As filed with the Securities and Exchange Commission on August 8, 2006
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INVACARE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Ohio 95-2680965
----------------------------------- -----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
One Invacare Way
Elyria, Ohio 44035
(Address of Principal Executive Offices, including Zip Code)
INVACARE CORPORATION 2003 PERFORMANCE PLAN
(Full Title of the Plan)
Copy to:
-------
Dale C. LaPorte Douglas A. Neary, Esq.
Senior Vice President - Business Development Calfee, Halter & Griswold LLP
and General Counsel 1400 McDonald Investment Center
Invacare Corporation 800 Superior Avenue
One Invacare Way Cleveland, Ohio 44114
Elyria, Ohio 44035 (216) 622-8200
(440) 329-6000
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed Maximum
Amount Offering Aggregate Amount of
to be Price Offering Registration
Title of Securities to be Registered Registered (2) Per Share Price Fee
----------------------------------------------- ----------------- ---------------- ------------------- ---------------
Common Shares, without par value (1) 1,800,000 21.05 (3) $37,890,000 (3) $4,054.23
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(1) One preferred share purchase right (a "Right") will also be issued with
respect to each common share, without par value, of the registrant (the
"Common Shares"). The terms of the Rights are described in the registrant's
Registration Statement on Form 8-A, dated July 8, 2005, as the same may be
amended or supplemented from time to time.
(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement also covers such additional
Common Shares as may be issued or become issuable under the terms of the
Invacare Corporation 2003 Performance Plan (the "Plan"), in order to
prevent dilution resulting from any stock split, stock dividend or similar
transaction.
(3) Estimated in accordance with Rule 457(c) and (h) under the Securities Act,
solely for the purpose of calculating the registration fee and based upon
the average of the high and low sales price of the Common Shares reported
on the New York Stock Exchange on August 2, 2006.
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 is filed to register the offer and
sale of an additional 1,800,000 shares of the registrant's common shares,
without par value (the "Common Shares"), to be issued under the Invacare
Corporation 2003 Performance Plan, as amended (the "Plan"). Accordingly,
pursuant to General Instruction E to Form S-8, the contents of the registrant's
Registration Statement on Form S-8 filed on October 17, 2003 (Commission File
No. 333-109794) registering 2,000,000 Common Shares for issuance under the Plan,
are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
1. The registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005;
2. The registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2006;
3. The registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2006;
4. The registrant's Current Report on Form 8-K filed on April 4, 2006;
5. The registrant's Current Report on Form 8-K filed on May 3, 2006
(under Items 1.01, 2.03 and 9.01);
6. The registrant's Current Report on Form 8-K filed on May 30, 2006;
7. The description of the Common Shares contained in the registrant's
Registration Statement on Form 8-A, dated October 22, 1986 (Reg. No.
0-12938) and any amendments and reports filed for the purpose of
updating that description; and
8. The description of the Rights contained in the registrant's
Registration Statement on Form 8-A, dated July 8, 2005, and any
amendments or reports filed for the purpose of updating that
description;
other than the portions of such documents that, by statute or rule, by
designation in such document or otherwise, are not deemed to be filed with the
Commission or are not required to be incorporated herein by reference.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be a part hereof from the date of
filing of such documents, other than the portions of such documents that by
statute, by designation in such document or otherwise, are not deemed to be
filed with the Commission or are not required to be incorporated herein by
reference.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 8. Exhibits.
The exhibits listed on the accompanying Exhibit Index are incorporated
herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Elyria, State of Ohio, on this 8th day of August,
2006.
INVACARE CORPORATION
By:/s/ A. Malachi Mixon, III
-----------------------------
A. Malachi Mixon, III
Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of August 8, 2006.
Signature Title
--------- -----
/s/ A. Malachi Mixon, III
--------------------------
A. Malachi Mixon, III Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
/s/ Gregory C. Thompson
--------------------------
Gregory C. Thompson Senior Vice President
and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Gerald B. Blouch
--------------------------
Gerald B. Blouch Director
/s/ Joseph B. Richey, II
--------------------------
Joseph B. Richey, II Director
--------------------------
James C. Boland Director
--------------------------
Michael F. Delaney Director
--------------------------
C. Martin Harris, M.D. Director
/s/ Bernadine P. Healy, M.D.
--------------------------
Bernadine P. Healy, M.D. Director
/s/ John R. Kasich
--------------------------
John R. Kasich Director
/s/ Dan T. Moore, III
--------------------------
Dan T. Moore, III Director
/s/ William M. Weber
--------------------------
William M. Weber Director
INVACARE CORPORATION
EXHIBIT INDEX
Exhibit Exhibit
Number Description
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4.1 Amended and Restated Articles of Incorporation of the registrant, as
last amended on February 2, 1996. (1)
4.2 Code of Regulations of the Company, as amended on May 22, 1996. (2)
4.3 Certificate of Amendment to Amended and Restated Articles of
Incorporation, as amended on July 8, 2005. (3)
4.4 Specimen Share Certificate for Common Shares. (4)
4.5 Rights Agreement between the Company and National City Bank, dated as
of July 8, 2005. (5)
4.6 Invacare Corporation 2003 Performance Plan, as amended. (6)
5.1 Opinion of Calfee, Halter & Griswold LLP. (x)
23.1 Consent of Ernst & Young LLP. (x)
23.2 Consent of Calfee, Halter & Griswold LLP (included in Exhibit 5.1 of
this Registration Statement).
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(1) Incorporated herein by reference to Exhibit 3(a) to the registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
2004.
(2) Incorporated herein by reference to Exhibit 3(b) to the registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
2004.
(3) Incorporated herein by reference to Exhibit 3.1 to the registrant's
Current Report on Form 8-K, dated July 8, 2005.
(4) Incorporated herein by reference to Exhibit 4(a) to the registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
2005.
(5) Incorporated herein by reference to Exhibit 4.1 to the registrant's
Current Report on Form 8-K, dated July 8, 2005.
(6) Incorporated herein by reference to Appendix A of the registrant's
Definitive Proxy Statement on Schedule 14A filed with the Commission
on April 7, 2006.
(x) Filed herewith.
Exhibit 5.1
[Calfee, Halter & Griswold LLP Letterhead]
August 8, 2006
Invacare Corporation
One Invacare Way
Elyria, Ohio 44035
Re: Invacare Corporation 2003 Performance Plan (the "Plan")
We are familiar with the proceedings taken and proposed to be taken by
Invacare Corporation, an Ohio corporation (the "Company"), with respect to
1,800,000 common shares, without par value, of the Company (the "Shares"), to be
offered and sold from time to time pursuant to the Plan. As counsel for the
Company, we have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission to effect the registration of the Shares
under the Securities Act of 1933, as amended.
In this connection, we have examined such documents, records and matters of
law as we have deemed necessary or advisable for purposes of the opinions
expressed herein, and based thereon, we are of the opinion that the Shares are
duly authorized and, when issued in accordance with the terms of the Plan, will
be validly issued, fully paid and nonassessable.
The opinions expressed herein are limited solely to the state laws of the
State of Ohio.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. We do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ CALFEE, HALTER & GRISWOLD LLP
CALFEE, HALTER & GRISWOLD LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Invacare Corporation 2003 Performance Plan for the
registration of 1,800,000 common shares of our reports dated March 8, 2006 with
respect to the consolidated financial statements and schedule of Invacare
Corporation and subsidiaries included in its Annual Report (Form 10-K) for the
year ended December 31, 2005, Invacare Corporation management's assessment of
the effectiveness of internal control over financial reporting, and the
effectiveness of internal control over financial reporting of Invacare
Corporation, filed with the Securities and Exchange Commission.
/s/ERNST & YOUNG LLP
Cleveland, Ohio
August 8, 2006