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 and Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 5, 2007
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INVACARE CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
OHIO 1-15103 95-2680965
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(State or Other (Commission File No.) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
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 or former address, if changed 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:
[ ] 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.
Purchase Agreement for Convertible Senior Subordinated Debentures
On February 5, 2007, Invacare Corporation (the "Company") and certain of
its domestic subsidiaries entered into a purchase agreement (the "Debenture
Purchase Agreement") under which the Company agreed to sell $125 million
aggregate principal amount of 4.125% Convertible Senior Subordinated Debentures
due 2027 (the "Debentures") to the initial purchasers named therein
(collectively, the "Initial Debenture Purchasers") in a private placement
pursuant to an exemption from the registration requirements of the Securities
Act of 1933, as amended (the "Securities Act"). The Debenture Purchase Agreement
also granted the Initial Debenture Purchasers an option to purchase up to an
additional $10 million aggregate principal amount of the Debentures to cover
over-allotments. On February 7, 2007, the Initial Debenture Purchasers exercised
the full $10 million option. The net proceeds to the Company from the offering,
after deducting the Initial Debenture Purchasers' discount and the estimated
offering expenses payable by the Company, are expected to be approximately
$131.1 million. Under the terms of the Debenture Purchase Agreement, the Initial
Debenture Purchasers will receive an aggregate commission of $2.7 million in
connection with the offering of the Debentures. Subject to customary closing
conditions, the closing of the sale of the Debentures is expected to occur on
February 12, 2007. The foregoing description of the Debenture Purchase Agreement
is a summary and is qualified in its entirety by reference to the terms of the
Debenture Purchase Agreement, which is attached hereto as Exhibit 10.1.
The Debentures will be offered and sold to the Initial Debenture Purchasers
in reliance on the exemption from registration provided by Section 4(2) of the
Securities Act, and offered and resold by the Initial Debenture Purchasers to
qualified institutional buyers pursuant to the exemption from registration
provided by Rule 144A under the Securities Act.
The Debentures and the common shares issuable upon conversion have not been
registered under the Securities Act or the securities laws of any other
jurisdiction and may not be offered or sold in the United States absent
registration under, or an applicable exemption from, the registration
requirements of the Securities Act and applicable state securities laws.
Purchase Agreement for Senior Notes
On February 7, 2007, the Company and certain of its domestic subsidiaries
entered into a purchase agreement (the "Note Purchase Agreement") under which
the Company agreed to sell $175 million aggregate principal amount of 9 3/4%
Senior Notes due 2015 (the "Notes") to the initial purchasers named therein
(collectively, the "Initial Note Purchasers") in a private placement pursuant to
an exemption from the registration requirements of the Securities Act. The net
proceeds to the Company from the offering, after deducting the Initial Note
Purchasers' discount and the estimated offering expenses payable by the Company,
are expected to be approximately $169 million. Under the terms of the Note
Purchase Agreement, the Initial Note Purchasers will receive an aggregate
commission of $3.5 million in connection with the offering of the Notes. Subject
to customary closing conditions, the closing of the sale of the Notes is
expected to occur on February 12, 2007. The foregoing description of the Note
Purchase Agreement is a summary and is qualified in its entirety by reference to
the terms of the Note Purchase Agreement, which is attached hereto as Exhibit
10.2.
The Notes will be offered and sold to the Initial Note Purchasers in
reliance on the exemption from registration provided by Section 4(2) of the
Securities Act, and offered and resold by the Initial Note Purchasers to
qualified institutional buyers pursuant to the exemption from registration
provided by Rule 144A under the Securities Act and to non-U.S. persons outside
the United States in reliance on Regulation S under the Securities Act.
The Notes have not been registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered or sold in the
United States absent registration under, or an applicable exemption from, the
registration requirements of the Securities Act and applicable state securities
laws.
This Current Report on Form 8-K shall not constitute an offer to sell or
the solicitation of offers to buy any security and shall not constitute an
offer, solicitation or sale of any security in any jurisdiction in which such
offer, solicitation, or sale would be unlawful.
Item 3.02. Unregistered Sales of Equity Securities.
The information regarding the Debentures provided in Item 1.01 of this
Current Report on Form 8-K is hereby incorporated by reference into this Item
3.02.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit number Description
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10.1 Purchase Agreement by and among Invacare
Corporation, the Subsidiary Guarantors named
therein, and the Initial Purchasers named therein
dated as of February 5, 2007.
10.2 Purchase Agreement by and among Invacare
Corporation, the Subsidiary Guarantors named
therein, and the Initial Purchasers named therein
dated as of February 7, 2007.
SIGNATURE
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
(Registrant)
Date: February 9, 2007
/s/ Gregory C. Thompson
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Gregory C. Thompson
Senior Vice President and
Chief Financial Officer
Exhibit Index
Exhibit number Description
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10.1 Purchase Agreement by and among Invacare
Corporation, the Subsidiary Guarantors named
therein, and the Initial Purchasers named therein
dated as of February 5, 2007.
10.2 Purchase Agreement by and among Invacare
Corporation, the Subsidiary Guarantors named
therein, and the Initial Purchasers named therein
dated as of February 7, 2007.