-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DwzcXonJtrcGDA64W7FgPDePeRzLRMMS/6p/wNvPGslOgtYS3lbkLOJw60N8w3L5 2FgIdUAglhWTmOHPSTnFdA== 0001209191-09-008840.txt : 20090213 0001209191-09-008840.hdr.sgml : 20090213 20090213104849 ACCESSION NUMBER: 0001209191-09-008840 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090213 DATE AS OF CHANGE: 20090213 ISSUER: 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 BUSINESS ADDRESS: STREET 1: ONE INVACARE WAY STREET 2: P O BOX 4028 CITY: ELYRIA STATE: OH ZIP: 44036 BUSINESS PHONE: 4403296000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gudbranson Robert K CENTRAL INDEX KEY: 0001370884 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15103 FILM NUMBER: 09599186 BUSINESS ADDRESS: BUSINESS PHONE: 216-481-8100 MAIL ADDRESS: STREET 1: 22801 ST. CLAIR CITY: CLEVELAND STATE: OH ZIP: 44117 5 1 doc5.xml FORM 5 SUBMISSION X0303 5 2008-12-31 0 0 0 0000742112 INVACARE CORP IVC 0001370884 Gudbranson Robert K ONE INVACARE WAY ELYRIA OH 44035 0 1 0 0 Sr. VP and CFO Common Shares 12800 D Employee Stock Option (Right to Buy) Common Shares 49800 49800 D No transaction is being reported on this line. Reported on a previously filed Form 3, Form 4, or Form 5. The reporting person holds previously reported options to buy 49,800 Common Shares (with tandem tax withholding rights) under the Invacare Corporation 2003 Performance Plan, granted in reliance upon the exemption provided by Rule 16b-3. All options were granted between April 1, 2008 and August 20, 2008, at an exercise price between $22.38 and $25.79 per share, will expire between April 1, 2018 and August 20, 2018 and became or will become exercisable between March 31, 2009 and September 30, 2012. /s/ Robert K. Gudbranson 2009-02-13 EX-24.5_273843 2 poa.txt POA DOCUMENT Know all by these presents, that the undersigned hereby constitutes and appoints each of Gerald Blouch, Anthony LaPlaca, Douglas Neary, Kristofer Spreen and Elizabeth Evans, signing singly, the undersigned's true and lawful attorney in fact, solely in connection with the undersigned's beneficial ownership of securities of Invacare Corporation, to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or stockholder of Invacare Corporation (the "Company"), Forms 3, 4, and 5 pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and Form 144, and all relevant letters of representation in connection with Rule 144 of the Securities Act of 1933; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5 or 144, and timely file any such Form or Forms with the United States Securities and Exchange Commission and any stock exchange or similar authority or transmit them to any broker, transfer agent, legal counsel or other relevant party; and (3) take any other action of any type whatsoever in connection with the foregoing (including implementation of EDGAR filings and filing capability) which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such Form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or Rule 144 of the Securities Act of 1933, or any other liabilities or obligations. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 or 144 with respect to the undersigned's beneficial holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of February 2009. __/s/ Robert K. Gudbranson___ Signature Robert K. Gudbranson -----END PRIVACY-ENHANCED MESSAGE-----