UNITED STATES
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 31, 2006
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Invacare Corporation
(Exact name of registrant as specified in its charter)
Ohio 0-12938 95-2680965
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(State or other jurisdiction of (Commission (IRS Employer Identification)
incorporation or organization) File Number No)
One Invacare Way, P.O. Box 4028, Elyria, Ohio 44036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (440) 329-6000
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(Former name, former address and former fiscal year, if change since last
report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On March 31, 2006, Invacare Corporation ("Invacare") entered into a Second
Amendment (the "Second Amendment") to the Credit Agreement dated as of January
14, 2005 among Invacare and Certain Borrowing Subsidiaries, the Banks Named
Therein, and JPMorgan Chase Bank, N.A. as Agent, Keybank National Association as
Syndication Agent, and J.P. Morgan Securities, Inc. and Keybank National
Association, as Co-Lead Arrangers, as amended by a First Amendment to Credit
Agreement dated as of August 12, 2005 (the "Credit Agreement"), pursuant to
which, among other things, (i) the definitions of Adjusted EBITDA and EBIT under
the Credit Agreement were amendeded to clarify the treatment of restructuring
costs under the Credit Agreement, and (ii) the definition of Consolidated
Interest Expense under the Credit Agreement was amended to exclude any interest
accrued under any Trade Receivables Securitization Transaction permitted
pursuant to Section 5.2(n) of the Credit Agreement. A copy of the Second
Amendment to the Credit Agreement is filed as Exhibit 10.1 to this report on
Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit 10.1
Second Amendment, dated as of March 31, 2006, to the Credit
Agreement dated as of January 14, 2005, as amended, among
Invacare Corporation and Certain Borrowing Subsidiaries, the
Banks Named Therein, and JPMorgan Chase Bank, N.A. as Agent,
Keybank National Association as Syndication Agent, J.P.
Morgan Securities, Inc. and Keybank National Association, as
Co-Lead Arrangers.
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 thereunto duly authorized.
INVACARE CORPORATION
By:/s/ Gregory C. Thompson
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Gregory C. Thompson
Chief Financial Officer
Date: April 3, 2006