0000742112-20-000065.txt : 20200529 0000742112-20-000065.hdr.sgml : 20200529 20200529161128 ACCESSION NUMBER: 0000742112-20-000065 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200529 DATE AS OF CHANGE: 20200529 EFFECTIVENESS DATE: 20200529 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: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-136391 FILM NUMBER: 20927825 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 S-8 POS 1 s8amendii2003planmay2020.htm S-8 POS Document


As filed with the Securities and Exchange Commission on May 29, 2020
Registration No. 333-136391

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
 
 
 
 
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


INVACARE CORPORATION
(Exact name of Registrant as specified in its charter)

Ohio
 
95-2680965
(State or other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification Number)
 
One Invacare Way Elyria, Ohio 44035
 
 
(Address of Principal Executive Offices, including Zip Code)
 
 
 
 
 
 
 
 
INVACARE CORPORATION 2003 PERFORMANCE PLAN
(Full Title of the Plan)
 
 
 
 
 
 
 
Anthony C. LaPlaca
Senior Vice President and General Counsel
Invacare Corporation
One Invacare Way
Elyria, Ohio 44035
(440) 329-6000

(Name, address and telephone number, including area code,
of agent for service)
Copy to:
Douglas A. Neary
Kristofer K. Spreen
Calfee, Halter & Griswold LLP
The Calfee Building
1405 East Sixth Street
Cleveland, Ohio 44114-1607
(216) 622-8200
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “small reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check One):    
Large accelerated filer
o
 
Accelerated filer
þ
Non-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
o
 
 
 
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the
Securities Act.
o
 
 
 
 
 
 
 
 
 
 
 
 





EXPLANATORY NOTE

This Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (“Post-Effective Amendment”) is filed in order to deregister certain common shares, without par value (“Common Shares”), issuable under the Invacare Corporation 2003 Performance Plan, as amended (the “2003 Plan”), which Common Shares were registered under a Registration Statement on Form S-8 (File No. 333-136391) filed by Invacare Corporation (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) and effective on August 8, 2006 (the “Prior Registration Statement”).

At the Annual Meeting of Shareholders of the Registrant held on May 21, 2020, the Registrant’s shareholders approved an amendment to the Invacare Corporation 2018 Equity Compensation Plan (the “2018 Plan”), which provides, among other things, for the authorization of 1,400,000 additional Common Shares available for awards under the 2018 Plan. The 2018 Plan also provides that any Common Shares covered by an award under the Company’s 2013 Equity Compensation Plan, as amended, or the 2003 Plan that are forfeited or remain unpurchased or undistributed upon termination or expiration of the award, shall become available for issuance or transfer under the 2018 Plan. As of May 26, 2020, there were 70,996 Common Shares that were forfeited or remained unpurchased or undistributed upon termination or expiration of awards under the 2003 Plan, that are now available for issuance under the 2018 Plan, all of which Common Shares were registered under the Prior Registration Statement (such shares, the “Carried Forward Shares”).

The Registrant is concurrently filing a separate Registration Statement on Form S-8 to register for issuance under the 2018 Plan (1) the Carried Forward Shares and (2) 1,400,000 additional Common Shares. This Post-Effective Amendment is hereby filed to reflect that, following the date hereof, the Carried Forward Shares may not be issued under the 2003 Plan, and to deregister 70,996 Carried Forward Shares under the Prior Registration Statement.






SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Elyria, State of Ohio, on this 29nd day of May, 2020.

 
 
INVACARE CORPORATION
 
 
 
 
 
 
By:
/s/ Kathleen P. Leneghan
 
 
 
Kathleen P. Leneghan
 
 
 
Senior Vice President and Chief Financial Officer








































Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to Form S-8 Registration Statement has been signed below by the following persons in the capacities indicated as of May 29, 2020.
 
 
 
Signature
  
Title
 
 
/s/ Matthew E. Monaghan
  
Chairman, President and Chief Executive Officer (Principal Executive Officer)
Matthew E. Monaghan
 
 
 
 
/s/ Kathleen P. Leneghan
 
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
Kathleen P. Leneghan
 
 
 
 
/s/ Susan H. Alexander
  
Director
Susan H. Alexander
 
 
 
 
/s/ Julie A. Beck
  
Director
Julie A. Beck
 
 
 
 
 
/s/ Petra Danielsohn-Weil, PhD
 
Director
Petra Danielsohn-Weil, PhD
 
 
 
 
 
/s/ Diana S. Ferguson
  
Director
Diana S. Ferguson
 
 
 
 
 
/s/ Marc M. Gibeley
  
Director
Marc M. Gibeley
 
 
 
 
/s/ C. Martin Harris, M.D.
  
Director
C. Martin Harris, M.D.
 
 
 
 
/s/ Clifford D. Nastas
  
Director
Clifford D. Nastas
 
 
 
/s/ Baiju R. Shah
 
Director
Baiju R. Shah