD HEALTH PRODUCTS, INC., a Delaware corporation (the "Company"), and IRWIN SELINGER ("Mr. Selinger"). WHEREAS, BIL, the Company and Mr. Selinger are parties to an Amended and Restated Stockholder Agreement, dated as of September 3, 1996, as amended on September 19, 1996, pursuant to which BIL, the Company and Mr. Selinger established certain terms and conditions concerning the acquisition and disposition of securities of the Company after the Effective Time (as subsequently amended and restated, the "Stockholder Agreement"; capitalized terms not otherwise defined herein shall have the meanings set forth in the Stockholder Agreement); and WHEREAS, BIL, the Company and Mr. Selinger desire to amend the Stockholder Agreement in accordance with the terms hereof; NOW, THEREFORE, BIL, the Company and Mr. Selinger hereby agree as follows: SECTION 1. Amendment to the Stockholder Agreement. Section 4.01 of the Stockholder Agreement is, effective as of the date hereof, amended in its entirety to read as follows: 4.01 Limitation on Acquisition of Equity Securities. Following the Effective Time and until the Restricted Group beneficially owns Outstanding Voting Securities representing less than 5% of the Voting Power of all Outstanding Voting Securities, no member of the Restricted Group shall acquire beneficial ownership of any Equity Securities, except (i) the acquisition of Equity Securities pursuant to the Merger Agreement or upon the conversion of or as a dividend on the BIL Series B Preferred Shares or the BIL Series C Preferred Shares in accordance with their terms, (ii) by way of stock dividends, stock splits or other distributions or offerings made available to holders of Equity Securities generally, (iii) pursuant to plans established by the Company for members of the Board of Directors, (iv) pursuant to the exercise of BIL's right to acquire Equity Securities directly from the Company as provided for in Section 4.02 or (v) the purchase of Equity Securities in open-market or privately-negotiated transactions, provided that, immediately after giving effect to such purchase, the members of the Restricted Group would not own, in the aggregate, Outstanding Voting Securities - 5 - 2 representing more than 49% of the Voting Power of all Outstanding Voting Securities." SECTION 2. Representations. (a) The Company represents to BIL that it has the requisite corporate power to enter into this First Amendment and to carry out its obligations hereunder, that the execution and delivery of this First Amendment has been duly authorized by all necessary corporate actions on the part of the Company and that this First Amendment has been duly executed and delivered on behalf of the Company. (b) BIL represents to the Company and Mr. Selinger that it has the requisite corporate power to enter into this First Amendment and to carry out its obligations hereunder, that the execution and delivery of this First Amendment has been duly authorized by all necessary corporate actions on the part of BIL and that this First Amendment has been duly executed and delivered on behalf of BIL. SECTION 3. Effect on the Stockholder Agreement. Except as specifically amended hereby, the original provisions of the Stockholder Agreement remain in full force and effect. SECTION 4. Counterparts. This First Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. SECTION 5. Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to a contract executed and performed in such State, without giving effect to the conflicts of laws principles thereof. - 6 - 3 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the day and year first above written. BIL (FAR EAST HOLDINGS) LIMITED By: ------------------------------------ Name: Rodney F. Price Title: Director GRAHAM-FIELD HEALTH PRODUCTS, INC. By: ------------------------------------ Name: Irwin Selinger Title: Chairman of the Board and Chief Executive Officer ------------------------------------ Irwin Selinger - 7 - EX-99.A 3 PRESS RELEASE 1 [LOGO} FOR IMMEDIATE RELEASE Contacts: Gary M. Jacobs Vice President, Finance GRAHAM-FIELD HEALTH PRODUCTS, INC. Chief Financial Officer (516) 582-5900 400 RABRO DRIVE EAST Mark Kesselmen HAUPPAUGE, NEW YORK 11788 Euromedia, Inc. (212) 628-9866 GRAHAM-FIELD HEALTH PRODUCTS, INC. REPORTS RECORD REVENUE AND RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 1997 AND BIL (FAR EAST HOLDINGS) LIMITED ANNOUNCES INTENTION TO PURCHASE ADDITIONAL SHARES OF COMMON STOCK OF GRAHAM-FIELD IN THE OPEN MARKET HAUPPAUGE, NEW YORK, May 1, 1997--Graham-Field Health Products, Inc. (NYSE-GFI), a manufacturer and supplier of healthcare products, today reported record revenues and results for the first quarter ended March 31, 1997. Revenues for the first quarter, which included the Company's first full quarter of results for Everest & Jennings, were $51,332,000, as compared to $27,348,000 for the same period last year, an 88% increase. Income before income taxes was $3,554,000 for the quarter, as compared to $928,000 for the same period last year, a 283% increase. Net income for the quarter was $2,084,000 or $.09 per share on 24,181,000 weighted average shares outstanding, as compared to $510,000 or $.03 per share (excluding $.01 per share attributable to the gain on the sale in March 1996 of the Company's Gentle Expressions(R) breast pump product line) on 14,182,000 weighted average shares outstanding, for the same period last year. 2 Revenues for the first quarter included approximately $11.8 million attributable to Everest & Jennings. Revenues, without Everest & Jennings, increased in excess of 44% from the same period in the prior year. The increase in revenues, excluding Everest & Jennings' revenues, was attributable to the continued roll-out of the Company's innovative "GF Express" program, the expansion of our Consolidated Advantage Program (C.A.P.), and the introduction of new product lines. The increase in net income is due to increased revenues, an increase in the gross profit margin, and a decrease in selling, general and administrative expenses, as a percentage of operating revenue. Selling, general and administrative expenses declined as a percentage of operating revenue to 24% from 27%. The Company's gross profit margin increased to 32% as compared to 31% for the same period in the prior year. The increase in the gross profit margin was primarily attributable to the improved operational efficiencies associated with the manufacture and distribution of the Company's product lines, and improved purchasing activities. BIL (Far East Holdings) Limited, an affiliate of Brierley Investments Limited, a New Zealand investment holdings company with assets of approximately $10 billion, has informed the Company that it intends to purchase additional shares of common stock of the Company in the open market, from time to time, subject to market conditions, in an amount such that BIL's total holdings do not exceed 49% of the voting power of the Company's outstanding stock. Currently, BIL owns shares of common stock representing 21% of the issued and outstanding shares of common stock, and combined with BIL's preferred stock, approximately 34% of the voting power -2- 3 of all outstanding shares of the Company's capital stock. In order to facilitate BIL's open market purchases, the Board of Directors has approved an amendment to the Company's Stockholder Agreement with BIL, to enable BIL to purchase additional shares in the open market. Rodney F. Price, an executive managing director of BIL and a director of the Company, stated, "BIL believes that the current market price of the Company's stock is undervalued and does not reflect the intrinsic value of the Company. BIL is committed to enhancing the future growth of Graham-Field." Irwin Selinger, Chairman of the Board and Chief Executive Officer stated, "the Company posted internal revenue growth in excess of 44% for the quarter. We are confident that revenue will continue to improve throughout the year. During March and April, we concluded a number of contracts with major national and regional accounts such as General Medical, a division of McKesson and Robbins, Owens and Minor, Sysco Corporation and Physician Sales and Services, Inc. In April, we signed a new strategic distribution agreement with Baxter Healthcare Corporation and Allegiance Healthcare Corporation, which will contribute to increased revenue growth. Two new "GF Express" facilities will be opened in Baltimore, Maryland and Cleveland, Ohio during the second quarter of 1997. Our Everest & Jennings acquisition has successfully been integrated in Graham-Field and in March, we began to see revenues in Everest & Jennings begin to grow. We are confident that Everest & Jennings' revenues will grow significantly in 1997. On another note, we are delighted that BIL has reaffirmed its commitment as a major stockholder of the Company and its intention to purchase additional shares in the open market. -3- 4 We believe that our strategic partnership with BIL will significantly contribute to the world-wide growth of the Company through BIL's alliances, knowledge of, and presence in the European and Far Eastern markets." Graham-Field maintains distribution and manufacturing facilities throughout the United States, Canada, Mexico and Puerto Rico. Graham-Field manufactures, markets and distributes more than 23,000 healthcare and rehabilitation products for hospital, physician and home use to approximately 18,500 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, 1996 and Graham-Field's Registration Statement on Form S-4 dated as of October 18, 1996. 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. -4- 5 CONSOLIDATED CONDENSED BALANCE SHEETS GRAHAM-FIELD HEALTH PRODUCTS, INC. AND SUBSIDIARIES
March 31, December 31, ASSETS 1997 1996 ------ --------- ------------ (unaudited) (audited) CURRENT ASSETS: Cash and cash equivalents 2,141,000 $ 1,552,000 Accounts receivable - net 50,922,000 43,651,000 Inventories 49,625,000 45,810,000 Other current assets 3,649,000 3,001,000 Recoverable and prepaid income taxes 256,000 256,000 ------------- ------------- TOTAL CURRENT ASSETS 106,593,000 94,270,000 PROPERTY, PLANT AND EQUIPMENT - net 11,555,000 10,771,000 EXCESS OF COST OVER NET ASSETS ACQUIRED - net 93,299,000 91,412,000 OTHER ASSETS 4,950,000 5,112,000 DEFERRED TAX ASSET 678,000 911,000 ------------- ------------- TOTAL ASSETS $ 217,075,000 $ 202,476,000 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Note payable to bank $ 33,469,000 $ 13,985,000 Current maturities of long-term debt 2,569,000 2,016,000 Accounts payable 17,181,000 20,781,000 Acceptances payable 14,800,000 19,800,000 Accrued expenses 22,226,000 25,283,000 ------------- ------------- TOTAL CURRENT LIABILITIES 90,245,000 81,865,000 LONG-TERM DEBT 6,550,000 6,057,000 OTHER LONG-TERM LIABILITIES 1,522,000 1,752,000 ------------- ------------- TOTAL LIABILITIES 98,317,000 89,674,000 STOCKHOLDERS' EQUITY: Series A preferred stock Series B preferred stock 28,200,000 28,200,000 Series C preferred stock 3,400,000 3,400,000 Common stock 475,000 467,000 Additional paid-in capital 105,421,000 101,569,000 (Deficit) (18,583,000) (20,667,000) Cumulative translation adjustment -- (12,000) ------------- ------------- Subtotal 118,913,000 112,957,000 Notes Receivable from sale of shares (155,000) (155,000) ------------- ------------- TOTAL STOCKHOLDERS' EQUITY 118,758,000 112,802,000 COMMITMENTS AND CONTINGENCIES TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 217,075,000 $ 202,476,000 ============= =============
6 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS GRAHAM-FIELD HEALTH PRODUCTS, INC. AND SUBSIDIARIES (Unaudited)
Three Months Ended March 31 ------------------ 1997 1996 ----------- ----------- REVENUES: Operations $51,204,000 $26,929,000 Interest and other income 128,000 419,000 ----------- ----------- 51,332,000 27,348,000 COST AND EXPENSES: Cost of revenues 34,657,000 18,502,000 Selling, general and administrative 12,149,000 7,329,000 Interest expense 972,000 589,000 ----------- ----------- 47,778,000 26,420,000 ----------- ----------- INCOME BEFORE INCOME TAXES 3,554,000 928,000 INCOME TAXES 1,470,000 418,000 ----------- ----------- NET INCOME $ 2,084,000 $ 510,000 =========== =========== PER SHARE DATA: NET INCOME PER SHARE $ .09 $ .04 =========== =========== WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING 24,181,000 14,182,000 =========== ===========
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