S-8

As filed with the Securities and Exchange Commission on May 29, 2020

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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 2018 EQUITY COMPENSATION PLAN

(Full Title of the Plan)

Anthony C. LaPlaca Senior Vice President, General Counsel and Secretary 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

CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)		Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee
Common Shares, without par value	1,400,000	$	7.005	$	9,807,000	$	1,272.95
Prior Plan Shares	1,004,079	$	7.005	$	7,033,573	$	912.96
Total	2,404,079	$	7.005	$	16,840,573	$	2,185.91

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers such additional shares, without par value (“Common Shares”), of Invacare Corporation (the “Registrant”) as may be issued or become issuable under the terms of the Invacare Corporation 2018 Equity Compensation Plan (the “2018 Plan”), in order to prevent dilution resulting from any stock split, stock dividend or similar transaction.

(2) Estimated in accordance with Rule 457(c) and (h) under the Securities Act, solely for the purpose of calculating the registration fee and based upon the average of the high and low sales price of the Common Shares reported on the New York Stock Exchange on May 26, 2020, within five business days prior to filing.

(3) The Registration Statement covers 1,004,079 Common Shares that are now available for issuance under the 2018 Plan because such Common Shares were available for awards, or were forfeited or remained unpurchased or undistributed upon termination or expiration of awards, under the Invacare Corporation 2013 Equity Compensation Plan, as amended (the “2013 Plan”), or the Invacare Corporation 2003 Performance Plan, as amended (the “2003 Plan”), on May 26, 2020 (the “Prior Plan Shares”). The Prior Plan Shares were previously registered by the Registrant on Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”), and registration fees were paid for such registrations. Concurrently with the filing of this Registration Statement, the Registrant has filed a post-effective amendment to the applicable Registration Statement for the 2013 Plan deregistering 933,083 Prior Plan Shares, and post-effective amendments to the applicable Registration Statement for the 2003 Plan deregistering an aggregate of 70,996 Prior Plan Shares, all of which are being carried forward under this Registration Statement.

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STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement on Form S-8 is filed to register the offer and sale of an additional 2,404,079 of the common shares, without par value (“Common Shares”), of Invacare Corporation (the “Registrant”) available for issuance under the Invacare Corporation 2018 Equity Compensation Plan, as amended (the “2018 Plan”). Of the Common Shares registered hereunder, 1,400,000 became available for issuance under the 2018 Plan upon approval of an amendment to the 2018 Plan by the Company’s shareholders on May 21, 2020 and 1,004,079 are now available for issuance under the 2018 Plan because such Common Shares were covered by awards under the Invacare Corporation 2013 Equity Compensation Plan, as amended, or the Invacare Corporation 2003 Performance Plan, as amended, that were forfeited or remained unpurchased or undistributed upon termination or expiration of the awards.

Accordingly, pursuant to General Instruction E to Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 filed on May 22, 2018 (Commission File No. 333-225110), registering 4,026,599 Common Shares for issuance under the 2018 Plan, and the contents of the Registrant’s Registration Statement on Form S-8 filed on May 21, 2019 (Commission File No. 333-231641) are hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The following documents previously filed by the Registrant with the Commission are incorporated herein by reference:

1. The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019;

2. The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020;

3. The Registrant’s Current Reports on Form 8-K filed on March 9, 2020, March 27, 2020, May 15, 2020 and May 21, 2020;

4. The description of the Common Shares contained in the Registrant’s Registration Statement on Form 8-A, dated October 22, 1986 (Reg. No. 0-12938),as updated by the description of the Common Shares contained in Exhibit 4(g) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, and any amendments and reports filed for the purpose of updating that description;

other than the portions of such documents that, by statute or rule, by designation in such document or otherwise, are not deemed to be filed with the Commission or are not required to be incorporated herein by reference.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part hereof from the date of filing of such documents, other than the portions of such documents that by statute, by designation in such document or otherwise, are not deemed to be filed with the Commission or are not required to be incorporated herein by reference.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 8.Exhibits.

The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.    

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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Elyria, State of Ohio, on this 29th day of May, 2020.

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

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Invacare Corporation, hereby severally constitute and appoint Matthew E. Monaghan, Kathleen P. Leneghan and Anthony C. LaPlaca, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Invacare Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

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Pursuant to the requirements of the Securities Act of 1933, as amended, this 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

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INVACARE CORPORATION

EXHIBIT INDEX

Exhibit Number	Exhibit Description
4.1	Second Amended and Restated Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3(a) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008).
4.2	Amendment No. 1 to Second Amended and Restated Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 20, 2019).
4.3	Second Amended and Restated Code of Regulations of the Registrant, as last amended on February 13, 2014 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 14, 2014).
4.4	Specimen Share Certificate for Common Shares (incorporated herein by reference to Exhibit 4(a) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).
4.5	Invacare Corporation 2018 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 18, 2018).
4.6	Amendment No. 1 to the Invacare Corporation 2018 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 20, 2019).
4.7	Amendment No. 2 to the Invacare Corporation 2018 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 21, 2020).
5.1	Opinion of Calfee, Halter & Griswold LLP (filed herewith).
23.1	Consent of Ernst & Young LLP (filed herewith).
23.2	Consent of Calfee, Halter & Griswold LLP (included in Exhibit 5.1 of this Registration Statement).
24.1	Power of attorney (included on the signature pages of this Registration Statement).

E-1

EX-5.1

Exhibit 5.1

[Calfee, Halter & Griswold LLP Letterhead]

May 29, 2020

Invacare Corporation

One Invacare Way

Elyria, Ohio 44035

Re:Invacare Corporation 2018 Equity Compensation Plan (the “Plan”)

We are familiar with the proceedings taken and proposed to be taken by Invacare Corporation, an Ohio corporation (the “Company”), with respect to 2,404,079 common shares, without par value, of the Company (the “Shares”), to be offered and sold from time to time pursuant to the Plan. As counsel for the Company, we have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission in connection with the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”).

In connection therewith, we have examined such documents, records and matters of law as we have deemed necessary or advisable to render the opinion contained herein. In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the State of Ohio and the federal laws of the United States of America.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Calfee, Halter & Griswold LLP

CALFEE, HALTER & GRISWOLD LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Invacare Corporation 2018 Equity Compensation Plan of our reports dated March 9, 2020, with respect to the consolidated financial statements and schedule of Invacare Corporation and subsidiaries and the effectiveness of internal control over financial reporting of Invacare Corporation and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Cleveland, Ohio

May 29, 2020