-----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, LKRmukoOdgP3caYPWz3gk0U2MEsB1zy2ovqrEFjsKI0criOvLLWPfbfmUzZ9m5cq UGITYH9pHf2npqBhFOLWfA== 0000950123-97-004535.txt : 19970521 0000950123-97-004535.hdr.sgml : 19970521 ACCESSION NUMBER: 0000950123-97-004535 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970307 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970520 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08801 FILM NUMBER: 97611949 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/A 1 AMENDMENT TO FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 7, 1997. -------------- GRAHAM-FIELD HEALTH PRODUCTS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-8801 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.) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On March 7, 1997 (the "Closing Date"), Everest & Jennings, Inc. ("E&J"), a wholly-owned subsidiary of Graham-Field Health Products, Inc., a Delaware corporation (the "Registrant"), acquired substantially all of the issued and outstanding shares of capital stock (the "Kuschall Stock") of Kuschall of America, Inc., a California corporation ("Kuschall"), pursuant to a Stock Purchase Agreeement, dated as of March 7, 1997 (the "Stock Purchase Agreement"), by and among the Registrant, E&J, Michael H. Dempsey, and Naomi C. Dempsey. The Stock Purchase Agreement contains customary representations and warranties of the parties. Under the terms of the Stock Purchase Agreement, the obligations of Kuschall were guaranteed by the former principal of Kuschall, Michael H. Dempsey. In accordance with the terms and provisions of the Stock Purchase Agreement, E&J acquired the Kuschall Stock for a purchase price (the "Purchase Price") equal to $1,510,000. The Purchase Price was paid by the issuance and delivery of 116,154 shares of the common stock, par value $.025 per share, of the Registrant, valued at $13.00 per share of which 23,230 shares (the "Escrowed Shares") were delivered into escrow. The Purchase Price is subject to adjustment if the final determination of the Closing Date Net Book Value (as defined in the Stock Purchase Agreement) of the assets acquired by E&J is greater or less than $1,510,000. All of the escrowed shares will be held in escrow until March 7, 1999, subject to any purchase price adjustments in favor of E&J or claims for indemnification. The former principal of Kuschall, Michael H. Dempsey, entered into a three (3) year consultant agreement dated as of March 7, 1997, pursuant to which Mr. Dempsey will act as a consultant to the Registrant. Kuschall manufactures pediatric wheelchairs, high-performance adult wheelchairs and other rehabilitation products. Kuschall has a significant presence in the United States, Canada, Japan, New Zealand and Australia, and generates revenues of approximately $4 million annually. - 2 - 3 ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS. (A) FINANCIAL STATEMENTS: The Registrant is not required to file financial information under the rules and regulations of the Securities and Exchange Commission in connection with the Registrant's acquisition of Kuschall of America, Inc. (B) PRO-FORMA FINANCIAL INFORMATION AND INTERIM FINANCIAL STATEMENTS. The Registrant is not required to file financial information under the rules and regulations of the Securities and Exchange Commission in connection with the Registrant's acquisition of Kuschall of America, Inc. - 3 - 4 (C) EXHIBITS: EXHIBIT NO. DESCRIPTION 2(a) Stock Purchase Agreement* dated as of March 7, 1997, by and among Graham-Field Health Products, Inc. (the "Registrant"), Everest & Jennings, Inc. ("E&J"), Michael H. Dempsey and Naomi C. Dempsey. 10(a) Escrow Agreement* dated as of March 7, 1997, by and among the Registrant, E&J, Michael H. Dempsey, and Robert E. Lesser, as escrow agent. 10(b) Consultant Agreement* dated as of March 7, 1997, by and between the Registrant and Michael H. Dempsey. 99(a) Press Release* dated March 14, 1997. - -------- * Such items were previously furnished to the Securities and Exchange Commission in connection with the filing of the Registrant's Form 8-K (Date of Event Reported: March 7, 1997) on March 20, 1997. - 4 - 5 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned hereunto duly authorized. GRAHAM-FIELD HEALTH PRODUCTS, INC. Date: May 19, 1997 By: s/Irwin Selinger ----------------- Irwin Selinger Chairman of the Board and Chief Executive Officer - 5 - 6 EXHIBIT INDEX ITEM NO. DESCRIPTION PAGE NO. (A) FINANCIAL STATEMENTS: The Registrant is not required to file financial information under the rules and regulations of the Securities and Exchange Commission in connection with the Registrant's acquisition of Kuschall of America, Inc. (B) PRO-FORMA FINANCIAL INFORMATION AND INTERIM FINANCIAL STATEMENTS: The Registrant is not required to file financial information under the rules and regulations of the Securities and Exchange Commission in connection with the Registrant's acquisition of Kuschall of America, Inc. - 6 - 7 ITEM NO. DESCRIPTION PAGE NO. (C) EXHIBITS: 2(a) Stock Purchase Agreement dated as of March 7, 1997, by and among Graham-Field Health Products, Inc. (the "Registrant"), Everest & Jennings, Inc. ("E&J"), Michael H. Dempsey and Naomi C. Dempsey. * 10(a) Escrow Agreement dated as of March 7, 1997, by and among the Registrant, E&J, Michael H. Dempsey, and Robert E. Lesser, as escrow agent. * 10(b) Consultant Agreement dated as of March 7, 1997, by and between the Registrant and Michael H. Dempsey. * 99(a) Press Release dated March 14, 1997. * - -------------- * The Registrant furnished such exhibits to the Securities and Exchange Commission in connection with the filing of the Registrant's Form 8-K (Date of Event Reported: March 7, 1997) on March 20, 1997. - 7 - -----END PRIVACY-ENHANCED MESSAGE-----