Post-Effective Amendment No. 1 to Registration 33-53081 as filed with the
Securities and Exchange Commission on May 2, 1994
Registration No. 33-53081
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Post-Effective Amendment No. 1
to FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
DANAHER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 59-1995548
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1250 24th Street, N.W.
Washington, D.C. 20037
(202) 828-0850
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
George M. Sherman
President and Chief Executive Officer
Danaher Corporation
1250 24th Street, N.W.
Washington, D.C. 20037
(202) 828-0850
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_______________
Copy to:
George P. Stamas, Esquire
Piper & Marbury
36 South Charles Street
Baltimore, Maryland 21201
_______________
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement is declared
effective.
If the only securities being registered on this Form are to be
offered pursuant to dividend or interest reinvestment plans, check
the following box. _____
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. ____
______________________
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
this registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PROSPECTUS
95,853 SHARES
DANAHER CORPORATION
Common Stock
___________
The shares of Common Stock of Danaher Corporation (the
"Company") offered hereby are being sold by the Selling
Stockholders named herein. See "Selling Stockholders." The
Company will not receive any of the proceeds from the sale of such
shares by the Selling Stockholders.
The Common Stock is traded on the New York Stock Exchange and
the Pacific Stock Exchange under the symbol "DHR." On March 28,
1994, the last sales price for the Common Stock as reported on the
New York Stock Exchange Composite Tape was $39.5625 per share.
___________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
___________
The date of this Prospectus is April 29, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "1934 Act"),
and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information
filed by the Company with the Commission, including reports, proxy
statements and other information incorporated by reference into
this Prospectus, can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the regional offices
of the Commission at 7 World Trade Center, New York, New York
10048 and 500 West Madison Street, 14th Floor, Chicago, Illinois
60611. Copies of such material can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 at rates prescribed by the
Commission.
The Common Stock of the Company is listed for trading on the
New York Stock Exchange and the Pacific Stock Exchange. Reports,
proxy statements and other information concerning the Company can
be inspected at such exchanges.
This Prospectus does not contain all the information set forth
in the Registration Statement (of which this Prospectus is a part)
and exhibits relating thereto which the Company has filed with the
Commission, Washington, D.C. Copies of the information and
exhibits are on file at the offices of the Commission and may be
obtained, upon payment of the fees prescribed by the Commission, or
may be examined without charge at the offices of the Commission.
The Company hereby undertakes to provide a copy of any and all
information that has been incorporated by reference in the
Registration Statement (not including exhibits to the information
so incorporated by reference unless such exhibits are specifically
incorporated by reference into the information that the
Registration Statement incorporates) upon written or oral request
of any person, without charge to such person, provided that such
request is made to C. Scott Brannan, Controller, Danaher
Corporation, 1250 24th Street, N.W., Suite 800, Washington D.C.
20037 (telephone (202) 828-0850).
No person has been authorized by the Company to give any
information or to make any representations other than those
contained in this Prospectus in connection with the offer contained
in this Prospectus, and if given or made, such information or
representations may not be relied upon as having been authorized by
the Company. This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any of the securities in any
jurisdiction in which such offer or solicitation is not authorized,
or in which the person making such offer or solicitation is not
qualified to do so, or to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall create an implication
that there has been no change in the affairs of the Company since
the date hereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-
8089) pursuant to the 1934 Act are incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 (the "Annual Report");
2. The description of Common Stock contained in Item 4 of
the Company's Form 8-B Registration of Securities of Certain
Successor Issuers, filed with the Commission on November 3, 1986;
and
3. All other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to
the date of this Prospectus and prior to the termination of the
offering of the shares.
The Company will provide without charge to each person to whom
a copy of this Prospectus is delivered, upon the request of any
such person, a copy of any or all of the documents which have been
incorporated herein by reference, other than exhibits to such
documents (unless such exhibits are specifically incorporated by
reference into such documents). Requests for such documents should
be directed to Danaher Corporation, 1250 24th Street, N.W.,
Washington, D.C. 20037, Attention: Controller, Telephone (202)
828-0850.
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 Prospectus 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 such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
THE COMPANY
Danaher Corporation (the "Company") operates a variety of
businesses through its wholly-owned subsidiaries. These businesses
are conducted in three business segments: Tools,
Process/Environmental Controls and Transportation. The Company is
the principal manufacturer of Sears, Roebuck and Co.'s Craftsman
line and the National Automotive Parts Association line of
mechanics' hand tools. The Company also manufactures Allen _
wrenches and Jacobs drill chucks and is a leading supplier of
mechanics' hand tools through Matco Tools. In its
Process/Environmental Controls segment, the Company is a leading
producer of leak detection sensors for underground fuel storage
tanks and motion, temperature, pressure and flow control devices.
The Company's Transportation business manufactures wheel service
equipment, lifts, diesel engine retarders and automotive air
conditioning components which are sold under such brand names as
Coats, Ammco and "Jake Brake."
The principal executive offices of the Company are located
at 1250 24th Street, N.W., Washington, D.C. 20037, telephone
(202) 828-0850.
USE OF PROCEEDS
All of the proceeds from the sale of the shares of common
stock, par value $.01 per share, of the Company (the "Common
Stock") offered hereby will be received by the Selling Stockholders
and none of the proceeds will be received by the Company.
SELLING STOCKHOLDERS
The Selling Stockholders acquired the shares of Common Stock
to be offered hereby pursuant to an Agreement and Plan of
Reorganization dated as of January 13, 1994 (the "Agreement"),
among the Company, JS Technology, Inc., a Georgia corporation
("JS") and Jan Stasiek. Pursuant to the Agreement, JS was merged
with and into a subsidiary of the Company on January 25, 1994 and
all of the issued and outstanding capital stock of JS was
converted into cash and 95,853 shares of Common Stock of the
Company. Although the shares of Common Stock acquired pursuant
to the Agreement are held for investment, in recognition of the
fact that the Selling Stockholders may wish to be legally
permitted to sell the shares when they deem appropriate, the
Company agreed to prepare and file a Registration Statement (of
which this Prospectus is a part) with the Commission relating to
the resale of such shares.
The following table sets forth information concerning the
number of Shares of Common Stock owned by each of the Selling
Stockholders as of the date of this Prospectus, the maximum
number of shares offered by such Selling Stockholder pursuant to
this Prospectus, and the number of such shares to be owned by the
Selling Stockholders after completion of this offering, assuming
that all Shares offered hereby are sold.
Mr. Stasiek is currently employed as the President of a
subsidiary of the Company.
Name Number of Shares
of Common Stock Shares Owned
Owned Prior to Number of Shared After Completion
the Offering* Being Offered of the Offering
Jan S. Stasiek 79,355 79,355 0
Roger C.Hamilton 8,744 8,744 0
John H. Ralston 3,676 3,676 0
Charles L.Towers 2,393 2,393 0
Ira Deyhimy and 1,302 1,302 0
Katherine Deyhimy, as
Joint Tenants
Bill Bengtson 383 383 0
and Donna Hill
Bengtson, as
Joint Tenants
* None of the Selling Stockholders own 1% or more of the Common
Stock.
PLAN OF DISTRIBUTION
The Company's Common Stock is listed on the New York Stock
Exchange ("NYSE", Symbol: DHR) and on the Pacific Stock Exchange
("PSE"). Application will be made to list the shares offered
hereby on the NYSE and the PSE. Subject to approval of the NYSE
and the PSE, the Selling Stockholders may sell from time to time
shares of Common Stock offered hereby in transactions on the NYSE,
in privately-negotiated transactions or otherwise, in each case at
prices satisfactory to the Selling Stockholders.
The brokers or dealers through or to whom the shares of Common
Stock offered hereby may be sold may be deemed underwriters of the
shares within the meaning of the Securities Act of 1933, as
amended, in which event, all brokerage commissions or discounts and
other compensation received by such brokers or dealers may be
deemed underwriting compensation.
The Common Stock offered hereby will be sold by the Selling
Stockholders acting as principals for their own account. The
Company will receive no proceeds from this offering. The Selling
Stockholders will pay all applicable stock transfer taxes, transfer
fees and brokerage commissions, and related fees and expenses, but
the Company will bear the costs of preparing the Registration
Statement of which this Prospectus is a part and all filing fees
and legal and accounting expenses in connection with registration
under federal and state securities laws.
LEGAL MATTERS
The legality of the shares offered hereby is being passed upon
for the Company by Piper & Marbury, Baltimore, Maryland, counsel to
the Company.
EXPERTS
The financial statements for the years ended December 31,
1993, 1992, and 1991 incorporated by reference in this Prospectus
have been audited by Arthur Anderson & Co., independent public
accountants, as indicated in their reports with respect thereto,
and are included herein in reliance upon the authority of said firm
as experts in giving said reports.
<PAGE>
No person has been
authorized by the Company to
give any information or to make
any representations other than
those contained in this
Prospectus in connection with
the offer contained in this
Prospectus, and if given or
made, such information or
representations may not be
relied upon as having been
authorized by the Company.
This Prospectus does not
constitute an offer to sell or
a solicitation of an offer to
buy any of the securities in
any jurisdiction in which such
offer or solicitation is not
authorized, or in which the
person making such offer or
solicitation is not qualified
to do so, or to any person to
whom it is unlawful to make
such offer or solicitation.
Neither the delivery of this
Prospectus nor any sale made
hereunder shall create an
implication that there has been
no change in the affairs of the
Company since the date hereof.
Table of Contents
Page
Available Information. . .2
Incorporation of Certain
Documents by Reference.3
The Company. . . . . . . .3
Use of Proceeds. . . . . .4
Selling Stockholders . . .4
Plan of Distribution . . .5
Legal Matters. . . . . . .5
Experts. . . . . . . . . .5
<PAGE>
<PAGE>
95,853 Shares
Common Stock
___________________
DANAHER
CORPORATION
___________________
PROSPECTUS
April 29, 1994
_____________________<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses in connection with
this Registration Statement. The Company will pay all expenses of
the offering. All of such expenses are estimates, other than the
filing fees payable to the Securities and Exchange Commission.
Filing Fee-Securities and Exchange Commission . . . $1,307.65
Fees and Expenses of Counsel. . . . . . . . . . . . $1,500
Miscellaneous Expenses. . . . . . . . . . . . . . . $2,000
TOTAL . . . . . . . . . . . . . . . . . . . . . . $4,807.65
_________
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") grants each corporation organized thereunder,
such as the Registrant, the power to indemnify its directors and
officers against liabilities for certain of their acts. Article X
of the Registrant's Amended Certificate of Incorporation and
Article VIII of the Registrant's By-laws provides for
indemnification of directors and officers of the Registrant to the
extent permitted by Section 145.
Section 102(b)(7) of the DGCL permits a provision in the
certificate of incorporation of each corporation organized
thereunder, such as the Registrant, eliminating or limiting, with
certain exception, the personal liability of a director to the
corporation or its stockholders for monetary damages for certain
breaches of fiduciary duty as a director. Article X of the Amended
Certificate of Incorporation of the Registrant eliminates the
liability of directors except to the extent that such liability
arises (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) pursuant to Section 174 of the DGCL which
relates to the unlawful payment of dividends or unlawful stock
purchase or redemption or (iv) for any transaction from which the
director derived an improper personal benefit.
The foregoing statements are subject to the detailed
provisions of Section 102(b)(7) and 145 of the DGCL, Article X of
the Restated Certificate of Incorporation of the Registrant and
Article VIII of the Bylaws of the Registrant, as applicable.
Item 16. Exhibits
Exhibit No. Description
4.1 Credit Agreement dated as of September 7, Incorporated
1990 Among Danaher Corporation, the Financial by Reference
Institutions Listed Therein and Bankers
Trust Company as Agent.
4.2 Note Agreement as of November 1,1992 Incorporated
Between Danaher Corporation by Reference
and Lenders Referenced Therein
4.3 Note Agreement as of April 1, 1993 Incorporated
Between Danaher Corporation and by Reference
Lenders Referenced Therein
5 Opinion of Piper & Marbury regarding the
legality of the securities being registered
10.1 Agreement as of November 1, 1990 between Incorporated
Danaher Corporation, Easco Hand Tools, Inc. by Reference
and Sears, Roebuck and Co.
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Piper & Marbury (included in
Exhibit 5)
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange of
1934) 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.
(b) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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, suite 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 Act and will be governed by the final adjudication of such
issue.
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of
1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall
be deemed to be part of this Registration Statement as of the time
it was declared effective.
(2) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that
contains a form of prospectus 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.
(d) 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;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (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;
(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 (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs in
contained in periodic reports filed by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended (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.
<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-3 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
District of Columbia, on this 29th day of April, 1994.
DANAHER CORPORATION
By /s/ *
George M. Sherman,
President & Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/*
George M. Sherman President, April 29, 1994
Chief Executive Officer
and Director (Principal
Executive Officer)
/s/*
Patrick W. Allender Senior Vice President, April 29, 1994
Chief Financial Officer
and Secretary (Principal
Financial Officer)
/s/*
C. Scott Brannan Controller April 29, 1994
(Principal
Accounting Officer)
/s/*
Mortimer M. Caplin Director April 29, 1994
/s/*
Donald J. Ehrlich Director April 29, 1994
/s/*
Walter G. Lohr, Jr. Director April 29, 1994
/s/*
Mitchell P. Rales Director April 29, 1994
/s/*
Steven M. Rales Director April 29, 1994
/s/*
A. Emmet Stephenson, Jr. Director April 29, 1994
* By: /s/ C. Scott Brannan
C. Scott Brannan
(Attorney-in-Fact)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Sequentially
Numbered Page
5 Opinion of Piper & Marbury 1
regarding the legality of the
securities being registered
23.1 Consent of Arthur Andersen & Co. 3
23.2 Consent of Piper & Marbury
(included in Exhibit 5)
<PAGE>
PIPER & MARBURY
Charles Center South
36 South Charles Street
Baltimore, Maryland 21201-3010
410-539-2530
Fax: 410-539-0489
April 29, 1994
Danaher Corporation
1250 24th Street, N.W.
Suite 800
Washington, D.C. 20037
Re: Danaher Corporation Registration Statement on Form S-3
Dear Sirs:
We have acted as counsel to Danaher Corporation, a Delaware corporation (the
"Company"), in connection with the Company's Registration Statement on Form S-3
including all amendments or supplements thereto, filed with the Securities and
Exchange Commission (the "Commision") under the Securities act of 1933, as
amended (the "Act")(File No. 33-53081) and the issuance of shares of Company's
Common Stock, par value of $0.01 per share (the "Shares"), pursuant to the
Registration Statement.
In this capacity, we have examined the Company's charter and By-Laws, the
proceedings of the Board of Directors of the Company relating to the issuance of
the Shares and such other documents, instruments and matters of law as we have
deemed necessary to the rendering of this opinion. In such examination, we have
assumed the genuineness of all signatures, the conformity of final documents in
all material respects to the versions thereof submitted to us in draft form, the
authenticity of all documents submitted to us as originals, and the conformity
with originals of all documents submitted to us as copies.
Based upon the foregoing we are of the opinion and advise you that the Shares
issued by the Company pursuant to the Agreement and Plan of Reorganization
described in the Registration Statement have been duly authorized, validly
issued, fully paid and nonassesable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Act or the Rules and Regulations of the Commision thereunder.
Very truly yours,
PIPER & MARBURY
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation in
this registration statement of our reports dated January 27, 1994 included or
incorporated by reference in Danaher Corporation's Form 10-K for the year
ended December 31, 1993 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSON & CO.
April 29, 1994
