UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) January 7, 2010
INVACARE CORPORATION
(Exact name of registrant as specified in its charter)
Ohio | 1-15103 | 95-2680965 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
One Invacare Way, P.O. Box 4028, Elyria, Ohio | 44036 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (440) 329-6000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure.
The U.S. Senate and the U.S. House of Representatives each recently passed health care reform
legislation that includes a new tax on medical device manufacturers, such as Invacare Corporation
(the Company). The Senate version of health care reform would impose a yearly sales-based tax on
medical device manufacturers intended to raise $2 billion in tax revenue annually beginning in
2011, and $3 billion in annual tax revenue beginning in 2017. The tax would be not be deductible
by the manufacturer and the amount of tax payable by a manufacturer would be determined based on
market-share.
While this legislation has not yet been finalized, if the Senate version of the proposed
medical device manufacturer tax becomes law, the Company will have to begin accruing expense for
the new tax in 2010. Based on the Companys interpretation of the Senate proposal, the Company
estimates that the new tax could result in an impact to the Company of approximately $12 million to
$14 million annually.
The Company continues to actively lobby members of Congress in an effort to make the proposed
legislation less onerous on medical device manufacturers, and, until the legislation is finalized,
there can be no assurance that the tax may not be eliminated, modified or delayed. However, the
Company is evaluating all of its available options to offset the impact of the proposed tax on the
Companys financial results, including possible price increases or cost-reduction actions such as
shifting more production overseas, reducing employee benefits or research and development
expenditures. In anticipation of the proposed tax becoming law, the Company has already taken steps
to suspend Company matching contributions under its 401(k) retirement plan, suspend merit pay
increases for management employees and freeze new hiring.
In accordance with its historical practice, the Company intends to disseminate its guidance
for 2010 performance in its fourth quarter earnings release, which is scheduled to be issued on or
around February 4, 2010.
This Form 8-K contains forward-looking statements within the meaning of the Safe Harbor
provisions of the Private Securities Litigation Reform Act of 1995. Terms such as will, should,
could, plan, intend, expect, continue, forecast, believe, anticipate and seek, as
well as similar comments, are forward-looking in nature. Actual results and events may differ
significantly from those expressed or anticipated as a result of risks and uncertainties which
include, but are not limited to, the following: possible adverse effects of being substantially
leveraged, which could impact our ability to raise capital, limit our ability to react to changes
in the economy or our industry or expose us to interest rate or event of default risks; adverse
changes in government and other third-party payor reimbursement levels and practices, including any
health care reform legislation that may be enacted (such as, for example, recently proposed health
care reform legislation contemplating a tax on medical device manufacturers that, if adopted, could
have an adverse impact on the Company); consolidation of health care providers and our competitors;
loss of key health care providers; ineffective cost reduction and restructuring efforts; inability
to design, manufacture, distribute and achieve market acceptance of new products with higher
functionality and lower costs; extensive government regulation of our products; lower cost imports;
increased freight costs; failure to comply with regulatory requirements or receive regulatory
clearance or approval for our products or operations in the United States or abroad; potential
product recalls; uncollectible
accounts receivable; the uncertain impact on our providers, on our suppliers and on the demand
for our products of the recent global economic downturn and general volatility in the credit and
stock markets; difficulties in implementing an Enterprise Resource Planning system; legal actions
or regulatory proceedings and governmental investigations; product liability claims; inadequate
patents or other intellectual property protection; incorrect assumptions concerning demographic
trends that impact the market for our products; provisions of Ohio law or in our debt agreements,
our shareholder rights plan or our charter documents that may prevent or delay a change in control;
the loss of the services of our key management and personnel; decreased availability or increased
costs of raw materials which could increase our costs of producing our products; inability to
acquire strategic acquisition candidates because of limited financing alternatives; risks inherent
in managing and operating businesses in many different foreign jurisdictions; increased security
concerns and potential business interruption risks associated with political and/or social unrest
in foreign countries where the companys facilities or assets are located; exchange rate and tax
rate fluctuations, as well as the risks described from time to time in Invacares reports as filed
with the Securities and Exchange Commission. Except to the extent required by law, we do not
undertake and specifically decline any obligation to review or update any forward-looking
statements or to publicly announce the results of any revisions to any of such statements to
reflect future events or developments or otherwise.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Invacare Corporation | ||||
(Registrant) | ||||
Date: January 7, 2010 |
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/s/ Anthony C. LaPlaca
|
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Senior Vice President and General Counsel |