S-8

As filed with the Securities and Exchange Commission on August 6, 2009

 Registration No. 333-­

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S–8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INVACARE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Ohio (State or Other Jurisdiction of  Incorporation or Organization)   95-2680965    (I.R.S. Employer Identification No.)

One Invacare Way

Elyria, Ohio 44035

(Address of Principal Executive Offices, including Zip Code)

INVACARE CORPORATION 2003 PERFORMANCE PLAN

(Full Title of the Plan)

  Anthony C. LaPlaca Senior Vice President and General Counsel Invacare Corporation One Invacare Way Elyria, Ohio 44035 (440) 329-6000   (Name, address and telephone number, including area code, of agent for service)   Copy to: Douglas A. Neary, Esq. Calfee, Halter & Griswold LLP 1400 KeyBank Center 800 Superior Avenue Cleveland, Ohio  44114 (216) 622-8200

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of  “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large Accelerated Filer                                                   R                      Accelerated Filer                                                      £

Non-accelerated Filer                                                      £                      Smaller Reporting Company                                   £

CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered	Amount to be Registered (2)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Shares, without par value (1)	3,000,000	$20.13 (3)	$60,390,000 (3)	$3,369.76

(1)   One preferred share purchase right (a “Right”) will also be issued with respect to each common share, without par value, of the registrant (the “Common Shares”).  The terms of the Rights are described in the registrant’s Registration Statement on Form 8-A, dated July 8, 2005, as the same may be amended or supplemented from time to time.

(2)   Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers such additional Common Shares as may be issued or become issuable under the terms of the Invacare Corporation 2003 Performance Plan (the “Plan”), in order to prevent dilution resulting from any stock split, stock dividend or similar transaction.

(3) Estimated in accordance with Rule 457(c) and (h) under the Securities Act, solely for the purpose of calculating the registration fee and based upon the average of the high and low sales price of the Common Shares reported on the  New York Stock Exchange on August 5, 2009. 

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement on Form S-8 is filed to register the offer and sale of an additional 3,000,000 shares of the registrant’s common shares, without par value (the “Common Shares”), to be issued under the Invacare Corporation 2003 Performance Plan, as amended (the “Plan”).  Accordingly, pursuant to General Instruction E to Form S-8, the contents of the registrant’s Registration Statement on Form S-8 filed on October 17, 2003 (Commission File No. 333-109794) registering 2,000,000 Common Shares for issuance under the Plan and the registrant’s Registration Statement on Form S-8 filed on August 8, 2006 (Commission File No. 333-136391) registering an additional 1,800,000 Common Shares for issuance under the Plan, are hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.                 Incorporation of Documents by Reference.

The following documents previously filed by the registrant with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

1.   The registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008;

2.   The registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009;

3.   The registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009;

4.   The registrant’s Current Reports on Form 8-K filed on January 7, 2009 (under Items 5.02 and 9.01), January 23, 2009, February 19, 2009 and May 28, 2009;

5.   The description of the Common Shares contained in the registrant’s Registration Statement on Form 8-A, dated October 22, 1986 (Reg. No. 0-12938) and any amendments and reports filed for the purpose of updating that description; and

6.   The description of the Rights contained in the registrant’s Registration Statement on Form 8-A, dated July 8, 2005, and any amendments or reports filed for the purpose of updating that description;

other than the portions of such documents that, by statute or rule, by designation in such document or otherwise, are not deemed to be filed with the Commission or are not required to be incorporated herein by reference.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part hereof from the date of filing of such documents, other than the portions of such documents that by statute, by designation in such document or otherwise, are not deemed to be filed with the Commission or are not required to be incorporated herein by reference.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.                 Exhibits.

The exhibits listed on the accompanying Exhibit Index are incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Elyria, State of Ohio, on this 6th day of August, 2009.

INVACARE CORPORATION
By:	/s/ A. Malachi Mixon, III
	A. Malachi Mixon, III
	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Invacare Corporation, hereby severally constitute and appoint A. Malachi Mixon III, Gerald B. Blouch, Robert K. Gudbranson and Anthony C. LaPlaca, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Invacare Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated as of August 6, 2009.

Signature	Title
/s/ A. Malachi Mixon, III	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
A. Malachi Mixon, III
/s/ Gerald B. Blouch	President, Chief Operating Officer and Director
Gerald B. Blouch
/s/ Robert K. Gudbranson	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
Robert K. Gudbranson

/s/ James C. Boland	Director
James C. Boland
/s/ Michael F. Delaney	Director
Michael F. Delaney
/s/ C. Martin Harris, M.D.	Director
C. Martin Harris, M.D.

/s/ Bernadine P. Healy, M.D.	Director
Bernadine P. Healy, M.D.
/s/ John R. Kasich	Director
John R. Kasich
/s/ Dale C. LaPorte	Director
Dale C. LaPorte

/s/ Dan T. Moore, III	Director
Dan T. Moore, III
/s/ Joseph B. Richey, II	Director
Joseph B. Richey, II
/s/ William M. Weber	Director
William M. Weber

INVACARE CORPORATION

EXHIBIT INDEX

Exhibit Number Exhibit Description

4.1 Second Amended and Restated Articles of Incorporation of the registrant. (1)

4.2 Code of Regulations of the Company, as last amended on May 21, 2009. (2)

4.3 Specimen Share Certificate for Common Shares. (3)

4.4 Rights Agreement between the Company and National City Bank, dated as of July 8, 2005. (4)

4.5 Invacare Corporation 2003 Performance Plan, as amended. (5)

5.1 Opinion of Calfee, Halter & Griswold LLP. (x)

23.1 Consent of Ernst & Young LLP. (x)

23.2 Consent of Calfee, Halter & Griswold LLP (included in Exhibit 5.1 of this Registration Statement).

24.1 Power of attorney (included on the signature pages of this Registration Statement).

__________________

(1) Incorporated herein by reference to Exhibit 3(a) to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

(2) Incorporated herein by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009.

(3) Incorporated herein by reference to Exhibit 4(a) to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005.

(4) Incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K, dated July 8, 2005.

(5) Incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K, dated May 28, 2009.

(x) Filed herewith.

EX-5.1

 Exhibit 5.1

[Calfee, Halter & Griswold LLP Letterhead]

August 6, 2009

Invacare Corporation

One Invacare Way

Elyria, Ohio  44035

Re:           Invacare Corporation 2003 Performance Plan (the “Plan”)

We are familiar with the proceedings taken and proposed to be taken by Invacare Corporation, an Ohio corporation (the “Company”), with respect to 3,000,000 common shares, without par value, of the Company (the “Shares”), to be offered and sold from time to time pursuant to the Plan.  As counsel for the Company, we have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission to effect the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”).

In this connection, we have examined such documents, records and matters of law as we have deemed necessary or advisable for purposes of the opinions expressed herein.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of The State of Ohio and the federal laws of the United States of America.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.  In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 Very truly yours,

/s/ Calfee, Halter & Griswold LLP

 CALFEE, HALTER & GRISWOLD LLP

EX-23.1

 Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Invacare Corporation 2003 Performance Plan for the registration of 3,000,000 common shares of our reports dated February 26, 2009 with respect to the consolidated financial statements and schedule of Invacare Corporation and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2008 and the effectiveness of internal control over financial reporting of Invacare Corporation, filed with the Securities and Exchange Commission.

	/s/ ERNST & YOUNG LLP
Cleveland, Ohio
August 6, 2009