8kfeb13
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):
February 13, 2014
INVACARE CORPORATION
(Exact name of Registrant as specified in its charter)
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Ohio | 001-15103 | 95-2680965 |
(State or other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
One Invacare Way, P.O. Box 4028, Elyria, Ohio 44036
(Address of principal executive offices, including zip code)
(440) 329-6000
(Registrant’s telephone number, including area code)
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(Former name, former address and former fiscal year, 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))
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 13, 2014, the Board of Directors of Invacare Corporation (the “Company”) adopted an amendment (the “Amendment”) to the Second Amended and Restated Code of Regulations of the Company (the “Code of Regulations”).
The sole purpose of the Amendment was to eliminate the provision of the Code of Regulations that had specified that persons receiving compensation for their services as a Director from anyone other than the Company will not qualify for service as a Director of the Company. Accordingly, pursuant to the Amendment, the following language was deleted from Article III, Section 2(c) of the Code of Regulations:
“No person shall qualify for service as a Director of the Corporation if he or she is a party to any compensatory, payment or other financial agreement, arrangement or understanding with any person or entity other than the Corporation, or has received any such compensation or other payment from any person or entity other than the Corporation, in each case in connection with candidacy or service as a Director of the Corporation; provided that agreements providing only for indemnification and/or reimbursement of out-of-pocket expenses in connection with candidacy as a Director (but not, for the avoidance of doubt, in connection with service as a Director) and any pre-existing employment agreement a candidate has with his or her employer (not entered into in contemplation of the employer’s investment in the Corporation or such employee’s candidacy as a Director), shall not be disqualifying under these Regulations.”
The Amendment was effective upon its adoption by the Board of Directors. A copy of the full text of the Code of Regulations, as amended by the Amendment, is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number | Description of Exhibit |
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3.1 | Second Amended and Restated Code of Regulations of the Company, as amended on February 13, 2014. |
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.
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| INVACARE CORPORATION |
| (Registrant) |
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Date: February 14, 2014 | By: | /s/ Anthony C. LaPlaca |
| Name: | Anthony C. LaPlaca |
| Title: | Senior Vice President, |
| | General Counsel and Secretary |
Exhibit Index
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Exhibit Number | Description of Exhibit |
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3.1 | Second Amended and Restated Code of Regulations of the Company, as amended on February 13, 2014. |