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)   November 1, 2010

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 1.01.                      Entry into a Material Definitive Agreement.

On October 1, 2010, Invacare Corporation (the “Company”) announced that it had commenced a cash tender offer for any and all of the $146,000,000 aggregate principal amount outstanding of its 9 3/4% senior notes due 2015 (CUSIP No. 461203AB7) (the “Notes”) and a solicitation of consents to certain proposed amendments to the indenture governing the Notes (the “Indenture”).  The consent solicitation sought consents from holders of the Notes to effect amendments to the Indenture to eliminate substantially all of the restrictive covenants and reduce the list of potential events that would constitute an event of default in the Indenture. The tender offer and consent solicitation were conducted pursuant to the terms of and subject to the condition s in the Offer to Purchase and Consent Solicitation Statement dated October 1, 2010.

The tender offer and consent solicitation expired at 8:00 a.m., Eastern time, on November 1, 2010.  On November 1, 2010, the Company accepted and purchased an aggregate of $142,945,000 of the Notes that had been validly tendered pursuant to the tender offer and consent solicitation.  In connection with the completion of the tender offer and consent solicitation and prior to the acceptance and purchase of the Notes by the Company in the tender offer, with the consent of the holders of approximately 97.91% of the outstanding Notes, the Company entered into a first supplemental indenture, dated as of November 1, 2010, by and among the Company, the guarantors party thereto and Wells Fargo Bank, N.A., as the Trustee (the “Supplemental Indenture”).  The Supplemental Indenture became effective upon the Company’s acceptance and purchase of Notes in the tender offer and effected the amendments to the Indenture described above.

The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the complete terms and conditions of the Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.

This Current Report on Form 8-K is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities.  The tender offer for the Senior Notes was made solely by the Offer to Purchase and Consent Solicitation Statement dated October 1, 2010 and was not made to holders of such notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Item 7.01. Regulation FD Disclosure.

On November 1, 2010, the Company issued a press release announcing the expiration and results of the Company’s cash tender offer and consent solicitation for any and all of its outstanding $146,000,000 aggregate principal amount of 9 3/4% Senior Notes due 2015 (CUSIP No. 461203AB7).  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.                      Financial Statements and Exhibits.

(d)   Exhibits.

Exhibit Number	Description
4.1	First Supplemental Indenture, dated as of November 1, 2010, by and among Invacare Corporation, each of the guarantors party thereto and Wells Fargo Bank, N.A.
99.1	Press Release, dated November 1, 2010.

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 hereunto duly authorized.

	Invacare Corporation
	(Registrant)
Date:  November 1, 2010
	/s/ Robert K. Gudbranson
	Robert K. Gudbranson Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
4.1	First Supplemental Indenture, dated as of November 1, 2010, by and among Invacare Corporation, each of the guarantors party thereto and Wells Fargo Bank, N.A.
99.1	Press Release, dated November 1, 2010.

EX-4.1

Exhibit 4.1

INVACARE CORPORATION

AND

EACH OF THE GUARANTORS PARTY HEREIN

AND

WELLS FARGO BANK, N.A.,

as Trustee

_______________________________

FIRST SUPPLEMENTAL INDENTURE

Dated as of November 1, 2010

to

Indenture

Dated as of February 12, 2007

9¾% Senior Notes due 2015

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 1, 2010, is by and among Invacare Corporation, an Ohio corporation (the “Company”), the Guarantors (as defined in the Indenture referred to herein), and Wells Fargo Bank, N.A., as trustee (the “Trustee”).

WHEREAS, the Company, the Guarantors and the Trustee are parties to that certain Indenture dated as of February 12, 2007 (the “Indenture”), relating to the Company’s 9¾% Senior Notes due 2015 (the “Notes”);

WHEREAS, $146,000,000 aggregate principal amount of Notes are currently outstanding;

WHEREAS, Section 9.02 of the Indenture provides that, with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer for Notes), the Company, the Guarantors and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture or the Notes (subject to certain exceptions);

WHEREAS, the Company desires and has requested the Trustee to join with it and the Guarantors in entering into this Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 9.02 of the Indenture;

WHEREAS, the Company has been soliciting consents to this Supplemental Indenture upon the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement dated October 1, 2010 and the Consent and Letter of Transmittal (which together, including any amendments, modifications or supplements thereto, constitute the “Tender Offer”);

WHEREAS, (1) the Company has received the consent of the Holders of at least a majority in principal amount of the outstanding Notes (excluding any Notes owned by the Company or any of its Affiliates), all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (2) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 9.06 of the Indenture and (3) the Company and the Guarantors have satisfied all other conditions required under Article Nine of the Indenture to enable the Company, the Guarantors and the Trustee to enter into this Supplemental Indenture.

NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:

ARTICLE I

AMENDMENTS TO INDENTURE AND NOTES

Section 1.1                   Amendments to Articles Four, Five and Six.  The Indenture is hereby amended by deleting the following Sections or clauses of the Indenture and all references and definitions related thereto in their entirety:

Section 4.03 (Reports);

Section 4.04(b) (Compliance Certificate);

Section 4.05 (Taxes);

Section 4.06 (Stay, Extension and Usury Laws);

Section 4.07 (Incurrence of Indebtedness and Issuance of Disqualified Stock);

Section 4.08 (Restricted Payments);

Section 4.09 (Transactions with Affiliates);

Section 4.10 (Liens);

Section 4.11 (Asset Sales);

Section 4.12 (Issuances of Guarantees by Restricted Subsidiaries);

Section 4.13 (Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries);

Section 4.14 (Sale Leaseback Transactions);

Section 4.15 (Lines of Business);

Section 4.16(c) (Unrestricted Subsidiaries);

Section 4.17 (Payments for Consent);

Section 4.18 (Offer to Repurchase upon a Change of Control);

Clauses (2), (3) and (5) of Section 5.01(a) and clause (2) of Section 5.01(b) (Consolidation, Merger and Sale of Assets); and

Clauses (5) and (7) Section 6.01 (Events of Default).

Section 1.2                   Amendments to Notes.  The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Supplemental Indenture.

ARTICLE II

MISCELLANEOUS PROVISIONS

Section 2.1                   Defined Terms.  For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.

Section 2.2                   Indenture.  Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this Supplemental Indenture shall control.

Section 2.3                   Governing Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES THEREOF.

Section 2.4                   Successors.  All agreements of the Company and the Guarantors in this Supplemental Indenture and the Notes shall bind their respective successors.  All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

Section 2.5                   Duplicate Originals.  All parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together shall represent the same agreement.  It is the express intent of the parties to be bound by the exchange of signatures on this Supplemental Indenture via telecopy or other form of electronic transmission.

Section 2.6                   Severability.  In case any one or more of the provisions in this Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

Section 2.7                   Trustee Disclaimer.  The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company and the Guarantors, and the Trustee makes no representation with respect to any such matters.  Additionally, the Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

Section 2.8                   Effectiveness.  The provisions of this Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto.  Notwithstanding the foregoing sentence, the provisions of this Supplemental Indenture shall become operative only upon the purchase by the Company, pursuant to the Tender Offer, of at least a majority in principal amount of the outstanding Notes (excluding any Notes owned by the Company or any of its affiliates), with the result that the amendments to the Indenture effected by this Supplemental Indenture shall be deemed to be revoked retroactive to the dat e hereof if such purchase shall not occur.  The Company shall notify the Trustee promptly after the occurrence of such purchase or promptly after the Company shall determine that such purchase will not occur.

Section 2.9                   Endorsement and Change of Form of Notes.  Any Notes authenticated and delivered after the close of business on the date that this Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended by the Company, with a notation as follows:

“Effective as of November 1, 2010, certain restrictive covenants of the Company and certain Events of Default have been eliminated or limited, as provided in the First Supplemental Indenture, dated as of November 1, 2010.  Reference is hereby made to such First Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”

Section 2.10                           Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction thereof.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.

INVACARE CORPORATION

By:           /s/ Robert K. Gudbranson                                                      

Name:             Robert K. Gudbranson

Title:Senior Vice President, Chief Financial Officer and Treasurer

GUARANTORS

ADAPTIVE SWITCH LABORATORIES, INC.

INVACARE FLORIDA CORPORATION

INVACARE CREDIT CORPORATION

THE AFTERMARKET GROUP, INC.

THE HELIXX GROUP, INC.

CHAMPION MANUFACTURING INC.

INVACARE CONTINUING CARE, INC.

INVACARE CANADIAN HOLDINGS, INC.

INVACARE INTERNATIONAL CORPORATION

KUSCHALL, INC.

ALTIMATE MEDICAL, INC.

INVACARE SUPPLY GROUP, INC.

INVACARE HOLDINGS, LLC

FREEDOM DESIGNS, INC.

INVACARE FLORIDA HOLDINGS, LLC

By:           /s/ Gerald B. Blouch                                                                

Name:             Gerald B. Blouch

Title:             President

GUARANTORS

MEDBLOC, INC.

GARDEN CITY MEDICAL INC.

By:           /s/ Robert K. Gudbranson                                                      

Name:             Robert K. Gudbranson

Title:             Vice President

WELLS FARGO BANK, N.A.,

as Trustee

By:           /s/ Lynn M. Steiner                                                      

Name:  Lynn M. Steiner

Title:    Vice President

EX-99.1

Exhibit 99.1

Contact:   Lara Mahoney

440-329-6393

INVACARE PURCHASES $142,945,000 OF ITS 9 3/4% SENIOR NOTES DUE 2015 ON EXPIRATION OF TENDER OFFER AND CONSENT SOLICITATION

Elyria, Ohio – (November 1, 2010) – Invacare Corporation (NYSE: IVC) announced today that its previously announced cash tender offer (the “Offer”) for any and all of its outstanding 9 3/4% senior notes due 2015 (CUSIP No. 461203AB7) (the “Notes”) and solicitation of consents to certain proposed amendments to the indenture governing the Notes (the “Indenture”) expired at 8:00 a.m., Eastern time, November 1, 2010 (the “Expiration Time”).  At the Expiration Time, an aggregate of $142,945,000 in principal amount of the Notes had been validly tendered and not validly withdrawn in the Offer.  On November 1, 2010, Invacare paid $1,075.00 (the “Total Consideration”) for each $1,000 principal amount of the Notes validly tendered on or prior to the Expira tion Time, which included a consent payment of $30.00 per $1,000 principal amount of Notes.  Invacare also paid accrued and unpaid interest on the purchased Notes up to, but not including, November 1, 2010.  After giving effect to the Notes purchased in the Offer, an aggregate of approximately $3,055,000 principal amount of the Notes currently remain outstanding.

“We are pleased with the results of the tender offer, which will allow the Company to benefit from lower borrowing rates under its new revolving credit facility, currently at LIBOR + 2.5%.  At the latest, we plan on purchasing the remaining principal amounts of the Notes by the end of February 2011,” said Gerald B. Blouch, interim chief executive officer.

Since the amount of Notes purchased by Invacare in the Offer was within the range of amounts that Invacare expected to purchase, Invacare confirms that the guidance contained in its press release on October 28, 2010 announcing its financial results for the third quarter and the nine months ended September 30, 2010 remains unchanged.

Invacare received valid tenders and a sufficient number of consents to adopt the proposed amendments to the Indenture.  Such amendments were adopted on November 1, 2010 pursuant to a supplemental indenture entered into with the trustee for the Notes.  The amendments have eliminated substantially all of the restrictive covenants and reduced the list of potential events that would constitute an event of default in the Indenture.

BofA Merrill Lynch acted as the exclusive dealer manager and solicitation agent in connection with the Offer. Questions regarding the terms of the Offer may be directed to BofA Merrill Lynch, Debt Advisory Services, at (888) 292-0070 (US toll-free) and (980) 388-4603 (collect).

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The Offer was made solely by the Offer to Purchase and Consent Solicitation Statement dated October 1, 2010.  The tender offer was not made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.  This press release is not a notice of redemption under the Indenture.  Any such notice, if made, will only be made in accordance with the provisions of the Indenture.

ABOUT INVACARE

Invacare Corporation 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 6,300 associates and markets its products in approximately 80 countries around the world.  The Company was named to the 2010 Fortune 1000 list and to the 2010 IndustryWeek U.S. Manufacturing 500.  For more information about the Company and its products, visit Invacare's website at www.invacare.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this press release are forward-looking within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Terms such as “will,” “should,” “could”, “plan,” “intend,” “expect,” “continue,” “forecast,” “believe,” “anticipate” and “seek,” as well as similar comments, are forward-looking in nature. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. 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 : adverse changes in government and other third-party payor reimbursement levels and practices (such as, for example, the Medicare bidding program covering nine metropolitan areas beginning in 2011 and an additional 91 metropolitan areas beginning in 2013), impacts of the U.S. health care reform legislation that was recently enacted (such as, for example, the excise tax beginning in 2013 on medical devices, together with further regulations to be promulgated by the U.S. Secretary of Treasury, if adopted, could have an adverse impact on Invacare); the uncertain impact on Invacare’s  providers, on Invacare’s suppliers and on the demand for Invacare’s products resulting from the current global economic conditions and general volatility in the credit and stock markets; loss of key health care providers; exchange rate and tax rate fluctuations; inability to design, manufacture, distribute and achieve market acceptance of new products with higher functionality and lower costs; consolida tion of health care providers and Invacare’s competitors; lower cost imports; uncollectible accounts receivable; difficulties in implementing/upgrading Enterprise Resource Planning systems; risks inherent in managing and operating businesses in many different foreign jurisdictions; ineffective cost reduction and restructuring efforts; potential product recalls; legal actions or regulatory proceedings and governmental investigations; product liability claims; possible adverse effects of being leveraged, which could impact Invacare’s ability to raise capital, limit its ability to react to changes in the economy or the health care industry or expose Invacare to interest rate or event of default risks; increased freight costs; inadequate patents or other intellectual property protection; extensive government regulation of Invacare’s products; failure to comply with regulatory requirements or receive regulatory clearance or approval for Invacare’s products or operations in the United State s or abroad; incorrect assumptions concerning demographic trends that impact the market for Invacare’s products; decreased availability or increased costs of materials which could increase Invacare’s costs of producing or acquiring Invacare’s products, including possible increases in commodity costs; the loss of the services of Invacare’s key management and personnel; inability to acquire strategic acquisition candidates because of limited financing alternatives; increased security concerns and potential business interruption risks associated with political and/or social unrest in foreign countries where Invacare’s facilities or assets are located; provisions of Ohio law or in Invacare’s debt agreements, shareholder rights plan or charter documents that may prevent or delay a change in control, 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 un dertake 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.

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