content: <PAGE>
  
      As filed with the Securities and Exchange Commission on November 9, 2001
                                                        Registration No. 333-_____
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                               VIASYS HEALTHCARE INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
  
           DELAWARE                                              04-3505871
  (State or Other Jurisdiction of                             (I.R.S. Employer
  Incorporation or Organization)                              Identification No.)
  
  
  700 SOUTH HENDERSON ROAD, SUITE 202
     KING OF PRUSSIA, PENNSYLVANIA                                  19406
  (Address of Principal Executive Offices)                        (Zip Code)
  
  
                                EQUITY INCENTIVE PLAN
                        2001 EMPLOYEES' STOCK PURCHASE PLAN
                      DEFERRED COMPENSATION PLAN FOR DIRECTORS
                              (Full Title of the Plans)
  
                                  RANDY H. THURMAN
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               VIASYS HEALTHCARE INC.
                         700 SOUTH HENDERSON ROAD, SUITE 202
                         KING OF PRUSSIA, PENNSYLVANIA 19406
                       (Name and Address of Agent For Service)
  
                                   (610) 922-5881
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                     Copies to:
                              Seth H. Hoogasian, Esq.
                                  General Counsel
                            Thermo Electron Corporation
                           81 Wyman Street, P.O. Box 9046
                         Waltham, Massachusetts 02454-9046
  
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ================================================================================================================
                                                     Proposed Maximum      Proposed Maximum
  Title of Securities          Amount to be           Offering Price      Aggregate Offering          Amount of
  to be  Registered            Registered(1)             Per Share               Price            Registration Fee
  ----------------------------------------------------------------------------------------------------------------
  <S>                       <C>                         <C>                   <C>                     <C>
  Common Stock, $0.01       5,355,000 shares(2)         $15.05(3)             $80,592,750(3)          $20,148.19
  par value per share
  (including the
  associated Preferred
  Stock Purchase Rights)
  ================================================================================================================
  </TABLE>
  
  
  <PAGE>
  (1)  In accordance with Rule 416 under the Securities Act of 1933, as amended,
       this registration statement shall be deemed to cover any additional
       securities that may from time to time be offered or issued to prevent
       dilution resulting from stock splits, stock dividends or similar
       transactions.
  
  (2)  Consists of (i) 4,680,000 shares issuable under the Equity Incentive Plan,
       (ii) 650,000 shares issuable under the 2001 Employees' Stock Purchase Plan;
       and (iii) 25,000 shares issuable under the Deferred Compensation Plan for
       Directors.
  
  (3)  Estimated solely for the purpose of calculating the registration fee
       pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
       amended, and based upon the average of the high and low prices of the
       Registrant's Common Stock as reported on the New York Stock Exchange on
       November 5, 2001.
  
  
  
  
  
  <PAGE>
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       ITEM 1.  PLAN INFORMATION.
  
       The information required by Item 1 is included in documents sent or given
  to the respective participants in the plans covered by this registration
  statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended
  (the "Securities Act").
  
       ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
       The written statement required by Item 2 is included in documents sent or
  given to the respective participants in the plans covered by this registration
  statement pursuant to Rule 428(b)(1) of the Securities Act.
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The registrant is subject to the informational and reporting requirements
  of Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
  as amended (the "Exchange Act"), and in accordance therewith files reports,
  proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are on file with
  the Commission, are incorporated in this registration statement by reference:
  
       (a)  The registrant's effective registration statement on Form 10,
  including amendments thereto, filed under the Exchange Act containing audited
  financial statements for the registrant's latest fiscal year.
  
       (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the document referred
  to in (a) above.
  
       (c)  The description of the securities contained in the registrant's
  effective registration statement on Form 10 filed under the Exchange Act,
  including any amendment or report filed for the purpose of updating such
  description.
  
       All documents subsequently filed by the registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all securities offered hereby have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this registration statement and to be
  part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  registration statement to the extent that a statement contained herein or in any
  other subsequently filed document which 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.
  
  
  
                                        -2-
  
  <PAGE>
  
  
  
       ITEM 4.  DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
       ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the common stock offered hereby has been passed upon by
  John A. Piccione, Esq., Deputy General Counsel of Thermo Electron Corporation
  ("Thermo Electron"). On November 15, 2001, Thermo Electron will distribute as a
  dividend to its stockholders of record on November 7, 2001 all of the
  outstanding shares of the registrant (the "Distribution"). Mr. Piccione will
  receive 889 shares of common stock of the registrant in the Distribution in
  respect of shares of Thermo Electron common stock owned by Mr. Piccione as of
  November 7, 2001.
  
       ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       The Delaware General Corporation Law and the registrant's Amended and
  Restated Certificate of Incorporation and Amended and Restated By-Laws limit the
  monetary liability of directors to the registrant and to its stockholders and
  provide for indemnification of the registrant's officers and directors for
  liabilities and expenses that they may incur in such capacities. In general,
  officers and directors are indemnified with respect to actions taken in good
  faith in a manner reasonably believed to be in, or not opposed to, the best
  interests of the registrant and, with respect to any criminal action or
  proceeding, actions that the indemnitee had no reasonable cause to believe were
  unlawful. The registrant also has indemnification agreements with its directors
  and officers that provide for the maximum indemnification allowed by law.
  
       The registrant has an insurance policy which insures the directors and
  officers of the registrant and its subsidiaries against certain liabilities
  which might be incurred in connection with the performance of their duties.
  
       Under the Plan and Agreement of Distribution between Thermo Electron and
  the registrant to be entered into in connection with the Distribution, Thermo
  Electron is obligated, under specified circumstances, to indemnify the
  registrant's directors and officers against specified liabilities.
  
       ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
       ITEM 8.  EXHIBITS.
  
       The Exhibit Index immediately preceding the exhibits is incorporated herein
  by reference.
  
       ITEM 9.  UNDERTAKINGS.
  
       1.   ITEM 512(a) OF REGULATION S-K. The undersigned registrant hereby
            undertakes:
  
            (1)  To file, during any period in which offers or sales are being
       made, a post-effective amendment to this registration statement:
  
  
  
                                        -3-
  
  <PAGE>
  
                 (i)  To include any prospectus required by Section 10(a)(3) of
       the Securities Act;
  
                 (ii) To reflect in the prospectus any facts or events arising
       after the effective date of the registration statement (or the most recent
       post-effective amendment thereof) which, individually or in the aggregate,
       represent a fundamental change in the information set forth in the
       registration statement; and
  
                 (iii) To include any material information with respect to the
       plan of distribution not previously disclosed in the registration statement
       or any material change to such information in the registration statement;
  
       provided, however, that paragraphs (i) and (ii) do not apply if the
       information required to be included in a post-effective amendment by those
       paragraphs is contained in periodic reports filed with or furnished to the
       Commission by the registrant pursuant to Section 13 or Section 15(d) of the
       Exchange Act that are incorporated by reference in the registration
       statement.
  
            (2)  That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be a
       new registration statement relating to the securities offered therein, and
       the offering of such securities at that time shall be deemed to be the
       initial bona fide offering thereof.
  
            (3)  To remove from registration by means of a post-effective
       amendment any of the securities being registered which remain unsold at the
       termination of the offering.
  
       2.   ITEM 512(b) OF REGULATION S-K. The undersigned registrant hereby
  undertakes that, for purposes of determining any liability under the Securities
  Act, each filing of the registrant's annual report pursuant to Section 13(a) or
  Section 15(d) of the Exchange Act that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       3.   ITEM 512(h) OF REGULATION S-K. Insofar as indemnification for
  liabilities arising under the Securities Act may be permitted to directors,
  officers and controlling persons of the registrant pursuant to the foregoing
  provisions, or otherwise, the registrant has been advised that in the opinion of
  the Commission such indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Securities
  Act and will be governed by the final adjudication of such issue.
  
  
  
  
                                        -4-
  
  <PAGE>
  
  
                                     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 King of Prussia, Pennsylvania on this 9th day of November, 2001.
  
  
  
                                       VIASYS HEALTHCARE INC.
  
                                       By: /s/ Randy H. Thurman
                                           -------------------------------------
                                           Randy H. Thurman
                                           President and Chief Executive Officer
  
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       We, the undersigned officers and directors of Viasys Healthcare Inc.,
  hereby severally constitute and appoint Randy H. Thurman and Martin P. Galvan,
  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 Viasys Healthcare Inc. 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 by the following persons in the
  capacities and on the dates indicated.
  
         SIGNATURE                        TITLE                           DATE
         ---------                        -----                           ----
  
  /s/ Randy H. Thurman            President, Chief Executive     November 9, 2001
  ----------------------------    Officer, Director (Principal
  Randy H. Thurman                executive officer)
  
  
  /s/ Martin P. Galvan            Chief Financial Officer        November 9, 2001
  ----------------------------    (Principal financial and
  Martin P. Galvan                accounting officer)
  
  
  /s/ Richard F. Syron            Chairman of the Board          November 9, 2001
  ----------------------------
  Richard F. Syron
  
  
  /s/ Robert W. O'Leary           Director                       November 9, 2001
  ----------------------------
  Robert W. O'Leary
  
  
                                  Director
  ----------------------------
  Elaine S. Ullian
  
  
  
  
                                        -5-
  
  <PAGE>
  
  
  
                                  INDEX TO EXHIBITS
  
  
  Number         Description
  ------         -----------
  
  5.1            Opinion of John A. Piccione, Esq., regarding legality
  
  23.1           Consent of John A. Piccione, Esq.
                 (included in Exhibit 5.1)
  
  23.2           Consent of Arthur Andersen LLP
  
  24.1           Power of attorney (included on the signature pages of this
                 registration statement)
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b41070vhs-8.txt", "description": "VIASYS HEALTHCARE INC.", "secsgml_size_bytes": 16284}]
metadata_filer: {"company-data": {"conformed-name": "VIASYS HEALTHCARE INC", "cik": "0001123361", "assigned-sic": "5047", "irs-number": "043505871", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73152", "film-number": "1780899"}, "business-address": {"street1": "81 WYMAN STREET", "street2": "P O BOX 9046", "city": "WALTHAM", "state": "MA", "zip": "02254-9046", "phone": "7816221000"}, "mail-address": {"street1": "81 WYMAN STREET", "street2": "P O BOX 9046", "city": "WALTHAM", "state": "MA", "zip": "02254-9046"}, "former-company": {"former-conformed-name": "THERMO BIOMEDICAL INC", "date-changed": "20000906"}}
text: As filed with the Securities and Exchange Commission on November 9, 2001
                                                        Registration No. 333-_____
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                               VIASYS HEALTHCARE INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
           DELAWARE                                              04-3505871
  (State or Other Jurisdiction of                             (I.R.S. Employer
  Incorporation or Organization)                              Identification No.)
  
  700 SOUTH HENDERSON ROAD, SUITE 202
     KING OF PRUSSIA, PENNSYLVANIA                                  19406
  (Address of Principal Executive Offices)                        (Zip Code)
  
                                EQUITY INCENTIVE PLAN
                        2001 EMPLOYEES' STOCK PURCHASE PLAN
                      DEFERRED COMPENSATION PLAN FOR DIRECTORS
                              (Full Title of the Plans)
  
                                  RANDY H. THURMAN
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               VIASYS HEALTHCARE INC.
                         700 SOUTH HENDERSON ROAD, SUITE 202
                         KING OF PRUSSIA, PENNSYLVANIA 19406
                       (Name and Address of Agent For Service)
  
                                   (610) 922-5881
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                     Copies to:
                              Seth H. Hoogasian, Esq.
                                  General Counsel
                            Thermo Electron Corporation
                           81 Wyman Street, P.O. Box 9046
                         Waltham, Massachusetts 02454-9046
  
                           CALCULATION OF REGISTRATION FEE
  ================================================================================================================
                                                     Proposed Maximum      Proposed Maximum
  Title of Securities          Amount to be           Offering Price      Aggregate Offering          Amount of
  to be  Registered            Registered(1)             Per Share               Price            Registration Fee
  ----------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01       5,355,000 shares(2)         $15.05(3)             $80,592,750(3)          $20,148.19
  par value per share
  (including the
  associated Preferred
  Stock Purchase Rights)
  ================================================================================================================
  (1)  In accordance with Rule 416 under the Securities Act of 1933, as amended,
       this registration statement shall be deemed to cover any additional
       securities that may from time to time be offered or issued to prevent
       dilution resulting from stock splits, stock dividends or similar
       transactions.
  
  (2)  Consists of (i) 4,680,000 shares issuable under the Equity Incentive Plan,
       (ii) 650,000 shares issuable under the 2001 Employees' Stock Purchase Plan;
       and (iii) 25,000 shares issuable under the Deferred Compensation Plan for
       Directors.
  
  (3)  Estimated solely for the purpose of calculating the registration fee
       pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
       amended, and based upon the average of the high and low prices of the
       Registrant's Common Stock as reported on the New York Stock Exchange on
       November 5, 2001.
  PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       ITEM 1.  PLAN INFORMATION.
  
       The information required by Item 1 is included in documents sent or given
  to the respective participants in the plans covered by this registration
  statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended
  (the "Securities Act").
  
       ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
       The written statement required by Item 2 is included in documents sent or
  given to the respective participants in the plans covered by this registration
  statement pursuant to Rule 428(b)(1) of the Securities Act.
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The registrant is subject to the informational and reporting requirements
  of Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
  as amended (the "Exchange Act"), and in accordance therewith files reports,
  proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are on file with
  the Commission, are incorporated in this registration statement by reference:
  
       (a)  The registrant's effective registration statement on Form 10,
  including amendments thereto, filed under the Exchange Act containing audited
  financial statements for the registrant's latest fiscal year.
  
       (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the document referred
  to in (a) above.
  
       (c)  The description of the securities contained in the registrant's
  effective registration statement on Form 10 filed under the Exchange Act,
  including any amendment or report filed for the purpose of updating such
  description.
  
       All documents subsequently filed by the registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all securities offered hereby have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this registration statement and to be
  part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  registration statement to the extent that a statement contained herein or in any
  other subsequently filed document which 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.
  
                                        -2-
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
       ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the common stock offered hereby has been passed upon by
  John A. Piccione, Esq., Deputy General Counsel of Thermo Electron Corporation
  ("Thermo Electron"). On November 15, 2001, Thermo Electron will distribute as a
  dividend to its stockholders of record on November 7, 2001 all of the
  outstanding shares of the registrant (the "Distribution"). Mr. Piccione will
  receive 889 shares of common stock of the registrant in the Distribution in
  respect of shares of Thermo Electron common stock owned by Mr. Piccione as of
  November 7, 2001.
  
       ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       The Delaware General Corporation Law and the registrant's Amended and
  Restated Certificate of Incorporation and Amended and Restated By-Laws limit the
  monetary liability of directors to the registrant and to its stockholders and
  provide for indemnification of the registrant's officers and directors for
  liabilities and expenses that they may incur in such capacities. In general,
  officers and directors are indemnified with respect to actions taken in good
  faith in a manner reasonably believed to be in, or not opposed to, the best
  interests of the registrant and, with respect to any criminal action or
  proceeding, actions that the indemnitee had no reasonable cause to believe were
  unlawful. The registrant also has indemnification agreements with its directors
  and officers that provide for the maximum indemnification allowed by law.
  
       The registrant has an insurance policy which insures the directors and
  officers of the registrant and its subsidiaries against certain liabilities
  which might be incurred in connection with the performance of their duties.
  
       Under the Plan and Agreement of Distribution between Thermo Electron and
  the registrant to be entered into in connection with the Distribution, Thermo
  Electron is obligated, under specified circumstances, to indemnify the
  registrant's directors and officers against specified liabilities.
  
       ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
       ITEM 8.  EXHIBITS.
  
       The Exhibit Index immediately preceding the exhibits is incorporated herein
  by reference.
  
       ITEM 9.  UNDERTAKINGS.
  
       1.   ITEM 512(a) OF REGULATION S-K. The undersigned registrant hereby
            undertakes:
  
            (1)  To file, during any period in which offers or sales are being
       made, a post-effective amendment to this registration statement:
  
                                        -3-
  (i)  To include any prospectus required by Section 10(a)(3) of
       the Securities Act;
  
                 (ii) To reflect in the prospectus any facts or events arising
       after the effective date of the registration statement (or the most recent
       post-effective amendment thereof) which, individually or in the aggregate,
       represent a fundamental change in the information set forth in the
       registration statement; and
  
                 (iii) To include any material information with respect to the
       plan of distribution not previously disclosed in the registration statement
       or any material change to such information in the registration statement;
  
       provided, however, that paragraphs (i) and (ii) do not apply if the
       information required to be included in a post-effective amendment by those
       paragraphs is contained in periodic reports filed with or furnished to the
       Commission by the registrant pursuant to Section 13 or Section 15(d) of the
       Exchange Act that are incorporated by reference in the registration
       statement.
  
            (2)  That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be a
       new registration statement relating to the securities offered therein, and
       the offering of such securities at that time shall be deemed to be the
       initial bona fide offering thereof.
  
            (3)  To remove from registration by means of a post-effective
       amendment any of the securities being registered which remain unsold at the
       termination of the offering.
  
       2.   ITEM 512(b) OF REGULATION S-K. The undersigned registrant hereby
  undertakes that, for purposes of determining any liability under the Securities
  Act, each filing of the registrant's annual report pursuant to Section 13(a) or
  Section 15(d) of the Exchange Act that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       3.   ITEM 512(h) OF REGULATION S-K. Insofar as indemnification for
  liabilities arising under the Securities Act may be permitted to directors,
  officers and controlling persons of the registrant pursuant to the foregoing
  provisions, or otherwise, the registrant has been advised that in the opinion of
  the Commission such indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Securities
  Act and will be governed by the final adjudication of such issue.
  
                                        -4-
  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 King of Prussia, Pennsylvania on this 9th day of November, 2001.
  
                                       VIASYS HEALTHCARE INC.
  
                                       By: /s/ Randy H. Thurman
                                           -------------------------------------
                                           Randy H. Thurman
                                           President and Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       We, the undersigned officers and directors of Viasys Healthcare Inc.,
  hereby severally constitute and appoint Randy H. Thurman and Martin P. Galvan,
  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 Viasys Healthcare Inc. 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 by the following persons in the
  capacities and on the dates indicated.
  
         SIGNATURE                        TITLE                           DATE
         ---------                        -----                           ----
  
  /s/ Randy H. Thurman            President, Chief Executive     November 9, 2001
  ----------------------------    Officer, Director (Principal
  Randy H. Thurman                executive officer)
  
  /s/ Martin P. Galvan            Chief Financial Officer        November 9, 2001
  ----------------------------    (Principal financial and
  Martin P. Galvan                accounting officer)
  
  /s/ Richard F. Syron            Chairman of the Board          November 9, 2001
  ----------------------------
  Richard F. Syron
  
  /s/ Robert W. O'Leary           Director                       November 9, 2001
  ----------------------------
  Robert W. O'Leary
  
                                  Director
  ----------------------------
  Elaine S. Ullian
  
                                        -5-
  INDEX TO EXHIBITS
  
  Number         Description
  ------         -----------
  
  5.1            Opinion of John A. Piccione, Esq., regarding legality
  
  23.1           Consent of John A. Piccione, Esq.
                 (included in Exhibit 5.1)
  
  23.2           Consent of Arthur Andersen LLP
  
  24.1           Power of attorney (included on the signature pages of this
                 registration statement)