SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 9, 2004
INVACARE CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
OHIO
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(State or Other Jurisdiction of Incorporation)
0-12938 95-2680965
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(Commission File No.) (IRS Employer Identification No.)
One Invacare Way, P.O. Box 4028, Elyria, Ohio 44036
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(Address of Principal Executive Offices)
(440) 329-6000
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(Registrant's Telephone Number, Including Area Code)
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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:
[ ] 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 204.14d-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
Effective September 1, 2004, Invacare Corporation (the "company")
and the lenders named therein entered into a Bridge Credit
Agreement. The agreement provided that the lenders' obligation to
lend, and the company's obligation to borrow, amounts under the
agreement were contingent upon the satisfaction of certain terms
and conditions, which were satisfied on September 9, 2004.
Pursuant to the agreement, the company has borrowed 100,000,000
Euros in order to provide funds for the company's general
corporate purposes, including financing the Domus acquisition and
expenses incurred in connection therewith as described in Item
2.01 of this Current Report on Form 8-K. The debt covenants for
the agreement are consistent with those already applicable under
the company's pre-existing borrowing arrangements. The amount
borrowed is due one year from the date of the agreement with
interest payable based upon the rate as determined in accordance
with the pricing schedule, consistent with the pre-existing
borrowing arrangements, attached to the agreement.
The Bridge Credit Agreement is filed as Exhibit 10.1 to this
Current Report on Form 8-K, and incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The company announced earlier today, September 9, 2004, that it
had finalized the acquisition of 100% of the shares of WP Domus
GmbH from WP Domus LLC, a company owned by investment funds
managed by Warburg Pincus LLC ("Seller"), which was originally
announced August 2, 2004. The purchase price was 190 million
Euros or approximately $230 million based on current exchange
rates, which was paid in cash. The acquisition was consummated
after satisfaction of certain conditions, including receipt of
all requisite regulatory approvals.
The terms of the acquisition are set forth in the Sale and
Purchase Agreement and related guarantee dated September 9, 2004,
filed as Exhibit 2.1 and Exhibit 2.2 to this Current Report on
Form 8-K, and incorporated herein by reference.
The terms of the transaction and consideration paid were the
result of arm's length negotiations between the company and the
Seller. Prior to the completion of the transaction, neither the
company nor any of its affiliates or officers, directors or their
associates had any material relationship with the Seller.
The press release announcing the completion of the acquisition,
issued by the company on September 9, 2004, is filed as Exhibit
99.1 to this Current Report on Form 8-K, and incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The required financial statements relating to WP Domus GmbH and its
subsidiaries are not included in this Report. The Registrant will file
the required financial statements by amendment no later than 71
calendar days after the date that this Current Report on Form 8-K is
required to be filed with the Securities and Exchange Commission.
(b) Unaudited Pro Forma Financial Information
The required pro forma financial information is not included in this
Report. The Registrant will file the required pro forma financial
information by amendment no later than 71 calendar days after the date
that this Current Report on Form 8-K is required to be filed with the
Securities and Exchange Commission.
(c) Exhibits
2.1 Sale and Purchase Agreement Regarding the Sale and Purchase of
All Shares in WP Domus GmbH by and among WP Domus LLC, Mr. Peter
Schultz and Mr. Wilhelm Kaiser, Invacare GmbH & Co. KG and
Invacare Corporation dated as of July 31, 2004.
2.2 Guarantee Letter Agreement of Warburg, Pincus Ventures, L.P. and
Warburg, Pincus International, L.P. dated as of September 9,
2004.
10.1 Bridge Credit Agreement dated as of September 1, 2004 among the
Banks named therein, Bank One NA, as Agent and Invacare
Corporation.
99.1 Press release dated September 9, 2004.
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.
Invacare Corporation
By: /s/ Gregory C. Thompson
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Gregory C. Thompson
Senior Vice President and
Chief Financial Officer
Date: September 9, 2004