3,000,000 Shares of Common Stock VIASYS HEALTHCARE INC. UNDERWRITING AGREEMENT As of June 17, 2003Underwriting Agreement • June 19th, 2003 • Viasys Healthcare Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
VIASYS Healthcare Inc., a corporation organized and existing under the laws of Delaware (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 3,000,000 shares (the "Firm Shares") of its common stock, par value $0.01 per share (the "Common Stock") and, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 450,000 shares (the "Additional Shares") of Common Stock. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the "Shares". The Shares are more fully described in the Registration Statement and Prospectus referred to below. Bear, Stearns & Co. Inc. ("Bear Stearns") and J.P. Morgan Securities Inc. ("JPMorgan") are acting as co-lead managers (the "Lead Managers") in connection with the offering and sale of the Shar
