8-K

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) March 6, 2008

INVACARE CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	1-15103	95-2680965
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

One Invacare Way, P.O. Box 4028, Elyria, Ohio	44036
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (440) 329-6000

(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 (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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 6, 2008, Invacare Corporation (“Invacare”) announced the appointment of Robert K. Gudbranson as its chief financial officer, effective as of April 1, 2008.  Gerald Blouch, Invacare’s president and chief operating officer, will continue as acting chief financial officer until the effective date of Mr. Gudbranson’s appointment.

Mr. Gudbranson, age 44, is joining Invacare from Lincoln Electric Holdings, Inc. (NASDAQ: LECO), a $2.0 billion global manufacturer of welding, brazing and soldering products located in Cleveland, Ohio, where he has served as vice president of strategic planning and acquisitions since October 2005.  Prior to joining Lincoln Electric, Mr. Gudbranson served as director of business development and investor relations at Invacare from June 2002 to October 2005.  Prior to that, Mr. Gudbranson served as Invacare’s assistant treasurer and European finance director.  Mr. Gudbranson began his career in finance at JP Morgan, progressing through positions of increased responsibility in corporate financial management and banking.  Mr. Gudbranson holds a bachelor of arts degree in applied mathematics from Yale University and a master of arts in politics and economics from Oxford University.

Invacare and Mr. Gudbranson have entered into a letter agreement with respect to his employment dated February 20, 2008, which is effective upon the commencement of his employment by Invacare.  Under the agreement, Mr. Gudbranson’s annual base salary will be $325,000 per year and his target bonus will be 75% of his annual salary.  Invacare has guaranteed payment of the full amount of Mr. Gudbranson’s target bonus for 2008, to be payable in early 2009 in accordance with terms of Invacare’s executive incentive bonus plan.  The agreement provides that, upon commencement of his employment, Mr. Gudbranson will be eligible to be granted 2,500 shares of restricted stock and a stock option to purchase 27,500 common shares of Invacare, each to vest at a rate of 25% per year.  Mr. Gudbranson also will be eligible to participate in the employee benefit plans, programs and policies maintained by Invacare for similarly situated executive officers, including Invacare’s Supplemental Executive Retirement Plan, under which Mr. Gudbranson will receive a service credit of five years toward the fifteen year service requirement for vesting of normal retirement benefits.  Under the agreement, if Mr. Gudbranson’s employment is terminated by Invacare for any reason other than cause (as defined in the agreement), he will be entitled to continuation of his salary for a period of one year, a pro rata portion of his target bonus amount as of the termination date and continuation of health insurance benefits for up to one year.  The agreement also contemplates that Mr. Gudbranson will enter into a change in control agreement with Invacare in the form and on substantially the same the terms and conditions as the change in control agreements entered into between Invacare and its other executive officers.  The foregoing summary of the principal terms of the letter agreement is qualified in its entirety by reference to the terms and conditions of the letter agreement, a copy of which is included as Exhibit 10.1 to this Form 8-K and is incorporated into this Item 5.02 by reference.

There are no arrangements or understandings between Mr. Gudbranson and any other person pursuant to which Mr. Gudbranson was appointed chief financial officer nor is there a family relationship between any director or executive officer and Mr. Gudbranson.  Mr. Gudbranson has not entered into any related party transactions with Invacare that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On March 6, 2008, Invacare issued a press release announcing the appointment of Mr. Gudbranson.  A copy of the press release is furnished herewith as Exhibit 99.1 to this Form 8-K.

Item 7.01. Regulation FD Disclosure.

On March 6, 2008, Invacare issued a press release in which it reaffirmed its publicly disclosed adjusted earnings per share and organic growth guidance for the fiscal year 2008.  A copy of the press release is furnished herewith as Exhibit 99.1 to this Form 8-K and is incorporated by reference into this Item 7.01.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit number	Description
10.1	Letter agreement between Invacare Corporation and Robert Gudbranson, dated February 20, 2008.
99.1	Press Release of Invacare Corporation, dated March 6, 2008.

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:  March 10, 2008
	/s/ Dale C. LaPorte
	Dale C. LaPorte Senior Vice President - Business Development and General Counsel

Exhibit Index

Exhibit number	Description
10.1	Letter agreement between Invacare Corporation and Robert Gudbranson, dated February 20, 2008.
99.1	Press Release of Invacare Corporation, dated March 6, 2008.

EX-10.1

Exhibit 10.1

February 20, 2008

Mr. Robert Gudbranson

[omitted]

Dear Rob:

We are pleased to confirm our offer of the position of Chief Financial Officer reporting directly to A. Malachi Mixon, III, Chairman and CEO.

The following represents the terms and conditions of your employment:

1.   Salary

Your starting base salary for this position will be $27,083.33 per month, which is $325,000 when calculated on an annual basis.

2.   Bonus

Beginning in January, 2008, as a member of Invacare’s senior management group, your target bonus eligibility will be at the seventy-fifth (75th) percent bonus level.  This bonus will be based on corporate performance.   For Plan Year 2008, we will guarantee full payout of your bonus, payable in early 2009.

3.   Stock Option Program

Upon acceptance of our offer, you will be eligible to receive non-qualified options to purchase 27,500 shares, without par value, of Invacare stock pursuant to the Company’s Executive Stock Option Plan.  Stock options vest at a rate of 25% per year with an exercise period of ten (10) years.

4.   Restricted Stock

Upon acceptance of our offer, you will be eligible to receive a restricted stock grant in the amount of 2,500 shares.  Restrictions lapse at 25% per year.  Subject to review and approval by the Compensation Committee of the Board of Directors of Invacare Corporation, you will be eligible to receive restricted stock grants on an annual basis.

5.   Automobile Leasing & Insurance Program

You will be eligible to participate in Invacare’s car allowance in the amount of $1600 per month, which is reflected as part of your salary.  This allowance is intended to cover monthly car payment, gasoline, maintenance and insurance.

6.   Benefits

Medical - You will be eligible to participate Invacare’s flexible benefits program, which includes medical, dental and vision coverage, as well as increased term life insurance for eligible dependents.  This program will be available to you on the first day of the month following employment.  In addition, you will be eligible for the Company’s Life Insurance, Short and Long Term Disability, Retirement Plan and Educational Assistance programs.  The average benefit package adds approximately 28% to your base salary.

Retirement Plan –Invacare offers a qualified plan, The Invacare Retirement Savings Plan, and a non-qualified plan, The dcPlus Plan (“Plus Plan”).  The Invacare Retirement Savings Plan includes a 401(k) program, Employer Match and Invacare Quarterly Contribution (IQC).  The Plus Plan is offered to those individuals whose annual income exceeds $100,000 and includes an enhanced employee contribution plan along with the Employer Match and Invacare Quarterly Contribution.  The Plus Plan allows you to contribute up to 50% of your compensation.  Invacare will make matching contributions equal to 100% of the first 1% of your salary deferrals, plus 50% of the next 2% of your salary deferrals after you have completed six months of service.  The Quarterly Contribution is equal to 4% of your eligible earnings and will be made at the conclusion of each calendar quarter after you have completed six months of service.  You do not have to contribute to either Plan to receive the Quarterly Contribution.

Vacation – You are eligible for three weeks vacation beginning in January 2008.

7.   Executive Benefits (Additional details of each of these plans are enclosed)

Supplemental Executive Retirement Plan (SERP) - You will be eligible to participate in the Invacare SERP.  The SERP is a non-qualified plan that provides retirement income to supplement income available from Invacare’s qualified plans and to supplement the dcPlus Plan.  The Target Retirement Ratio is 50% of final compensation.  You will receive a service credit of five (5) years to count toward the fifteen (15) year service requirement.

Life Insurance Plan - You will be eligible to participate in the Executive Life Insurance plan.  This plan provides a level of death benefit equal to three (3) times compensation at pre-retirement and one (1) times final compensation at post-retirement.

Disability Income Plan - You will be eligible to participate in the Executive Disability Income Plan.  This disability plan, combined with the Invacare Group Long Term Disability Income plan, can provide disability income of up to 70% of your compensation.

Health Management Program - You will be eligible to participate in the Executive Health Management Program.  Through this program, you will be entitled to one physical exam every two years performed at the Cleveland Clinic Department of Preventative Medicine.

Personal Liability - Invacare will also provide 5 million dollars of personal umbrella coverage over certain underlying retention amounts.  This coverage provides you with liability coverage anywhere in the world subject to the terms and conditions of the policy.

8.   Severance

If you are terminated for any reason other than cause during your employment, you will be provided one year of salary continuation as severance pay.  You will also receive a prorata portion of your target bonus based on the date of termination.  In addition, Invacare will continue to provide health insurance during your severance period, or until you obtain employment that provides you with such coverage, whichever comes first.

Termination for cause is defined as fraud, misrepresentation, theft or embezzlement of company assets, intentional violations of law or company policies or a substantial failure to perform assigned duties.

9.   Change of Control

The Change in Control agreement would include provisions for a lump sum cash amount equal to three (3) times annual base salary plus target bonus and continued participation in the Company’s employee benefit plans, as described in more detail in our Annual Proxy Statement.

This offer is contingent upon verification of employment under the provisions of the Immigration Reform and Control Act of 1986.  Upon reporting to work, you will be required to present your Social Security card or birth certificate and state-issued photo identification.

You will be required to review and sign a non-compete agreement and a conflict of interest document as a condition of your employment.

This offer is also contingent upon you successfully completing a pre-employment drug screen, post-offer physical examination and reference-checking process.  Please contact Ann Wilgor at 440/329-6906 to arrange for your drug screen and post-offer physical examination.

Rob, we are excited at the prospect of you re-joining the Invacare team.  Upon signing this offer, a mutually agreed upon start date will be determined.  In the interim, if there are any questions regarding this offer, please contact me at 440/329-6427.

	Sincerely,
		/s/ Joseph Usaj
		Name:  Joseph Usaj
		Title:  Senior Vice President - Human Resources
cc:    Mal Mixon

I acknowledge acceptance of this offer and its conditions for the position of Chief Financial Officer, and have signed two copies of this letter and am returning one to your attention.

/s/ Robert K. Gudbranson	2/20/08
	Date

EX-99.1

Exhibit 99.1

News Release                                                                                     

Investor Inquiries:

Gerald B. Blouch

440-329-6109

INVACARE CORPORATION NAMES NEW CHIEF FINANCIAL OFFICER

ELYRIA, OH – (March 6, 2008) – Invacare Corporation (NYSE:IVC) has appointed Robert K. Gudbranson to the position of senior vice president and chief financial officer, effective April 1, 2008.  Most recently, Gudbranson served as vice president of strategic planning and acquisitions for Lincoln Electric Holdings, Inc. (NASDAQ:LECO), a $2.0 billion global manufacturer of welding, brazing and soldering products located in Cleveland, OH.  Prior to joining Lincoln Electric, Gudbranson was the director of business development and investor relations at Invacare.

In his new role, Gudbranson, 44, will be responsible for all aspects of Invacare’s Finance, Treasury, Internal Audit, Investor Relations, and Information Technology functions.

“We are extremely pleased to have Rob Gudbranson joining Invacare Corporation as chief financial officer,” said A. Malachi Mixon, III, chairman and chief executive officer.  “His extensive background in strategic planning and business development, as well as his previous financial experience with Invacare, will be instrumental in helping guide Invacare Corporation as we work toward our growth agenda for 2008 and beyond.”

Gudbranson began his career in finance at JP Morgan, progressing through positions of increased responsibility in corporate financial management and banking.  Prior to joining Lincoln Electric, he held various financial roles of increasing responsibility for Invacare including:  director, business development and investor relations; assistant treasurer; and European finance director.  Gudbranson holds a bachelor of arts degree in applied mathematics from Yale University and a master of arts in politics and economics from Oxford University.

Gudbranson replaces Gregory C. Thompson who resigned as Invacare’s CFO in February 2008 to join Georgia Gulf Corporation, Inc. (NYSE:GGC).

Mr. Mixon added, “We are also taking this opportunity to reaffirm our 2008 guidance.  Specifically, while it is still very early in the year, the business is progressing consistently with our internal expectations.  We are comfortable with our adjusted earnings per share* guidance of $1.35 to $1.50 with organic growth of approximately 4% to 5%, excluding the impact from acquisitions and foreign currency translation adjustments.  We expect that historical seasonal patterns of the business, which generally favor the latter half of the year, will essentially repeat in 2008, but that modest quarterly improvements on a year-over-year basis should continue.”

Invacare Corporation (NYSE: IVC), headquartered in Elyria, Ohio, is the global leader in the manufacture and distribution of innovative home and long-term care medical products that promote recovery and active lifestyles.  The company has 5,700 associates and markets its products in 80 countries around the world.  For more information about the company and its products, visit Invacare website at www.invacare.com.

________________________________________________________________________________

*Adjusted earnings per share (EPS) is a non-GAAP financial measure which is defined as net earnings excluding the impact of restructuring charges and tax valuation allowances divided by weighted average shares outstanding – assuming dilution.  The Company is unable to quantify these excluded items at this time since they relate to future periods.

This press release contains forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995.Terms such as “will,” “should,” “plan,” “intend,” “expect,” “continue,” “forecast”,” believe,” “anticipate” and “seek,” as well as similar comments, are forward-looking in nature. Actual results and events may differ significantly from those expressed or anticipated as a result of risks and uncertainties which include, but are not limited to, the following: possible adverse effects of being substantially leveraged, which could impact our ability to raise capital, limit our ability to react to changes in the economy or our industry or expose us to interest rate or event of default risks; changes in government and other third-party payer reimbursement levels and practices; consolidation of health care providers and our competitors; loss of key health care providers; ineffective cost reduction and restructuring efforts; inability to design, manufacture, distribute and achieve market acceptance of new products with higher functionality and lower costs; extensive government regulation of our products; lower cost imports; increased freight costs; failure to comply with regulatory requirements or receive regulatory clearance or approval for our products or operations in the United States or abroad; potential product recalls; uncollectible accounts receivable; difficulties in implementing a new Enterprise Resource Planning system; legal actions or regulatory proceedings and governmental investigations; product liability claims; inadequate patents or other intellectual property protection; incorrect assumptions concerning demographic trends that impact the market for our products; provisions in our bank credit agreement or other debt instruments that may prevent or delay a change in control; the loss of the services of our key management and personnel; decreased availability or increased costs of raw materials which could increase our costs of producing our products; inability to acquire strategic acquisition candidates because of limited financing alternatives; risks inherent in managing and operating businesses in many different foreign jurisdictions; exchange rate fluctuations, as well as the risks described from time to time in Invacare’s reports as filed with the Securities and Exchange Commission. Except to the extent required by law, we do not undertake and specifically decline any obligation to review or update any forward-looking statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments or otherwise.