-----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, UrrcCHniX58J1eJoURRolx2cDgXh4V2ZrfCW9sEUQ6KUtOuVwX+VDawDkObup9CQ eIHypL3iyYXCznRNH0KEeg== 0001005477-97-000828.txt : 19970327 0001005477-97-000828.hdr.sgml : 19970327 ACCESSION NUMBER: 0001005477-97-000828 CONFORMED SUBMISSION TYPE: 8-K 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: 19970321 DATE AS OF CHANGE: 19970326 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAHAM FIELD HEALTH PRODUCTS INC CENTRAL INDEX KEY: 0000709136 STANDARD INDUSTRIAL CLASSIFICATION: 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: 97560929 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 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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.) 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 all of the issued and outstanding shares of the capital stock (the "Kuschall Stock") of Kuschall of America, Inc., a California corporation ("Kuschall"), pursuant to a Stock Purchase Agreement 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. In accordance with the terms 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 - Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits. (a) Financial Statements. It is impracticable to provide the required financial information concurrently with the filing of this report. The Registrant will file the required financial statements as soon as practicable, but in no event later than sixty (60) days after the due date of this Current Report on Form 8-K. (b) Pro-Forma Financial Information and Interim Financial Statements. It is impracticable to provide the required pro-forma financial information and interim financial statements concurrently with the filing of this report. The Registrant will file the required pro-forma financial information and interim financial statements as soon as practicable, but in no event later than sixty (60) days after the due date of this Current Report on Form 8-K. (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. - - ---------- * The Registrant shall furnish all omitted schedules and exhibits to the Stock Purchase Agreement dated as of March 7, 1997, by and among the Registrant, E&J, Michael H. Dempsey and Naomi C. Dempsey, upon the request of the Securities and Exchange Commission. - 3 - 99(a) Press Release dated March 14, 1997. - 4 - 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: March ___, 1997 By: /s/ Irwin Selinger ---------------------------------- Irwin Selinger Chairman of the Board and Chief Executive Officer - 5 - EXHIBIT INDEX Item No. Description Page No. - - -------- ----------- -------- 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 shall furnish all omitted schedules and exhibits to the Stock Purchase Agreement dated as of March 7, 1997, by and among the Registrant, E&J, Michael H. Dempsey and Naomi C. Dempsey, upon the request of the Securities and Exchange Commission. - 6 - -----END PRIVACY-ENHANCED MESSAGE-----