0000742112-16-000160.txt : 20160912 0000742112-16-000160.hdr.sgml : 20160912 20160912170326 ACCESSION NUMBER: 0000742112-16-000160 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160912 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160912 DATE AS OF CHANGE: 20160912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVACARE CORP CENTRAL INDEX KEY: 0000742112 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 952680965 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15103 FILM NUMBER: 161881464 BUSINESS ADDRESS: STREET 1: ONE INVACARE WAY STREET 2: P O BOX 4028 CITY: ELYRIA STATE: OH ZIP: 44036 BUSINESS PHONE: 4403296000 MAIL ADDRESS: STREET 1: ONE INVACARE WAY STREET 2: P O BOX 4028 CITY: ELYRIA STATE: OH ZIP: 44036 8-K 1 sep1220168k.htm 8-K Document



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):
September 12, 2016

INVACARE CORPORATION

(Exact name of Registrant as specified in its charter)
Ohio
001-15103
95-2680965
(State or other Jurisdiction of
Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)

One Invacare Way, P.O. Box 4028, Elyria, Ohio 44036
(Address of principal executive offices, including zip code)

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

———————————————————————————————— 
(Former name, former address and former fiscal year, 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 7.01.    Regulation FD Disclosure.
On September 12, 2016, Invacare Corporation (the “Company”) issued a press release in which it announced that it will update investors on the transformation of the Company’s business at previously announced investor conferences in New York City on September 13, 2016 and September 14, 2016. In its presentation, the Company will update investors on the Company’s strategic direction, achievements in the first phase of change, and long-term earnings potential.
The press release also contained commentary from the Company’s Chairman, President and Chief Executive Officer regarding the Company’s transformation, as well as information on how investors can access the live webcast of the presentation from each of the investor conferences. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In connection with its participation in the investor conferences, on September 12, 2016, the Company posted an updated investor presentation on the Company’s website at http://www.invacare.com/investorrelations. The content of the Company’s website is not incorporated by reference in this Current Report on Form 8-K.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits.
 
 
 
Exhibit Number
Description of Exhibit
 
 
99.1
Press Release, dated September 12, 2016






SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
INVACARE CORPORATION
 
(Registrant)
 
 
 
Date: September 12, 2016
By:
/s/ Robert K. Gudbranson
 
Name:
Robert K. Gudbranson
 
Title:
Senior Vice President and Chief Financial Officer






Exhibit Index

Exhibit Number
Description of Exhibit
 
 
99.1
Press Release, dated September 12, 2016



EX-99.1 2 sep122016release.htm EXHIBIT 99.1 Exhibit


 
 
Exhibit 99.1
 
 
 
 
CONTACT:
Lara Mahoney
 
 
440-329-6393

INVACARE CORPORATION TO PROVIDE UPDATE ON BUSINESS TRANSFORMATION AT UPCOMING INVESTOR CONFERENCES

ELYRIA, Ohio - September 12, 2016 - Invacare Corporation (NYSE: IVC) will update investors on the transformation of its business at investor conferences in New York City this week. Since 2015, the company has been undergoing a transformative shift in strategy to increasingly focus on products and solutions for complex clinical situations. Investors will hear more about the company’s strategic direction, achievements in the first phase of change, and long-term earnings potential. The company’s presentation will be simultaneously webcast, and its updated investor presentation now is available on the company’s website at www.invacare.com/investorrelations.

“As with any transformation, the renovation of this great company requires interim changes that will be good for the long-term outcome of the business. There are certain parts of the business that currently do not contribute at a level needed for the long-term, and we are working on an orderly remixing of that business. We expect interim periods of reduced sales, as well as some variability in other key performance metrics before our investments in commercial, quality and technical areas become fully accretive. As we move forward, we want to provide shareholders with additional insights into the long-term destination and the journey to get there. Our vision is to be the best perceiver of clinical needs in the post-acute care market. With the right technical, supply chain and commercial execution, we expect our transformation to return Invacare to sustainable attractive growth and earnings performance,” said Matthew E. Monaghan, chairman, president and chief executive officer.

WEBCAST INFORMATION
On Tuesday, September 13, 2016, at 12:30 p.m., Mr. Monaghan will present at CL King’s 14th Annual Best Ideas Conference at the Omni Berkshire Place Hotel in New York. The live webcast of the presentation will be available at http://wsw.com/webcast/clk14/ivc, and it will be accessible for replay for 90 days following the conference.

On Wednesday, September 14, 2016, at 1:35 p.m., Mr. Monaghan will present at the Morgan Stanley 2016 Global Healthcare Conference at the Grand Hyatt in New York. The live webcast of the presentation will be available at
https://cc.talkpoint.com/morg007/091216a_ae/?entity=75_ESTT4X1, and it will be accessible for replay for 180 days following the conference.


ABOUT INVACARE
Invacare Corporation (NYSE: IVC), headquartered in Elyria, Ohio, is a 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 4,700 associates and markets its products in approximately 100 countries around the world. For more information about the company and its products, visit Invacare’s website at www.invacare.com.

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,” “could,” “plan,”





“intend,” “expect,” “continue,” “believe” and “anticipate,” as well as similar comments, denote forward-looking statements that are subject to inherent uncertainties 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 effects of the company’s consent decree of injunction with the U.S. Food and Drug Administration (FDA), including but not limited to, compliance costs, limitations on the production and/or distribution of the company's products, inability to bid on or win certain contracts, unabsorbed capacity utilization, including fixed costs and overhead, or limitations on the company’s ability to design new power wheelchairs at its Corporate and Taylor Street facilities; any circumstances or developments that might delay or adversely impact the FDA's acceptance of the expert’s updated report on the remediation of specified design history files, FDA's acceptance of the third, most comprehensive expert certification audit report, FDA's acceptance of the company's own written report as required by the consent decree, or FDA's inspection of the company's quality systems at the Elyria, Ohio, facilities impacted by the consent decree, including any possible failure to comply with the consent decree or FDA regulations, requirement to perform additional remediation activities or further resultant delays in receipt of the written notification to resume operations; regulatory proceedings or the company's failure to comply with regulatory requirements or receive regulatory clearance or approval for the company's products or operations in the United States or abroad; adverse effects of regulatory or governmental inspections of company facilities at any time and governmental enforcement actions; product liability or warranty claims; product recalls, including more extensive recall experience than expected; the failure or refusal of customers or healthcare professionals to sign verification of medical necessity (VMN) documentation or other certification forms required by the exceptions to the FDA consent decree; possible adverse effects of being leveraged, including interest rate or event of default risks; exchange rate fluctuations, particularly in light of the relative importance of the company's foreign operations to its overall financial performance; legal actions, including adverse judgments or settlements of litigation or claims in excess of available insurance limits; adverse changes in government and other third-party payor reimbursement levels and practices both in the U.S. and in other countries (such as, for example, more extensive pre-payment reviews and post-payment audits by payors, or the continuing roll out of the Medicare National Competitive Bidding program); impacts of the U.S. Affordable Care Act of 2010 (such as, for example, the impact on the company of the excise tax on certain medical devices, and the company's ability to successfully offset such impact); ineffective cost reduction and restructuring efforts or inability to realize anticipated cost savings or achieve desired efficiencies from such efforts; delays, disruptions or excessive costs incurred in facility closures or consolidations; tax rate fluctuations; additional tax expense or additional tax exposures could affect the company's future profitability and cash flow; inability to design, manufacture, distribute and achieve market acceptance of new products with greater functionality or lower costs or new product platforms that deliver the anticipated benefits; consolidation of health care providers; lower cost imports; uncollectible accounts receivable; difficulties in implementing/upgrading Enterprise Resource Planning systems; risk of cybersecurity attack, data breach or data loss and/or delays in or inability to recover or restore data and IT systems; risks inherent in managing and operating businesses in many different foreign jurisdictions; decreased availability or increased costs of materials which could increase the company's costs of producing or acquiring the company's products, including possible increases in commodity costs or freight costs; heightened vulnerability to a hostile takeover attempt; provisions of Ohio law or in the company's debt agreements, charter documents or other agreements that may prevent or delay a change in control, as well as the risks described from time to time in the company's reports as filed with the Securities and Exchange Commission. Except to the extent required by law, the company does not undertake and specifically declines 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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