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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INVACARE CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 95-2680965
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
One Invacare Way, P.O. Box 4028, Elyria, Ohio 44036
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of
pursuant to Section 12(b)of the Exchange Act securities pursuant to Section
and is effective pursuant to General 12(g)of the exchange Act and
Instruction A. (c), please check the is effective pursuant to
following box. X General Instruction A.(d),
please check the following
box. ___
Securities Act registration statement file number to which this
form relates: ________________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
Rights to Purchase New York Stock Exchange
Common Shares of Invacare
Corporation, without par value
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On July 7, 1995, the Directors of Invacare Corporation (the "Company")
declared a dividend distribution of one Right for each outstanding Common Share,
without par value (the "Common Shares"), and each outstanding Class B Common
Share, without par value (the "Class B Common Shares"), of the Company. The
distribution was payable on July 18, 1995 to the shareholders of record on July
18, 1995. Each Right entitles the registered holder to purchase from the Company
one-tenth of one Common Share at a price of $16 per one-tenth share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement, dated as of July 7, 1995 (the
"Rights Agreement"), between the Company and National City Bank, as Rights Agent
(the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 30% or more of the outstanding voting power of the Company or (ii)
10 days (or such later date as may be determined by action of the Board of
Directors prior to such time as any person becomes an Acquiring Person)
following the commencement of a tender offer or exchange offer for 30% or more
of the outstanding voting power of the Company (the earlier of such dates being
called the "Distribution Date"), the Rights will be evidenced, with respect to
any of the Common Share or Class B Common Share certificates outstanding as of
July 18, 1995, by such Common Share or Class B Common Share certificate and,
with respect to Common Shares or Class B Common Shares thereafter issued (prior
to the Expiration or Final Expiration Date) by the certificates for such Common
Shares or Class B Common Shares. The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only with the Common
Shares and Class B Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share or Class B Common
Share certificates issued after July 18, 1995 upon a transfer or new issuance of
the Common Shares or Class B Common Shares will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of any
certificates for Common Shares or Class B Common Shares outstanding as of July
18, 1995 or thereafter issued prior to the Distribution Date, will also
constitute the transfer of the Rights associated with the Common Shares or Class
B Common Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Common Shares
or Class B Common Shares as of the close of business on the Distribution Date
and such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on July 7, 2005, unless earlier redeemed by the Company as described
below.
The Purchase Price payable, and the number of Common Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Shares or Class B Common Shares, (ii) upon the grant to holders of the Common
Shares or Class B Common Shares of certain rights or warrants to subscribe for
Common Shares or convertible securities at less than the current market price of
the Common Shares, or (iii) upon the distribution to holders of the Common
Shares or Class B Common Shares of evidences of indebtedness or assets
(excluding regular quarterly cash dividends on Common Shares or Class B Common
Shares and excluding dividends paid in Common Shares or Class B Common Shares)
or of subscription rights or warrants (other than those referred to above).
In the event that the Company is acquired by an Acquiring Person in a
merger or other business combination transaction or 50% or more of its assets or
earning power are sold to an Acquiring Person, proper provision shall be made so
that each holder of a Right, other than Rights that are or were beneficially
owned by the Acquiring Person after the date upon which the Acquiring Person
became such (which will thereafter be void), shall thereafter have the right to
receive, upon the exercise thereof at the then current exercise price of the
Right, that number of shares of common stock (or, under certain circumstances,
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an economically equivalent security or securities) of the surviving, resulting
or acquiring person that at the time of such transaction would have a market
value of two times the exercise price of the Right. In the event that an
Acquiring Person merges into the Company and the Common Shares are not changed
or exchanged, or in the event that an Acquiring Person engages in one of a
number of self-dealing transactions specified in the Rights Agreement, proper
provision shall be made so that each holder of a Right, other than Rights that
are or were beneficially owned by the Acquiring Person after the date upon which
the Acquiring Person became such (which will thereafter be void), will
thereafter have the right to receive upon exercise thereof at the then current
exercise price of the Right, that number of Common Shares having a market value
of two times the exercise price of the Right.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares will be issued and in lieu thereof, an
adjustment in cash will be made based on the market price of the Common Shares
on the last trading date prior to the date of exercise.
At any time prior to such time as any person becomes an Acquiring
Person, the Company may redeem the Rights in whole, but not in part, at a price
of $0.01 per Right, subject to adjustment (the "Redemption Price"). Immediately
upon the action of the Board of Directors of the Company electing to redeem the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price. The Company shall
give notice of such redemption to the holders of the then outstanding Rights by
mailing such notice to all holders at their last addresses as they appear on the
Registry Books of the Rights Agent.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
As of June 16, 1999 there were 28,622,060 Common Shares and 1,432,599
Class B Common Shares outstanding. The Company will reserve for issuance upon
exercise of the Rights one-tenth of the aggregate number of Common Shares and
Class B Common Shares that are issued and reserved for issuance at any time.
The form of Rights Agreement specifying the terms of the Rights, which
includes as Exhibit A the form of Right Certificate are incorporated herein by
reference. The foregoing description of the Rights is qualified by reference to
the Rights Agreement, including Exhibit A thereto.
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Item 2. Exhibits.
Exhibit No. Description
1. Rights Agreement between Invacare Corporation and Rights Agent, dated
as of July 7, 1995 (1)
2. Form of Right Certificate (Exhibit A to the Rights Agreement) (1)
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(1) Incorporated herein by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A, filed on July 25, 1995
(SEC File No. 001-11521).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
INVACARE CORPORATION
Date: June 17, 1999 By: / S / Thomas R. Miklich
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Thomas R. Miklich,
Chief Financial Officer,
General Counsel, Treasurer
and Corporate Secretary
