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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A(AMENDMENT NO. 2)

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

|(Mark One) |                                                                                                                                                                            
|---------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ý          | Annual Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 for the fiscal year ended December 28, 2002                                       
|o          | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period
from                        to                
        .

Commission file number 001-16121

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VIASYS HEALTHCARE INC.(Exact Name of Registrant as Specified in Its Charter)

|Delaware                                                       |  | 04-3505871                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification No.)
|                                                               |  |                                     
|227 Washington Street, Suite 200
Conshohocken, Pennsylvania    |  | 19428                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

Registrant's
telephone number, including area code:(610) 862-0800

Securities
registered pursuant to Section 12(b) of the Act:

|Title of Each Class                           |  | Name of Each Exchange on Which Registered
|--------------------------------------------- |  | -----------------------------------------
|Common Stock, $.01 par value                  |  | New York Stock Exchange                  
|Series A Junior Participating Preferred Stock |  | New York Stock Exchange                  
|Purchase Rights                               |  |                                          

Securities registered pursuant to Section 12(g) of the Act:

None

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at
least the past 90 days. Yes ý No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the
registrant's knowledge, in definitive proxy or information statements incorporated by reference into Part III of this Form 10-K or any amendment to this
Form 10-K. o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý No
o

The
aggregate market value of the voting stock held by non-affiliates of the registrant as of June 28, 2002, was approximately $454,110,000 based upon the New York
Stock Exchange Composite Tape of $17.45 per common share.

As
of June 16, 2003, the registrant had 26,394,841 shares of Common Stock outstanding.

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Explanatory Note:

This
Amendment No. 2 to the Annual Report on Form 10-K for the fiscal year ended December 28, 2002 (the "Annual Report") of VIASYS Healthcare Inc.
is being filed solely to file as exhibits to the Annual Report the Employment Agreement and Executive Retention Agreement between the Company and Stephen P. Connelly. This Amendment No. 2
amends and restates in its entirety Item 15(c) to the Annual Report.

PART IV

Item 15. Exhibits, Financal Statement Schedules, and Reports on Form 8-K



|Exhibit
Number |  | Description of Exhibit                                                                                                                                                                                                        
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2*           |  | Amended and Restated Certificate of Incorporation of the Company.                                                                                                                                                             
|3.3*           |  | Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company.                                                                                                                                 
|3.5*           |  | Amended and Restated By-laws of the Company.                                                                                                                                                                                  
|10.1*          |  | Plan and Agreement of Distribution between Thermo Electron Corporation and the Company.                                                                                                                                       
|10.2*          |  | Tax Matters Agreement between Thermo Electron Corporation and the Registrant.                                                                                                                                                 
|10.3*          |  | Transition Services Agreement between Thermo Electron Corporation and the Company.                                                                                                                                            
|10.4*          |  | Rights Agreement between the Rights Agent and the Company.                                                                                                                                                                    
|10.5*          |  | Indemnification Agreement between the Company and its directors and officers.                                                                                                                                                 
|10.6*          |  | Equity Incentive Plan of the Company (maximum number of shares issuable in the aggregate under this plan is 4,680,000 shares, after adjustment to reflect the one-for-1.5384615 reverse stock split effected in
October 2001).
|10.7*          |  | Deferred Compensation Plan for Directors of the Company.                                                                                                                                                                      
|10.8**        |  | Amended and Restated Employment Agreement dated as of November 19, 2002 by and among the Company, Randy H. Thurman and Thermo Electron Corporation.                                                                           
|10.9*         |  | Letter Agreement dated as of September 24, 2001 by and among the Company, Randy H. Thurman and Thermo Electron Corporation.                                                                                                   
|10.10**       |  | Amended and Restated Executive Retention Agreement dated as of November 19, 2002 by and between the Company and Randy H. Thurman.                                                                                             
|10.11*         |  | Term Note dated as of April 19, 2001 issued by Randy H. Thurman to the Company.                                                                                                                                               
|10.12*        |  | Employment Agreement dated as of June 8, 2001 by and between the Company and Martin P. Galvan.                                                                                                                                
|10.13*        |  | Executive Retention Agreement dated as of June 11, 2001 by and between the Company and Martin P. Galvan.                                                                                                                      
|10.14*         |  | Promissory Note issued by the Company to Thermo Electron Corporation.                                                                                                                                                         
|10.15*         |  | Lease for Millennium III of the Millennium Corporate Center dated October 3, 2001 by and between the Company and Washington Street Associates II, L.P.                                                                        
|10.16*        |  | Form of Executive Retention Agreement by and between the Company and Stephen P. Connelly.                                                                                                                                     
|10.17***      |  | Employment Agreement dated as of August 27, 2001 by and between the Company and Stephen P. Connelly.                                                                                                                          
|               |  |                                                                                                                                                                                                                               

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|21.1** |  | Subsidiaries of the Company.              
|------ |  | ------------------------------------------
|23.1** |  | Independent Auditor's Report on Schedule. 
|23.2** |  | Consent of Independent Public Accountants.
|99.1** |  | Letter of Arthur Andersen Representations.

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Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|Date: June 18, 2003 |  | VIASYS HEALTHCARE INC.
|------------------- |  | ----------------------
|                    |  | By:                   

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CERTIFICATION

I, Randy H. Thurman, certify that:

|Date: June 18, 2003 |                                                                                     
|------------------- | ------------------------------------------------------------------------------------
|                    | /s/RANDY H. THURMANName: Randy H. Thurman
Title:Chairman and Chief Executive Officer

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CERTIFICATION

I, Martin P. Galvan, certify that:

|Date: June 18, 2003 |                                                                        
|------------------- | -----------------------------------------------------------------------
|                    | /s/MARTIN P. GALVANName: Martin P. Galvan
Title:Chief Financial Officer

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EXHIBIT INDEX

|Exhibit
Number |  | Description of Exhibit                                                                                                                                                                                                        
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2*           |  | Amended and Restated Certificate of Incorporation of the Company.                                                                                                                                                             
|3.3*           |  | Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company.                                                                                                                                 
|3.5*           |  | Amended and Restated By-laws of the Company.                                                                                                                                                                                  
|10.1*          |  | Plan and Agreement of Distribution between Thermo Electron Corporation and the Company.                                                                                                                                       
|10.2*          |  | Tax Matters Agreement between Thermo Electron Corporation and the Registrant.                                                                                                                                                 
|10.3*          |  | Transition Services Agreement between Thermo Electron Corporation and the Company.                                                                                                                                            
|10.4*          |  | Rights Agreement between the Rights Agent and the Company.                                                                                                                                                                    
|10.5*          |  | Indemnification Agreement between the Company and its directors and officers.                                                                                                                                                 
|10.6*          |  | Equity Incentive Plan of the Company (maximum number of shares issuable in the aggregate under this plan is 4,680,000 shares, after adjustment to reflect the one-for-1.5384615 reverse stock split effected in
October 2001).
|10.7*          |  | Deferred Compensation Plan for Directors of the Company.                                                                                                                                                                      
|10.8**        |  | Amended and Restated Employment Agreement dated as of November 19, 2002 by and among the Company, Randy H. Thurman and Thermo Electron Corporation.                                                                           
|10.9*         |  | Letter Agreement dated as of September 24, 2001 by and among the Company, Randy H. Thurman and Thermo Electron Corporation.                                                                                                   
|10.10**       |  | Amended and Restated Executive Retention Agreement dated as of November 19, 2002 by and between the Company and Randy H. Thurman.                                                                                             
|10.11*         |  | Term Note dated as of April 19, 2001 issued by Randy H. Thurman to the Company.                                                                                                                                               
|10.12*        |  | Employment Agreement dated as of June 8, 2001 by and between the Company and Martin P. Galvan.                                                                                                                                
|10.13*        |  | Executive Retention Agreement dated as of June 11, 2001 by and between the Company and Martin P. Galvan.                                                                                                                      
|10.14*         |  | Promissory Note issued by the Company to Thermo Electron Corporation.                                                                                                                                                         
|10.15*         |  | Lease for Millennium III of the Millennium Corporate Center dated October 3, 2001 by and between the Company and Washington Street Associates II, L.P.                                                                        
|10.16*        |  | Form of Executive Retention Agreement by and between the Company and Stephen P. Connelly.                                                                                                                                     
|10.17***      |  | Employment Agreement dated as of August 27, 2001 by and between the Company and Stephen P. Connelly.                                                                                                                          
|21.1**         |  | Subsidiaries of the Company.                                                                                                                                                                                                  
|23.1**         |  | Independent Auditor's Report on Schedule.                                                                                                                                                                                     
|23.2**         |  | Consent of Independent Public Accountants.                                                                                                                                                                                    
|99.1**         |  | Letter of Arthur Andersen Representations.                                                                                                                                                                                    

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