ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Ohio | 95-2680965 |
(State or other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Title of each class | Name of exchange on which registered |
Common Shares, without par value Rights to Purchase Preferred Shares, without par value | New York Stock Exchange New York Stock Exchange |
Large accelerated filer ý | Accelerated filer ¨ |
Non-accelerated filer ¨ | Smaller reporting company ¨ |
INVACARE CORPORATION | ||
By: | /s/ GERALD B. BLOUCH | |
Gerald B. Blouch | ||
President and Chief Executive Officer |
Official Exhibit No. | Description | Sequential Page No. | |
3(a) | Second Amended and Restated Articles of Incorporation | (K) | |
3(b) | Code of Regulations, as amended on May 21, 2009 | (M) | |
3(c) | Amendment to Code of Regulations, adopted May 20, 2010 | (R) | |
4(a) | Specimen Share Certificate for Common Shares | (F) | |
4(b) | Specimen Share Certificate for Class B Common Shares | (F) | |
4(c) | Rights agreement between Invacare Corporation and National City Bank (as predecessor in interest to Wells Fargo Bank, N.A.) dated as of July 8, 2005 | (E) | |
4(d) | Indenture, dated as of February 12, 2007, by and among Invacare Corporation, the Guarantors named therein and Wells Fargo Bank, N.A., as trustee (including the Form of 4.125% Convertible Senior Subordinated Debenture due 2027 and related Guarantee attached as Exhibit A) | (H) | |
4(f) | Amendment No. 1 to Rights agreement between Invacare Corporation and Wells Fargo Bank, N.A. dated as of October 28, 2009 | (N) | |
10(a) | Invacare Corporation 1994 Performance Plan approved January 28, 1994 | (D)* | |
10(b) | Amendment No. 1 to the Invacare Corporation 1994 Performance Plan approved May 28, 1998 | (D)* | |
10(c) | Amendment No. 2 to the Invacare Corporation 1994 Performance Plan approved May 24, 2000 | (A)* | |
10(d) | Amendment No. 3 to the Invacare Corporation 1994 Performance Plan approved March 13, 2003 | (B)* | |
10(e) | Invacare Retirement Savings Plan, effective January 1, 2001, as amended | (I)* | |
10(f) | Agreement entered into by and between the company and its Chief Financial Officer | (C)* | |
10(g) | Invacare Corporation 401(K) Plus Benefit Equalization Plan, effective January 1, 2003, as amended and restated | (I)* | |
10(h) | Invacare Corporation Amended and Restated 2003 Performance Plan | (L)* | |
10(i) | Form of Change of Control Agreement entered into by and between the company and certain of its executive officers and schedule of all such agreements with current executive officers | (S)* | |
10(j)** | Form of Indemnity Agreement entered into by and between the company and its directors and certain of its executive officers and schedule of all such agreements with directors and executive officers | * | |
10(k) | Invacare Corporation Deferred Compensation Plus Plan, effective January 1, 2005, as amended August 19, 2009 and on November 23, 2010 | (S)* | |
10(l) | Invacare Corporation Death Benefit Only Plan, effective January 1, 2005, as amended | (I)* | |
10(m) | Supplemental Executive Retirement Plan, as amended and restated effective February 1, 2000 | (D)* | |
10(n) | Form of Director Stock Option Award under Invacare Corporation 1994 Performance Plan | (D)* | |
10(o) | Form of Director Stock Option Award under Invacare Corporation 2003 Performance Plan | (I)* | |
10(p) | Form of Director Deferred Option Award under Invacare Corporation 2003 Performance Plan | (S)* | |
10(q)** | Form of Restricted Stock Option Award under Invacare Corporation 2003 Performance Plan | ||
10(r) | Form of Stock Option Award under Invacare Corporation 2003 Performance Plan | (I)* | |
10(s) | Form of Executive Stock Option Award under Invacare Corporation 2003 Performance Plan | (I)* |
Official Exhibit No. | Description | Sequential Page No. | |
10(t) | Form of Switzerland Stock Option Award under Invacare Corporation 2003 Performance Plan | (I)* | |
10(u) | Form of Switzerland Executive Stock Option Award under Invacare Corporation 2003 Performance Plan | (I)* | |
10(v)** | Director Compensation Schedule | * | |
10(w) | Invacare Corporation Executive Incentive Bonus Plan, as amended March 9, 2010 | (P)* | |
10(x) | Purchase Agreement by and among Invacare Corporation, the Subsidiary Guarantors named therein, and the Initial Purchasers named therein dated as of February 5, 2007 | (G) | |
10(y) | Form of Rule 10b5-1 Sales Plan entered into between the company and certain of its executive officers and other employees and a schedule of all such agreements with executive officers and other employees | (S) | |
10(z) | A. Malachi Mixon, III Retirement Benefit Agreement | (I)* | |
10(aa) | Cash Balance Supplemental Executive Retirement Plan, as amended and restated, effective December 31, 2008 | (J)* | |
10(ab) | Form of Participation Agreement, for current participants in the Cash Balance Supplemental Executive Retirement Plan, as of December 31, 2008, entered into by and between the company and certain participants and a schedule of all such agreements with participants | (J)* | |
10(ac) | Amended and Restated Severance Protection Agreement, between the company and Gerald B. Blouch, effective December 31, 2008 | (J)* | |
10(ad) | Amendment No. 1 to the Cash Balance Supplemental Executive Retirement Plan, effective August 19, 2009 | (O)* | |
10(ae) | $400,000,000 Revolving Credit Facility Credit Agreement by and among Invacare Corporation, the other borrowers, guarantors and lenders thereto; PNC Bank, National Association, as Administrative Agent; Keybank National Association and Bank of America, N.A. as Co-Syndication Agents; and RBS Citizens, N.A. as Documentation Agent. | (Q) | |
10(af) | Amendment No. 1 to the $400,000,000 Revolving Credit Facility Credit Agreement by and among Invacare Corporation, the other borrowers, guarantors and lenders thereto; PNC Bank, National Association, as Administrative Agent; Keybank National Association and Bank of America, N.A. as Co-Syndication Agents; and RBS Citizens, N.A. as Documentation Agent. | (T) | |
10(ag)** | Amendment No. 2 to the $400,000,000 Revolving Credit Facility Credit Agreement by and among Invacare Corporation, the other borrowers, guarantors and lenders thereto; PNC Bank, National Association, as Administrative Agent; Keybank National Association and Bank of America, N.A. as Co-Syndication Agents; and RBS Citizens, N.A. as Documentation Agent. | ||
10(ah)** | 2012 Non-employee Directors Deferred Compensation Plan, effective January 1, 2012 | * | |
10(ai)** | Amendment No. 3 to Invacare Corporation Deferred Compensation Plus Plan, effective January 1, 2005 | * | |
21** | Subsidiaries of the company | ||
23** | Consent of Independent Registered Public Accounting Firm | ||
31.1** | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
31.2** | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
32.1** | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
32.2** | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
101.INS*** | XBRL instance document | ||
101.SCH*** | XBRL taxonomy extension schema | ||
101.CAL*** | XBRL taxonomy extension calculation linkbase | ||
101.DEF*** | XBRL taxonomy extension definition linkbase |
Official Exhibit No. | Description | Sequential Page No. | |
101.LAB*** | XBRL taxonomy extension label linkbase | ||
101.PRE*** | XBRL taxonomy extension presentation linkbase |
* | Management contract, compensatory plan or arrangement |
** | Filed with Original Form 10-K |
(A) | Reference is made to Exhibit 4.7 of the company's registration statement on Form S-8, filed March 30, 2001, which Exhibit is incorporated herein by reference. |
(B) | Reference is made to Exhibit 10(z) of the company report on Form 10-Q for the quarter ended March 31, 2003, which Exhibit is incorporated herein by reference. |
(C) | Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated March 6, 2008, which Exhibit is incorporated herein by reference. |
(D) | Reference is made to the appropriate Exhibit of the company report on Form 10-K for the fiscal year ended December 31, 2004, which Exhibit is incorporated herein by reference. |
(E) | Reference is made to Exhibit 4.1 of the company report on Form 8-K, dated July 8, 2005, which Exhibit is incorporated herein by reference. |
(F) | Reference is made to the appropriate Exhibit of the company report on Form 10-K for the fiscal year ended December 31, 2005, which Exhibit is incorporated herein by reference. |
(G) | Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated February 5, 2007, which Exhibit is incorporated herein by reference. |
(H) | Reference is made to Exhibit 4.1 of the company report on Form 8-K, dated February 12, 2007, which Exhibit is incorporated herein by reference. |
(I) | Reference is made to the appropriate Exhibit of the company report on Form 10-K for the fiscal year ended December 31, 2007, which Exhibit is incorporated herein by reference. |
(J) | Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated December 31, 2008, which Exhibit is incorporated herein by reference. |
(K) | Reference is made to Exhibit 3(a) of the company report on Form 10-K for the fiscal year ended December 31, 2008, which Exhibit is incorporated herein by reference. |
(L) | Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated May 21, 2009, which Exhibit is incorporated herein by reference. |
(M) | Reference is made to Exhibit 3.1 of the company report on Form 10-Q, dated June 30, 2009, which Exhibit is incorporated herein by reference. |
(N) | Reference is made to Exhibit 2.3 of the company report on Form 8-A, dated October 30, 2009, which Exhibit is incorporated herein by reference. |
(O) | Reference is made to the Exhibit 10.2 of the company report on Form 10-Q, dated September 30, 2009, which Exhibit is incorporated herein by reference. |
(P) | Reference is made to Appendix B of the company Definitive Proxy Statement on Schedule 14A, dated April 7, 2010, which is incorporated herein by reference. |
(Q) | Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated October 28, 2010, which Exhibit is incorporated herein by reference. |
(R) | Reference is made to Appendix A to the company’s Definitive Proxy Statement on Schedule 14A dated April 7, 2010, which is incorporated herein by reference. |
(S) | Reference is made to the appropriate Exhibit of the company report on Form 10-K for the fiscal year ended December 31, 2010, which Exhibit is incorporated herein by reference. |
(T) | Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated April 5, 2011, which Exhibit is incorporated herein by reference. |