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) August 12, 2005
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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.
On August 12, 2005, Invacare Corporation ("Invacare") entered into a First
Amendment (the "First Amendment") to the Credit Agreement dated as of January
14, 2005 among Invacare and Certain Borrowing Subsidiaries, the Banks Named
Therein, and JPMorgan Chase Bank, N.A. as Agent, Keybank National Association as
Syndication Agent, and J.P. Morgan Securities, Inc. and Keybank National
Association, as Co-Lead Arrangers (the "Credit Agreement"), pursuant to which,
among other things, (i) the definition of Adjusted EBITDA was amended to clarify
the treatment of restructuring costs under the Credit Agreement, (ii) the
definition of Total Debt was amended to include lease receivables
securitizations and exclude trade receivable securitizations, and (iii) the
maximum Total Debt to Adjusted EBITDA ratio as permitted under the covenants in
the Credit Agreement for the period commencing on December 31, 2006 and
continuing thereafter was reduced from 3.50 to 1.0, to 3.25 to 1.0. A copy of
the First Amendment to the Credit Agreement is filed as Exhibit 10.1 to this
report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit 10.1
First Amendment, dated as of August 12, 2005, to the 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.
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: August 12, 2005