-----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, Bw0EuiRv/BTlz/NTi9HwVxCAlt64pdeU6g+flMIVRCXpxdm6bswHxDIPNjeR6QcW Rbji/orY/SVSona3f/DYTw== 0001005477-96-000527.txt : 19961121 0001005477-96-000527.hdr.sgml : 19961121 ACCESSION NUMBER: 0001005477-96-000527 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960904 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961119 SROS: NONE 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: 96668983 BUSINESS ADDRESS: STREET 1: 400 RABRO DR E CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 5165825800 FORMER COMPANY: FORMER CONFORMED NAME: PATIENT TECHNOLOGY INC DATE OF NAME CHANGE: 19880811 8-K/A 1 FORM 8-K/A 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) September 4, 1996. GRAHAM-FIELD HEALTH PRODUCTS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-8801 NY 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 September 4, 1996 (the "Closing Date"), Graham-Field Health Products, Inc., a Delaware corporation (the "Registrant"), through its wholly-owned subsidiary, Graham-Field Express (Puerto Rico), Inc. ("GFPR"), a Delaware corporation, acquired substantially all of the assets, including, but not limited to, accounts receivable, inventory, customer lists, dealer lists and advertising materials (the "Assets") of V.C. Medical Distributors Inc. ("V.C. Medical"), a corporation organized under the laws of the commonwealth of Puerto Rico, pursuant to an Asset Purchase Agreement dated as of September 4, 1996 (the "Asset Purchase Agreement"), by and among the Registrant, GFPR and V.C. Medical. The Asset Purchase Agreement contains customary representations and warranties of the parties. Under the terms of the Asset Purchase Agreement, the obligations of V.C. Medical were guaranteed by the former principal of V.C. Medical, Vicente Guzman, Jr., and his wife. In accordance with the terms and provisions of the Asset Purchase Agreement, GFPR acquired the Assets for a purchase price (the "Purchase Price") consisting of (i) $1,703,829.00 in cash, and (ii) the issuance and delivery of 32,787 shares (the "Shares") of common stock, par value $.025 per share, of the Registrant valued at $7.625 per share representing the closing market price of the common stock of the Registrant on the last trading day immediately prior to the Closing Date. In addition, GFPR assumed certain liabilities of V.C. Medical in the approximate amount of $296,721. The Purchase Price is subject to adjustment if the final determination of the closing date net book value (as defined in the Asset Purchase Agreement) of the Assets acquired and liabilities assumed by GFPR is greater than or less than $1,018,406.50. Pursuant to the terms of the Asset Purchase Agreement, in the event the pretax income of the acquired business equals or exceeds $1,000,000 during the twelve (12) months following the closing date, an additional $500,000 in cash will be paid to V.C. Medical. The Shares were delivered to an escrow agent to be held until February 4, 1998, whereupon the Shares will be released to V.C. Medical, subject to any claims for indemnification or purchase price adjustments in favor of GFPR. The former principal of V.C. Medical, Vicente Guzman, Jr., entered into a five (5) year employment agreement dated as of September 4, 1996, pursuant to which Mr. Guzman has been appointed the President of GFPR. GFPR will operate under the name "GF Express, Puerto Rico." V.C. Medical, a formerly privately-owned company, was a distributor of home healthcare products, generating annual revenues of approximately $5 million. - 2 - Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits. (a) Financial Statements: (a)(1)- Independent Auditor Report for 1994 and 1993.* (a)(2)- Balance Sheet as of December 31, 1994 and 1993.* (a)(3)- Income Statement for the period ending December 31, 1994 and 1993.* (a)(4)- Statement of Cash Flow for the period ending December 31, 1994 and 1993.* (a)(5)- Notes to Financial Statements for December 31, 1994 and 1993.* (a)(6)- Independent Auditor Report for 1995.* (a)(7)- Balance Sheet as of December 31, 1995.* (a)(8)- Income and Retained Earnings Statement for the period ending December 31, 1995.* (a)(9)- Statement of Cash Flow for the period ending December 31, 1995.* (a)(10)- Notes to Financial Statements for December 31, 1995.* (b) Pro-Forma Financial Information and Interim Financial Statements. (b)(1)- Pro-Forma Financial Information. - -------- * 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: September 4, 1996) on September 17, 1996. - 3 - (c) Exhibits: Exhibit No. Description 2(a) Asset Purchase Agreement** dated as of September 4, 1996, by and among Graham-Field Health Products, Inc. (the "Registrant"), Graham-Field Express (Puerto Rico), Inc. ("GFPR"), and V.C. Medical Distributors, Inc. ("V.C. Medical").*** 10(a) Escrow Agreement dated as of September 4, 1996, by and among GFPR, V.C. Medical and the Bank & Trust of Puerto Rico.*** 10(b) Employment Agreement dated as of September 4, 1996, by and between GFPR and Vicente Guzman, Jr.*** 99(a) Press Release dated June 28, 1996.*** 99(b) Press Release dated September 5, 1996.*** - ---------- ** The Registrant shall furnish all omitted schedules and exhibits to the Asset Purchase Agreement dated as of September 4, 1996, by and among the Registrant, GFPR and V.C. Medical, upon the request of the Securities and Exchange Commission. *** 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: September 4, 1996) on September 17, 1996. - 4 - 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: November 18, 1996 By: s/Irwin Selinger ----------------------------- Irwin Selinger Chairman of the Board and Chief Executive Officer - 5 - EXHIBIT INDEX Item No. Description Page No. - -------- ----------- -------- (a) Financial Statements: (a)(1) Independent Auditor Report for 1994 and **** 1993. (a)(2) Balance Sheet as of December 31, 1994 and **** 1993. (a)(3) Income Statement for the period ending **** December 31, 1994 and 1993. (a)(4) Statement of Cash Flow for the period **** ending December 31, 1994 and 1993. (a)(5) Notes to Financial Statements for December **** 31, 1994 and 1993. (a)(6) Independent Auditor Report for 1995. **** (a)(7) Balance Sheet as of December 31, 1995. **** (a)(8) Income and Retained Earnings Statement for **** the period ending December 31, 1995. (a)(9) Statement of Cash Flow for the period **** ending December 31, 1995. (a)(10) Notes to Financial Statements for December **** 31, 1995. (b) Pro-Forma Financial Information and Interim Financial Statements: (b)(1) Pro-Forma Financial Information. - ---------- **** 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: September 4, 1996) on September 17, 1996. - 6 - Item No. Description Page No. - -------- ----------- -------- (c) Exhibits: 2(a) Asset Purchase Agreement dated as of **** September 4, 1996, by and among Graham- Field Health Products, Inc. (the "Registrant"), Graham-Field Express (Puerto Rico), Inc. ("GFPR"), and V.C. Medical Distributors, Inc. ("V.C. Medical"). 10(a) Escrow Agreement dated as of September 4, **** 1996, by and among GFPR, V.C. Medical and Bank & Trust of Puerto Rico. 10(b) Employment Agreement dated as of September **** 4, 1996, by and between GFPR and Vicente Guzman, Jr. 99(a) Press Release dated June 28, 1996. **** 99(b) Press Release dated September 5, 1996. **** - ---------- **** 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: September 4, 1996) on September 17, 1996. - 7 - EXHIBIT (b)(1) PRO-FORMA FINANCIAL INFORMATION PRO-FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS GRAHAM-FIELD HEALTH PRODUCTS, INC. AND SUBSIDIARIES AND V.C. MEDICAL DISTRIBUTORS, INC. (Unaudited) On September 4, 1996, Graham-Field Health Products, Inc., through its wholly-owned subsidiary, Graham-Field Express (Puerto Rico), Inc. acquired substantially all of the assets of V.C. Medical Distributors, Inc. ("V.C. Medical"). The following pro-forma condensed consolidated statements of operations for the nine months ending September 30, 1996 and the year ended December 31, 1995 give effect to the purchase of substantially all of the assets of V.C. Medical. A pro-forma condensed consolidated balance sheet is not presented since the transaction is already reflected in the Consolidated Balance Sheet of Graham-Field Health Products, Inc. as of September 30, 1996 included in the Company's Form 10-Q for the quarter ended September 30, 1996. The pro-forma information is based on the historical financial statements of Graham-Field Health Products, Inc. and V.C. Medical giving effect to the transaction under the purchase method of accounting and assumptions and adjustments in the accompanying notes to the pro-forma financial statements. The pro-forma condensed consolidated financial statements have been prepared by Graham-Field Health Products, Inc. management based upon the V.C. Medical audited financial statements for the year ended December 31, 1995 and the interim unaudited financial statements for the eight month period ended August 31, 1996, which is prior to the date of closing of the acquisition. These pro-forma statements may not be indicative of the results that actually would have occurred if the purchase had been made as of January 1, 1995, or of results which may occur in the future. The pro-forma financial statements should be read in conjunction with the audited financial statements and notes of Graham-Field Health Products, Inc. and V.C. Medical for the year ended December 31, 1995 and the unaudited interim financial statements and notes of Graham-Field Health Products, Inc. and V.C. Medical. PRO-FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS GRAHAM-FIELD HEALTH PRODUCTS, INC. AND SUBSIDIARIES For The Nine Months Ended September 30, 1996 (Unaudited)
Pro-Forma Pro-Forma As Reported V.C. Medical Adjustments Consolidated ----------- ------------ ----------- ------------ REVENUES: Operations $ 88,877,000 $ 3,161,000 $ -- - $92,038,000 Interest and other income 483,000 29,000 512,000 ------------ ----------- ----------- 89,360,000 3,190,000 92,550,000 COSTS AND EXPENSES: Cost of revenues 60,241,000 2,385,000 62,626,000 Selling, general and administrative 23,082,000 282,000 16,000 (a) 23,380,000 Interest expense 1,886,000 -- 91,000 (b) 1,977,000 ------------ ----------- ----------- ----------- 85,209,000 2,667,000 107,000 87,983,000 INCOME BEFORE INCOME TAXES 4,151,000 523,000 (107,000) 4,567,000 INCOME TAXES 1,861,000 182,000 5,000 (c) 2,048,000 ------------ ----------- ----------- ----------- NET INCOME $ 2,290,000 $ 341,000 $ (112,000) $ 2,519,000 ============ =========== =========== =========== PER SHARE DATA: NET INCOME PER SHARE $ .16 $ .17 ============ =========== WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING 14,483,000 14,513,000 ============ ===========
See notes to unaudited pro-forma condensed consolidated financial statements.
PRO-FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS GRAHAM-FIELD HEALTH PRODUCTS, INC. AND SUBSIDIARIES For The Year Ended December 31, 1995 (Unaudited) Pro-Forma Pro-Forma As Reported V.C. Medical Adjustments Consolidated REVENUES: Operations $100,113,000 $ 3,508,000 $ -- $103,621,000 Interest and other income 290,000 22,000 312,000 ------------ ----------- ------------ 100,403,000 3,530,000 103,933,000 COSTS AND EXPENSES: Cost of revenues 68,883,000 2,682,000 71,565,000 Selling, general and administrative 27,566,000 393,000 25,000 (a) 27,984,000 Interest expense 2,656,000 -- 136,000 (b) 2,792,000 ------------ ----------- ----------- ------------ 99,105,000 3,075,000 161,000 102,341,000 INCOME BEFORE INCOME TAXES 1,298,000 455,000 (161,000) 1,592,000 INCOME TAXES 560,000 171,000 (39,000)(c) 692,000 ------------ ----------- ---------- ------------ NET INCOME $ 738,000 $ 284,000 $ (122,000) $ 900,000 ============ =========== ========== ============ PER SHARE DATA: NET INCOME PER SHARE $ .06 $ .07 ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING 13,332,000 13,365,000 ============ ===========
See notes to unaudited pro-forma condensed consolidated financial statements. NOTES TO PRO-FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS GRAHAM-FIELD HEALTH PRODUCTS, INC. AND SUBSIDIARIES (Unaudited) On September 4, 1996, Graham-Field Health Products, Inc., a Delaware corporation (the "Company"), through its wholly-owned subsidiary, Graham-Field Express (Puerto Rico), Inc. ("GFPR"), a Delaware corporation, acquired substantially all of the assets, including, but not limited to, accounts receivable, inventory, customer lists, dealer lists and advertising materials of V.C. Medical Distributors Inc. ("V.C. Medical"), a corporation organized under the laws of the commonwealth of Puerto Rico, pursuant to an Asset Purchase Agreement dated as of September 4, 1996 (the "Asset Purchase Agreement") by and among the Company, GFPR and V.C. Medical. Under the terms of the Asset Purchase Agreement, the obligations of V.C. Medical were guaranteed by the former principal of V.C. Medical, Vicente Guzman, Jr., and his wife. In accordance with the terms and provisions of the Asset Purchase Agreement, GFPR acquired the Assets for a purchase price (the "Purchase Price") consisting of (i) $1,703,829.00 in cash, and (ii) the issuance and delivery of 32,787 shares (the "Shares") of common stock, par value $.025 per share, of the Company valued at $7.625 per share representing the closing market price of the common stock of the Company on the last trading day immediately prior to the Closing Date. In addition, GFPR assumed certain liabilities of V.C. Medical in the approximate amount of $296,721. The Purchase Price is subject to adjustment if the final determination of the closing date net book value (as defined in the Asset Purchase Agreement) of the Assets acquired and liabilities assumed by GFPR is greater than or less than $1,018,406.50. Pursuant to the terms of the Asset Purchase Agreement, in the event the pretax income of the acquired business equals or exceeds $1,000,000 during the twelve (12) months following the closing date, an additional $500,000 in cash will be paid to V.C. Medical. The Shares were delivered to an escrow agent to be held until February 4, 1998, whereupon the Shares will be released to V.C. Medical, subject to any claims for indemnification or purchase price adjustments in favor of GFPR. The former principal of V.C. Medical, Vicente Guzman, Jr., entered into a five (5) year employment agreement dated as of September 4, 1996, pursuant to which Mr. Guzman has been appointed the President of GFPR. GFPR will operate under the name "GF Express, Puerto Rico." V.C. Medical, a formerly privately-owned company, was a distributor of home healthcare products, generating annual revenues of approximately $5 million. The following are explanations of the pro-forma adjustments: For the nine months ended September 30, 1996: A. Selling, General and Administrative: Increase in amortization of goodwill acquired: $ 16,000 ======== B. Interest Expense: Interest expense based on the Company having to borrow the $1,703,829 cash purchase price of V.C. Medical for the period January 1, 1996 to August 31, 1996. Interest for the month of September 1996 is already included in the condensed consolidated financial statements of the Company. Interest rate used was 8.0%, the Company's effective borrowing rate during the period: $ 91,000 ======== C. Income Tax Expense: To provide tax expense on the V.C. Medical pro-forma income for the period ending January 1, 1996 to August 31, 1996 at the Company's effective tax rate: $ 5,000 ======== Pro-forma Adjustment for the Year Ended December 31, 1995: A. Selling, General and Administrative: Increase in amortization of goodwill acquired: $ 25,000 ======== B. Interest Expense: Interest expense based on the Company having to borrow the $1,703,829 cash purchase price of V.C. Medical for the year ended December 31, 1995. Interest rate used was 8.0%, the Company's effective borrowing rate during the period: $136,000 ======== C. Income Tax Expense: To provide tax expense on the V.C. Medical pro-forma income for the year ended December 31, 1995 at the Company's effective tax rate: $(39,000) ======== -----END PRIVACY-ENHANCED MESSAGE-----