As filed with the Securities and Exchange Commission on March 30, 2001
Registration No. 333-
________________________________________________________________________________
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)
Invacare Corporation
One Invacare Way
Elyria, Ohio 44036
(Address of Principal Executive Offices, including Zip Code)
INVACARE CORPORATION 1994 PERFORMANCE PLAN
(Full Title of the Plan)
With a copy to:
Thomas R. Miklich ---------------
Chief Financial Officer, General Counsel Dale C. LaPorte
and Secretary Calfee, Halter & Griswold LLP
Invacare Corporation 1400 McDonald Investment Center
One Invacare Way 800 Superior Avenue
Elyria, Ohio 44036 Cleveland, Ohio 44114
(440) 329-6000 (216) 622-8200
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
to be Price offering registration
Title of securities to be registered registered (2) per share (1) Price (1) fee
- ----------------------------------------------- ----------------- ---------------- ------------------- ---------------
Common Shares, without par value (3) 3,500,000 $38.305 $134,066,405 $33,517
- ----------------------------------------------- ----------------- ---------------- ------------------- ---------------
(1) Estimated in accordance with Rule 457(c) and (h) under the Securities Act
of 1933, as amended (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 without par value of Invacare
Corporation (the "Common Shares") reported on the New York Stock Exchange
on March 27, 2001.
(2) Pursuant to Rule 416 under the Securities Act, this registration statement
also covers such additional Common Shares which may be issued or become
issuable under the terms of the Invacare Corporation 1994 Performance Plan,
as amended (the "Plan"), in order to prevent dilution resulting from any
stock split, stock dividend or similar transaction.
(3) One right for each Common Share (a "Right") will also be issued with
respect to each Common Share. The terms of the Rights are described in the
registrant's Registration Statement on Form 8-A, dated July 18, 1995, as
the same may be amended or supplemented from time to time.
Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statement of Invacare Corporation (the "Company") on Form S-8
(Commission File No. 33-87052) registering 1,000,000 Common Shares of the
Company for issuance under the Plan are hereby incorporated by reference. Since
the filing of the Company's Registration Statement No. 33-87052, the 1,000,000
Common Shares covered by such Registration Statement have been increased under
the Plan to 2,000,000 shares pursuant to Rule 416 under the Securities Act, to
give effect to a two-for-one stock split in 1995.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
The following documents of the Company previously filed with the
Securities and Exchange Commission (the "Commission"), are incorporated herein
by reference:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1999;
2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000;
3. The description of the Common Shares contained in the Company's
Registration Statement on Form 8-A, dated October 21, 1986 (Reg. No.
0-12938) and any amendments and reports filed for the purpose of updating
that description; and
4. The description of the Rights contained in the Company's Registration
Statement on Form 8-A, dated July 18, 1995, and any amendments or reports
filed for the purpose of updating that description;
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.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") after the date of this Registration Statement, prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that 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 in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this Registration Statement or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference in this Registration Statement modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
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Item 8. Exhibits.
--------
See the Exhibit Index at Page E-1 of this Registration Statement.
II-2
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 30th day of March,
2001.
INVACARE CORPORATION
By: /S/ A. Malachi Mixon III
------------------------
A. Malachi Mixon III
Chairman of the Board of Directors
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 on March 30, 2001.
Signature Title
--------- -----
/S/ A. Malachi Mixon III Chairman of the Board of Directors
- ------------------------ and Chief Executive Officer
A. Malachi Mixon III (Principal Executive Officer)
/S/ Gerald B. Blouch President, Chief Operating Officer and
- -------------------- Director
Gerald B. Blouch
/S/ Thomas R. Miklich Chief Financial Officer, General Counsel,
- --------------------- Corporate Secretary and Interim V.P.
Thomas R. Miklich Human Resources
(Principal Financial and Accounting Officer)
/S/ Joseph B. Richey, II Director
- ------------------------
Joseph B. Richey, II
/S/ James C. Boland Director
- -------------------
James C. Boland
/S/ Frank B. Carr Director
- -----------------
Frank B. Carr
/S/ Michael F. Delaney Director
- ----------------------
Michael F. Delaney
II-3
/S/ Whitney Evans Director
- -----------------
Whitney Evans
/S/ Bernadine P. Healy, M.D. Director
- ---------------------------
Bernadine P. Healy, M.D.
/S/ John R. Kasich Director
- --------------------
John R. Kasich
/S/ Dan T. Moore III Director
- --------------------
Dan T. Moore III
/S/ E. P. Nalley Director
- ----------------
E. P. Nalley
/S/ William M. Weber Director
- --------------------
William M. Weber
II-4
INVACARE CORPORATION
EXHIBIT INDEX
Exhibit Exhibit
Number Description
------ -----------
4.1 Amended and Restated Articles of Incorporation of the Company,
as amended. (A)
4.2 Code of Regulations of the Company, as amended through May 22,
1996. (B)
4.3 Specimen Share Certificate for Common Shares, as revised. (C)
4.4 Rights Agreement between the Company and the Rights Agent,
dated July 7, 1995. (D)
4.5 The Invacare Corporation 1994 Performance Plan. (E)
4.6 Amendment No. 1 to the Invacare Corporation 1994 Performance
Plan. (F)
4.7 Amendment No. 2 to the Invacare Corporation 1994 Performance
Plan. (x)
5.1 Opinion of Calfee, Halter & Griswold LLP as to the validity of
the Common Shares. (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).
- ------------------
(A) Incorporated herein by reference to the appropriate exhibit to the
Company's Definitive Proxy Statement used in connection with the Annual
Meeting of Shareholders held on May 28, 1987.
(B) Incorporated herein by reference to the appropriate exhibit to the
Company's quarterly report on Form 10-Q for the quarter ended September
30, 1996.
(C) Incorporated herein by reference to the appropriate exhibit to the
Company's Registration Statement on Form S-3 (Reg. No. 33-40168),
effective as of April 26, 1991.
(D) Incorporated herein by reference to the appropriate exhibit to the
Company's registration statement on Form 8-A, dated July 18, 1995.
(E) Incorporated herein by reference to the appropriate exhibit to the
Company's Definitive Proxy Statement used in connection with the Annual
Meeting of Shareholders held on May 23, 1994.
(F) Incorporated herein by reference to the appropriate exhibit to the
Company's Definitive Proxy Statement used in connection with the Annual
Meeting of Shareholders held on May 28, 1998.
(x) Filed herewith.
E-1