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) December 15, 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.
In Part II, Item 5 of its Form 10-Q for the quarter ended September 30, 2006,
Invacare Corporation (the "Company") disclosed that it was in violation of a
financial covenant contained in three Note Purchase Agreements between the
Company and various institutional lenders and that the violation also may
constitute a default under the Company's credit facility with various banks and
its separate trade receivables securitization facility. As disclosed on a Form
8-K dated as of November 14, 2006, the Company obtained waivers of the covenant
violation from each of its lenders, effective as of November 14, 2006, which
were effective through December 15, 2006.
Effective December 15, 2006, the Company obtained waivers of the covenant
violation from each of its lenders, which are effective through February 15,
2007 so long as the Company executes a commitment letter for a new financing by
December 22, 2006, or else the waivers extend only until January 31, 2007. The
waivers limit the Company's maximum amount of debt through that date to $521
million. The Company does not believe that this limitation will impair its
ability to continue to operate its business in the ordinary course. The Company
has been meeting with representatives of its existing lenders and other
prospective lenders in order to arrange for the refinancing of its long term
debt. While Invacare believes that it will be able to secure new financing on
acceptable terms, there can be no assurance of this. Failure to obtain new
financing on or before February 15, 2007 or, in the alternative, to extend the
termination date of the existing waivers would have a material adverse effect on
the Company's liquidity and/or its financial position.
Copies of each of the waivers referenced in the foregoing paragraph are filed
herewith as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to this Form 8-K and are
incorporated by reference into this Item 1.01.
Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The Information set forth in Item 1.01 of this Form 8-K is
incorporated into this Item 2.04 by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit 10.1
Second Waiver and Amendment dated as of December 15, 2006 to Note
Purchase Agreement dated as of February 27, 1998 for $80,000,000
6.71% Series A Senior Notes Due February 27, 2008 and $20,000,000
6.60% Series B Senior Notes Due February 27, 2005;
Exhibit 10.2
Second Waiver and Amendment dated as of December 15, 2006 to Note
Purchase Agreement dated as of October 1, 2003 for $50,000,000
3.97% Series A Senior Notes Due October 1, 2007; $30,000,000
4.74% Series B Senior Notes Due October 1, 2009 and $20,000,000
5.05% Series C Senior Notes Due October 1, 2010;
Exhibit 10.3
Second Waiver and Amendment Agreement dated as of December 15,
2006 to Credit Agreement dated as of January 14, 2005 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;
Exhibit 10.4
Second Omnibus Waiver, Amendment and Reaffirmation of Performance
Undertaking dated as of December 15, 2006 to Receivables Purchase
Agreement, dated as of September 30, 2005, among Invacare
Receivables Corporation, as Seller, Invacare Corporation, as
Servicer, Park Avenue Receivables company, LLC and JPMorgan Chase
Bank, N.A., as Agent; and
Exhibit 10.5
Second Waiver and Amendment dated as of December 15, 2006 to Note
Purchase Agreement, dated as of April 27, 2006, by and among
Invacare Corporation and the various purchasers named therein,
relating to $150,000,000 in 6.15% Senior Notes Due April 27, 2016
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: December 19, 2006