cfo8k.htm
UNITED STATES
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
Date of
Report (Date of earliest event reported) March 6, 2008
|
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)
|
Registrant’s
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):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On March
6, 2008, Invacare Corporation (“Invacare”) announced the appointment of Robert
K. Gudbranson as its chief financial officer, effective as of April 1,
2008. Gerald Blouch, Invacare’s president and chief operating
officer, will continue as acting chief financial officer until the effective
date of Mr. Gudbranson’s appointment.
Mr.
Gudbranson, age 44, is joining Invacare from Lincoln Electric Holdings, Inc.
(NASDAQ: LECO), a $2.0 billion global manufacturer of welding, brazing and
soldering products located in Cleveland, Ohio, where he has served as vice
president of strategic planning and acquisitions since October
2005. Prior to joining Lincoln Electric, Mr. Gudbranson served as
director of business development and investor relations at Invacare from June
2002 to October 2005. Prior to that, Mr. Gudbranson served as
Invacare’s assistant treasurer and European finance director. Mr.
Gudbranson began his career in finance at JP Morgan, progressing through
positions of increased responsibility in corporate financial management and
banking. Mr. Gudbranson holds a bachelor of arts degree in applied
mathematics from Yale University and a master of arts in politics and economics
from Oxford University.
Invacare
and Mr. Gudbranson have entered into a letter agreement with respect to his
employment dated February 20, 2008, which is effective upon the commencement of
his employment by Invacare. Under the agreement, Mr. Gudbranson’s
annual base salary will be $325,000 per year and his target bonus will be 75% of
his annual salary. Invacare has guaranteed payment of the full amount
of Mr. Gudbranson’s target bonus for 2008, to be payable in early 2009 in
accordance with terms of Invacare’s executive incentive bonus
plan. The agreement provides that, upon commencement of his
employment, Mr. Gudbranson will be eligible to be granted 2,500 shares of
restricted stock and a stock option to purchase 27,500 common shares of
Invacare, each to vest at a rate of 25% per year. Mr. Gudbranson also
will be eligible to participate in the employee benefit plans, programs and
policies maintained by Invacare for similarly situated executive officers,
including Invacare’s Supplemental Executive Retirement Plan, under which Mr.
Gudbranson will receive a service credit of five years toward the fifteen year
service requirement for vesting of normal retirement benefits. Under
the agreement, if Mr. Gudbranson’s employment is terminated by Invacare for any
reason other than cause (as defined in the agreement), he will be entitled to
continuation of his salary for a period of one year, a pro rata portion of his
target bonus amount as of the termination date and continuation of health
insurance benefits for up to one year. The agreement also
contemplates that Mr. Gudbranson will enter into a change in control agreement
with Invacare in the form and on substantially the same the terms and conditions
as the change in control agreements entered into between Invacare and its other
executive officers. The foregoing summary of the principal terms of
the letter agreement is qualified in its entirety by reference to the terms and
conditions of the letter agreement, a copy of which is included as Exhibit 10.1
to this Form 8-K and is incorporated into this Item 5.02 by
reference.
There are
no arrangements or understandings between Mr. Gudbranson and any other person
pursuant to which Mr. Gudbranson was appointed chief financial officer nor is
there a family relationship between any director or executive officer and Mr.
Gudbranson. Mr. Gudbranson has not entered into any related party
transactions with Invacare that are required to be disclosed pursuant to Item
404(a) of Regulation S-K.
On March
6, 2008, Invacare issued a press release announcing the appointment of Mr.
Gudbranson. A copy of the press release is furnished herewith as
Exhibit 99.1 to this Form 8-K.
|
Item
7.01.
|
Regulation
FD Disclosure.
|
On March 6, 2008, Invacare issued a
press release in which it reaffirmed its publicly disclosed adjusted earnings
per share and organic growth guidance for the fiscal year 2008. A
copy of the press release is furnished herewith as Exhibit 99.1 to this Form 8-K
and is incorporated by reference into this Item 7.01.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
(c) Exhibits.
|
Exhibit
number
|
Description
|
|
10.1
|
Letter
agreement between Invacare Corporation and Robert Gudbranson, dated
February 20, 2008.
|
|
99.1
|
Press
Release of Invacare Corporation, dated March 6,
2008.
|
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: March 10, 2008
|
|
|
|
/s/ Dale C. LaPorte
|
|
|
Dale
C. LaPorte
Senior
Vice President - Business Development
and
General Counsel
|
|
|
|
|
|
|
|
|
|
Exhibit
Index
|
Exhibit number
|
Description
|
|
10.1
|
Letter
agreement between Invacare Corporation and Robert Gudbranson, dated
February 20, 2008.
|
|
99.1
|
Press
Release of Invacare Corporation, dated March 6,
2008.
|