-----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, Scj5UdN7EMd1F2+xjVxXHvl/QbGBSfn0YiorznAuni3ICCxhnyW4VcDJU32Euni3 YJG0aKBkDDTBwMOj+EbIsQ== 0000950123-98-003235.txt : 19980401 0000950123-98-003235.hdr.sgml : 19980401 ACCESSION NUMBER: 0000950123-98-003235 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980331 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: NT 10-K SEC ACT: SEC FILE NUMBER: 001-08801 FILM NUMBER: 98583477 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 NT 10-K 1 FORM 12B-25 1 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 [ ] 2 (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 3 & 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 -------------------------- Irwin Selinger Chairman of the Board and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----