As filed with the Securities and Exchange Commission on July
21, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
DANAHER CORPORATION
(Exact name of issuer as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
1250 24th Street, N.W., Suite 800
Washington, DC
(Address of Principal Executive Offices)<PAGE>
59-1995548
(I.R.S. Employee
Identification
Number)
20037
(Zip Code)
DANAHER CORPORATION 1987 STOCK OPTION PLAN
(As Amended, May 17, 1994)
GEORGE M. SHERMAN
President and Chief Executive Officer
Danaher Corporation
1250 24th Street, N.W., Suite 800
Washington, DC 20037
(202)828-0850
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities
to be registered
Common Stock
(par value
$.01 per share)<PAGE>
Amount to be
registered
500,000
shares <PAGE>
Proposed maximum
offering price
per share
$44.8125<PAGE>
Proposed maximum
aggregate
offering price
$22,406,250<PAGE>
Amount of
registration fee
$7001.95
(1) Pursuant to Rule 457, the proposed maximum offering price
per share, proposed maximum aggregate offering price and
amount of registration fee are based upon the average of
the high and low prices of Registrant's Common Stock on
July 19, 1994 as reported in The Wall Street Journal
(Eastern Edition) on July 20 1994.
<PAGE>
PART I
INFORMATION REQUIRED IN PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION.*
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from the Registration
Statement in accordance with Rule 428 under the Securities
Act of 1933 and the Note to Part I of Form S-8.
<PAGE>
DANAHER CORPORATION
1987 STOCK OPTION PLAN
The offering made herein relates to 1,800,000 shares of
Common Stock of Danaher Corporation (the "Corporation") that
are issuable upon the exercise of stock options or upon the
exercise of stock appreciation rights related to such options
that have been or will be granted by the Corporation, without
cash consideration, to certain key employees of the Corporation
and its subsidiaries under its 1987 Stock Option Plan (as
amended May 17, 1994).
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE 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 , 1994
<PAGE>
No person has been authorized by the Corporation 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 Corporation. 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 Corporation since the date
hereof.
<PAGE>
TABLE OF CONTENTS
<PAGE>
<PAGE>
General. . . . . . . . . . . . . . . . . . . . . . .
1987 Stock Option Plan . . . . . . . . . . . . . . . .
Securities Subject to the 1987 Plan. . . . . . . . . .
Administration; Eligibility. . . . . . . . . . . . . .
Exercise of Option . . . . . . . . . . . . . . . . . .
Assignment--Termination of Employment--Death of Employee
Stock Appreciation Rights. . . . . . . . . . . . . . .
Restrictions on Officers and Directors . . . . . . . .
Substitute Options and Rights with Respect to Acquired
Companies . . . . . . . . . . . .
Effect of Merger or Acquisition. . . . . . . . . . . .
Amendments . . . . . . . . . . . . . . . . . . . . . .
Federal Income Tax Treatment . . . . . . . . . . . . .
Non-Qualified Stock Options. . . . . . . . . . . . . .
Payment with Stock . . . . . . . . . . . . . . . . . .
Stock Appreciation Rights. . . . . . . . . . . . . . .
Miscellaneous. . . . . . . . . . . . . . . . . . . . .
Outstanding Options. . . . . . . . . . . . . . . . . .
Documents Incorporated by Reference. . . . . . . . . .
Legal Matters. . . . . . . . . . . . . . . . . . . . .
Experts. . . . . . . . . . . . . . . . . . . . . . . .
Additional Information . . . . . . . . .. . . . . . . <PAGE>
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<PAGE>
ITEM 1. PLAN INFORMATION.
GENERAL
<PAGE>
This Prospectus covers shares of Common Stock issuable upon
exercise of non-qualified stock options and stock appreciation
rights granted under the 1987 Stock Option Plan as amended May
17, 1994 (the "1987 Plan"). The purpose of the 1987 Plan is to
act as an incentive to and increase the ownership of Common
Stock by those key employees and officers of the Corporation
and its subsidiaries who contribute to the continued growth,
development and financial success of the Corporation and its
subsidiaries, and to attract and retain such employees and
officers and reward them for the Company's continued profitable
performance.
The Company has its principal office at 1250 24th Street,
N.W., Suite 800, Washington, D.C. 20037, telephone no. (202)
828-0850.
The Corporation has been advised by its counsel, Piper &
Marbury, that neither Section 401(a) of the Internal Revenue
Code nor any provision of the Employee Retirement Income
Security Act of 1974 is applicable to the 1987 Plan.
The following is a summary of certain provisions of the 1987
Plan and does not purport to be complete. Additional
information about The 1987 Plan may be obtained from C. Scott
Brannan, Controller of the Corporation, at 1250 24th Street,
N.W. , Washington, D.C. 20037 (Telephone 202-828-0850).<PAGE>
1987 STOCK OPTION PLAN
The 1987 Plan was adopted by the Board of Directors on
September 21, 1987. It was approved by the stockholders of the
Corporation on October 20, 1987 and became effective on that
date. The Board of Directors of the Corporation on July 19,
1989 approved an amendment to the 1987 Plan increasing the
number of shares available for award from 500,000 to 1,000,000
shares. On September 28, 1989, the stockholders of the
Corporation approved the amendment to the 1987 Plan increasing
the number of shares available for award upon the exercise of
options from 500,000 to 1,000,000 shares. The Board of
Directors of the Corporation on March 6, 1992, approved an
amendment to the 1987 Plan increasing the number of shares
available for award from 1,000,000 to 1,300,000 shares. On May
19, 1992, the stockholders of the Corporation approved the
amendment to the 1987 Plan increasing the number of shares
available for award upon the exercise of options from 1,000,000
to 1,300,000 shares. The Board of Directors of the Corporation
on December 7, 1993, approved an amendment to the 1987 Plan
increasing the number of shares available for award from
1,300,000 to 1,800,000 shares. On May 17, 1994, the
stockholders of the Corporation approved the amendment to the
1987 Plan increasing the number of shares available for award
from 1,300,000 to 1,800,000 shares. Unless sooner modified or
discontinued, the 1987 Plan permits the award of stock options
or stock appreciation rights until October 20, 1997, but the
terms of stock options or stock appreciation rights may extend
beyond that date. The 1987 Plan provides for the granting of
non-qualified stock options to purchase Common Stock. It also
provides for stock appreciation rights to be granted to
participants who have been granted stock options under the 1987
Plan.
Securities Subject to the 1987 Plan
The 1987 Plan provides for the grant of options to purchase
up to 1,800,000 shares of Common Stock. The Common Stock to be
issued under the Plan will be issued directly by the
Corporation. No fees, commissions, or other charges will be
assessed against option holders, or affect the number of shares
of Common Stock awarded to an option holder pursuant to the
exercise of an Option, or affect the amount paid to an option
holder under any stock appreciation right granted under the
Plan.
In the event of any change in the number of issued shares of
Common Stock resulting from a subdivision or consolidation of
shares or other capital adjustment, or the payment of a stock
dividend or other increase or decrease in such shares, the 1987
Plan provides that appropriate adjustments shall be made with
respect to outstanding stock options and stock appreciation
rights and the aggregate number of shares of Common Stock on
which stock options and stock appreciation rights may be
granted to participants pursuant to the 1987 Plan. In the
event that any outstanding stock option or stock appreciation
right lapses or the rights of the participant to whom it was
granted terminate, any shares of Common Stock subject to such
stock option or stock appreciation right shall again be
available for grant under the 1987 Plan.
Administration; Eligibility
The 1987 Plan is administered by a committee designated by
the Board of Directors (the "Committee") consisting of not less
than two members of the Board of Directors who are not eligible
to receive stock options or stock appreciation rights under the
1987 Plan or any other discretionary stock grant plan
maintained by the Corporation. All questions of interpretation
and application of the 1987 Plan or the terms and conditions
pursuant to which stock options and stock appreciation rights
are granted, exercised or forfeited under the 1987 Plan shall
be subject to determination by the Committee. The members of
the Committee are members of the Board of Directors who are
appointed to the Committee by the Board and who serve on the
Committee at the pleasure of the Board. For further
information concerning the Committee, participants may contact
C. Scott Brannan at the address or telephone number above.
Key employees of the Corporation and its subsidiaries
(including officers or employees who are members of the Board
of Directors, but excluding directors who are not officers or
employees of the Corporation or a subsidiary) who in the
opinion of the Committee or the Board of Directors contribute
to the continued growth, development and financial success of
the Corporation or its subsidiaries are eligible to receive
stock options and stock appreciation rights under the 1987
Plan. In determining the number of stock options and stock
appreciation rights to be granted to a participant, the Board
of Directors or the Committee may take into account a
participant's responsibility level, performance, potential,
cash compensation level and the fair market value of the Common
Stock as well as other considerations that are deemed
appropriate. The 1987 Plan provides that no eligible employee
may receive an award or awards for, in the aggregate more than
500,000 shares of Common Stock.
Exercise of Options
The option price per share for non-qualified stock options
granted under the 1987 Plan is determined by the Board of
Directors or the Committee and may not be less than 85% of the
fair market value of a share of Common Stock on the date of
granting the stock options. For purposes of the Plan, "fair
market value" is the average of the bid and asked prices for
Common Stock on the date of grant, as reported by a recognized
quotation service, or if there are no quotations on the grant
date, on the date nearest preceding on which quotations are
reported. In the absence of such quotations, or if the Common
Stock is not publicly traded, "fair market value" is determined
by the Board of Directors or the Committee. Modification of the
price at which options may be exercised is provided for as set
forth above under the caption "Securities Subject to the 1987
Plan."
Upon exercise, the option price is to be paid in full in
cash or, in the discretion of the Board of Directors or the
Committee, in Common Stock owned by the optionee having a fair
market value on date of exercise equal to the option price or
in any combination of cash and Common Stock.
Each non-qualified stock option and related stock
appreciation right granted under the 1987 Plan shall expire not
more than 10 years from the date the stock option is granted.
The Board of Directors or the Committee may in its discretion
provide that a stock option or stock appreciation right may not
be exercised in whole or in part for any period or periods of
time specified by the Board of Directors or the Committee. If
not immediately exercisable in full, the Board of Directors or
the Committee may accelerate the time at which a stock option
or stock appreciation right may be exercised.
Assignment--Termination of Employment--Death of Employee
A stock option or related stock appreciation right and any
benefits associated therewith may not be sold, pledged,
assigned or transferred by a participant or by any person
entitled to such benefits except by will or under the laws of
descent and distribution, and may not be subject to attachment
or other legal process of any nature. There is no provision in
the 1987 Plan under which any person has or may create a lien
on any funds, securities or other property held under the 1987
Plan.
If the employment of an optionee terminates at the
optionee's request or for gross misconduct at the Corporation's
request and in the Corporation's sole discretion, the
optionee's stock options and stock appreciation rights shall be
immediately forfeited. If the employment of an optionee
terminates other than at the optionee's request or for gross
misconduct, the optionee's stock options and stock appreciation
rights shall be exercisable to the extent they were exercisable
on such date for a period of 30 days from the date of
termination. If the employment of an optionee terminates by
reason of retirement at the normal retirement date under a
retirement or pension plan of the Corporation or a subsidiary
of the Corporation or if the optionee elects early retirement
at the Corporation's request prior to such normal retirement
date, the optionee's stock option and stock appreciation rights
may be exercised within 12 months of the optionee's normal
retirement date. If the employment of an optionee terminates
at the optionee's request prior the normal retirement date, the
optionee's stock option and stock appreciation rights shall be
forfeited on the early retirement date unless the Board of
Directors or Committee provides otherwise. If an optionee dies
while in the employment of the Corporation or within the period
after retirement during which the optionee could have exercised
his stock option and stock appreciation rights, the optionee's
estate, personal representative or beneficiary may exercise
such stock option and stock appreciation rights within 12
months from the date of death to the extent they were
exercisable immediately prior to the optionee's death.
Stock Appreciation Rights
In the discretion of the Board of Directors or the
Committee, any or all option holders may be given the right, at
any time during the option period, to surrender all or part of
their stock options and to receive directly from the
Corporation a payment equal to the appreciation that would have
been realized on the shares of Common Stock had the related
stock options been exercised and the acquired shares of Common
Stock been sold for their fair market value.
The amounts payable by the Corporation upon exercise of a
stock appreciation right may be paid in cash, in Common Stock
or in any combination of cash and Common Stock as the Board of
Directors or the Committee in its sole discretion shall
determine. In no event, however, shall the total number of
shares which may be received pursuant to a stock appreciation
right exceed the total number of shares subject to the related
stock option. The stock option to which a stock appreciation
right is related shall be used not more than once to calculate
the amount to be received pursuant to an exercise of such
right. The Board of Directors or the Committee may, in its
sole discretion, prohibit the exercise of stock appreciation
rights for such period or periods as it deems to be in the best
interest of the Corporation.
Restriction on Resales
In addition to the terms of the 1987 Plan and tax aspects of
participating in the 1987 Plan which may restrict or influence
the timing of transactions, there are certain restrictions on
resale of Common Stock imposed under federal securities laws.
Individuals who at the time may sell Common Stock acquired
under the 1987 Plan are deemed to be affiliates of the
Corporation may do so only pursuant to Rule 144 promulgated
under the Securities Act of 1933, as amended ( the "1933 Act"),
unless there exists an effective registration statement under
the 1933 Act covering resale of such Common Stock or unless
another exemption from registration from such resale is
available. Rule 144 imposes certain limitations on the amount
of shares that may be sold and the manner in which the shares
are sold, although the two-year holding period imposed by Rule
144 with respect to "restricted securities" does not apply to
any sale of Common Stock acquired pursuant to the Plan.
Employees participating in the 1987 Plan who are not affiliates
are not subject to the restrictions of Rule 144. Moreover,
participants in the 1987 Plan who are officers or directors
subject to Section 16(b) of the 1934 Act must recognize that
any purchase and sale (or deemed purchase and sale) at a profit
within six months may present a risk of liability under Section
16(b). In order to ensure compliance with these rules, an
officer or director subject to Section 16(b) should consult
with counsel prior to effecting any transactions involving the
purchase or sale (or the deemed purchase or sale) of Common
Stock.
Substitute Options and Rights with Respect to Acquired
Companies
Stock options and stock appreciation rights may be granted
under the 1987 Plan from time to time in substitution for stock
options and stock appreciation rights held by employees of
corporations who become or are about to become key employees of
the Corporation or a subsidiary of the Corporation as a result
of a merger or consolidation, or acquisition of assets or of
stock. The terms and conditions of the substitute stock option
or stock appreciation rights so granted may vary from the terms
and conditions set forth in the 1987 Plan to such extent as the
Board of Directors at the time of grant may deem appropriate to
conform, in whole or in part, to the provisions of the stock
options and stock appreciation rights in substitution for which
they are granted, subject to shareholder approval, when
applicable.
Effect of Merger or Acquisition
If the Corporation is the surviving or resulting corporation
in any merger, sale of assets or stock, consolidation or
corporate reorganization, any stock options or stock
appreciation rights granted under the 1987 Plan shall survive,
and the Board of Directors shall make such determinations and
adjustments as it deems necessary so as to substantially
preserve the rights and benefits of participants under the 1987
Plan. If the Corporation is not the surviving or resulting
corporation in any such transaction, the successor corporation
may, but shall not be required to, issue substitute stock
options and stock appreciation rights so as to substantially
preserve the rights and benefits of participants under the 1987
Plan.
Amendments
The Board of Directors may at any time and from time to time
alter, amend, suspend or terminate the 1987 Plan, except no
such action may be taken without stockholder approval which
materially increases the benefits to participants under the
1987 Plan, materially increases the number of shares to be
issued under the 1987 Plan, materially extends the period for
granting stock options and stock appreciation rights, or
materially modifies the requirements as to eligibility. In
addition, no such action may be taken, without the consent of
a participant to whom a stock option or stock appreciation
right shall have been granted, which adversely affects the
rights of such participant under the 1987 Plan, except as may
be required by statute, or rules and regulations promulgated
thereunder, or as permitted under the 1987 Plan.
FEDERAL INCOME TAX TREATMENT
The following is a summary of the advice of the
Corporation's counsel, Messrs. Piper & Marbury, regarding the
Federal income tax treatment of non-qualified stock options and
stock appreciation rights that may be granted under the 1987
Plan based upon the current provisions of the Internal Revenue
Code of 1986, as amended (the "Code"), and regulations
promulgated thereunder.
Non-Qualified Stock Options
The grant of non-qualified stock options and stock
appreciation rights will not result in tax consequences to the
Corporation or the Plan participants. An option holder who
exercises a non-qualified stock option under the 1987 Plan will
generally realize compensation taxable as ordinary income in an
amount equal to the difference between the option price and the
fair market value of the shares on the date of exercise. The
Corporation will withhold Federal and State income and
employment taxes due on this compensation from amounts
otherwise payable to the option holder. The option holder's
basis in such shares will be their fair market value on the
date of exercise, and when he disposes of the shares he will
generally recognize capital gain or loss, either long-term or
short-term, depending on the holding period of the shares.
Payment with Stock. Except as noted below, the exercise of
an option by the exchange of shares of Common Stock already
owned by the optionee will not result in any taxable gain or
loss on the unrealized appreciation of the shares so used. The
Internal Revenue Service has ruled that, if the option
exercised is a non-qualified option (i) a number of shares of
the stock received equal to the number of shares surrendered
will have the same basis as the shares surrendered, and (ii)
the remaining shares received will have a basis equal to their
fair market value on the date of exercise. For purposes of
determining whether shares have been held for the long-term
capital gain holding period, the holding period of shares
received will generally include the holding period of the
shares surrendered only if the shares received have the same
basis, in whole or in part, in the optionee's hands as the
shares surrendered.
Stock Appreciation Rights. A Plan participant who exercises
a stock appreciation right will realize compensation taxable as
ordinary income in an amount equal to the cash or the fair
market value of the shares received on the date of exercise.
The Corporation will withhold Federal and state income and
employment taxes due on this compensation from amounts
otherwise payable to the option holder.
If a Plan participant allows a stock appreciation right to
expire, otherwise than as a result of exercising the related
option, the Internal Revenue Service may contend that the Plan
participant has taxable income in the year of expiration equal
to the amount of cash or the fair value of stock which he would
have received if he had exercised his stock appreciation right
immediately before it expired.
Miscellaneous. Whenever shares of Common Stock are to be
delivered upon exercise of a non-qualified stock option or
stock appreciation right, the Corporation shall be entitled to
require as a condition of delivery the option holder remit an
amount sufficient to satisfy all Federal, state and other
governmental withholding tax requirements related thereto.
The foregoing is only a brief summary of the Federal income
tax treatment of non-qualified stock options and stock
appreciation rights under the 1987 Plan and does not purport to
be complete. Therefore, participants under the 1987 Plan are
advised to consult their own tax advisers for consideration of
the tax consequences of their particular situations.
<PAGE>
ITEM 2. REGISTRANT INFORMATION.
The Corporation hereby incorporates by reference into this
Prospectus the following documents which have been filed with
the Securities and Exchange Commission.
(a) The Corporation's latest Annual Report filed pursuant
to Section 13 or 15(d) of the 1934 Act.
(b) All other reports filed pursuant to Section 13 or 15(d)
of the 1934 Act since the end of the fiscal year covered by the
Annual Report referred to in paragraph (a) above.
(c) The description of Common Stock of the Corporation
contained in the Registration Statement on Form 8-B filed with
Securities & Exchange Commission on November 3, 1986.
All documents subsequently filed by the Corporation pursuant
to Sections 13, 14 and 15(d) of the 1934 Act subsequent to the
date of this prospectus and 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 this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in
any 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. The documents
required to be so modified or superseded shall not be deemed,
except as so modified and superseded, to constitute a part of
this Prospectus.
The Corporation will provide without charge to each person
to whom this Prospectus is delivered, on written or oral
request of any such person, a copy of any or all of the
foregoing documents incorporated herein by reference (other an
exhibits to such documents which are not specifically
incorporated by reference in such documents). Written requests
should be directed to: C. Scott Brannan, Controller, Danaher
Corporation, 1250 24th Street, N.W., Suite 800, Washington, DC
20037 (Telephone 202-828-0850).
<PAGE>
PART II
INFORMATION NOT REQUIRED BY PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Danaher
Corporation (the "Corporation") with the Securities and
Exchange Commission and are incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993;
(b) All other reports filed by the Corporation pursuant to
Section 13 or 15(d) of the Securities Exchange Act of
1934 since December 31, 1993, including the
Corporation's Quarterly Report on Form 10-Q for the
quarters ended March 31, 1994; and June 30, 1994
(c) The description of the Corporation's Common Stock
contained in the Registration Statement.
In addition, all documents filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 subsequent to the filing of
this Registration Statement and 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 into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference shall be deemed to be modified
or superseded to the extent that a statement contained in any
other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such
prior statement. The documents required to be so modified or
superseded shall be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Directors and officers of the Corporation are indemnified
under Section 145 of the Delaware General Corporation Law,
under Article Ten of the Corporation's Certificate of
Incorporation and Article Eight of the Corporation's By-Laws.
The Corporation's Certificate of Incorporation and By-Laws
provide that the Corporation will indemnify its officers and
directors to the fullest extent permitted by Delaware law.
Delaware law permits indemnification of directors and officers
against expenses and certain other liabilities arising out of
legal actions brought or threatened against them for their
conduct on behalf of the Corporation, provided that each such
person acted in good faith and in a manner that he reasonably
believed was in the Corporation's best interests.
Indemnification
by the Corporation is available in a criminal action only if a
director or officer had no reasonable cause to believe that his
conduct was unlawful. The director or officer cannot be
indemnified in the case of an action by or in the right of the
Corporation (including shareholder derivative suits) unless the
director or officer successfully defends the action or
indemnification (limited to expenses) is ordered by a court.
Indemnification will be made by the Corporation only upon
the determination that indemnification of the director or
officer is proper in the circumstances because such individual
has met the applicable standard of conduct set forth under
Delaware law. Such determination will be made (1) by the Board
of Directors by a majority vote of a quorum consisting of
directors who were not parties to the action, suit or
proceeding, or (2), if such a quorum is not obtainable or, even
if obtainable, a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion, or (3) by
the stockholders of the Corporation.
As permitted by Delaware law, Article Ten of the
Corporation's Certificate of Incorporation eliminates a
director's liability to the Corporation or its stockholders for
monetary damages for breaches of the director's fiduciary duty,
provided that the director shall be liable to the extent
provided by law for breaches of the duty of loyalty to the
Corporation or its stockholders, for acts or omissions not in
good faith or involving intentional misconduct or a knowing
violation of law, for the payment of unlawful dividends or
unlawful stock repurchases or redemptions, or for transactions
in which the director received an improper personal benefit.
Insofar as indemnification for liabilities under the
Securities Act of 1933 may be permitted to directors, officers
or persons controlling the Corporation pursuant to the
foregoing provisions, the Corporation has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than the payment by the Corporation of
expenses incurred or paid by a director, officer or controlling
person of the Corporation in the successful defense of any
action, suit or proceeding) is asserted by such director, being
registered, the Corporation will, unless in the opinion
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 of 1933 and will be
governed by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-1<PAGE>
ITEM 8. EXHIBITS.
Exhibit
Number
5
24A
24B
25 <PAGE>
Description
Opinion of Piper & Marbury
Consent of Piper & Marbury (Contained in
Exhibit 5)
Consent of Arthur Andersen & Co.
Power of Attorney<PAGE>
Sequential
Page No.
ITEM 9. UNDERTAKINGS.
A. Rule 415 Offering.
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; (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 (1)(i) and
(1)(ii) do not apply if the registration statement is on Form
S-3 or Form S-8, and the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
II-2<PAGE>
(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.
B. Incorporation of Subsequent Exchange Act Documents.
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 Section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement related to the securities offered therein, and the
offering of such securities at the time shall be deemed to be
the initial bona fide offering thereof.
C. Securities and Exchange Commission Position on
Indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Corporation pursuant to the
foregoing provisions, or otherwise, the Corporation 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 Corporation of expenses incurred
or paid by a director, officer or controlling person of the
Corporation in the successful defense of any action, suit or
proceeding) is asserted by director, officer or controlling
person in connection with the securities being registered, the
Corporation 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.
II-3<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 the District of Columbia, on this 21st day of
July, 1994.
DANAHER CORPORATION
By /s/ George M. Sherman
George M. Sherman, President
and 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.
Principal Executive Officer:
/s/ George M. Sherman
George M. Sherman, President
and Chief Executive Officer
/s/ Patrick W. Allender
Patrick W. Allender, Senior
Vice President and Chief
Financial Officer
Chief Accounting Officer and
Controller:
/s/ C. Scott Brannan
C. Scott Brannan, Controller<PAGE>
July 21, 1994
July 21, 1994
July 21, 1994
A Majority of the Board of Directors:
Mortimer M. Caplin, Donald J. Ehrlich, George A. Kellner,
Walter G. Lohr, Jr., Mitchell P. Rales, Steven M. Rales, George
M. Sherman, A. Emmet Stephenson, Jr.
By: /s/ George M. Sherman July 21, 1994
George M. Sherman
For Himself and As Attorney-in-Fact
II-4<PAGE>
DANAHER CORPORATION
1987 STOCK OPTION PLAN
(as amended, May 17, 1994)
SECTION ONE. PURPOSE OF PLAN
The purpose of the Danaher Corporation 1987 Stock Option
Plan is to increase the ownership of Danaher Corporation Stock
by those key employees who contribute to the continued growth,
development and financial success of the Company and its
Subsidiaries, and to attract and retain such employees and
reward them for the Company's continued profitable performance.
This Plan shall consist of grants of Non-Qualified Stock
Options and Stock Appreciation Rights. This Plan is intended
to be in addition to the Company's existing employee benefit
plans and shall not affect any rights, responsibilities or
benefits granted under such plans.
SECTION TWO. DEFINITIONS
A. "Award" means, individually or collectively, Non-
Qualified Stock Options or Stock Appreciation Rights.
B. "Board" means the Board of Directors of the
Company.
C. "Code" means the Internal Revenue Code of 1986, as
amended. Reference in this Plan to any section of the Code
shall be deemed to include any amendments or successor
provisions to such section and any regulations promulgated
thereunder.
D. "Committee" means the Committee of the Board
referred to in Section Four, elected and designated from time
to time by the Board to administer the Plan.
E. "Company" means Danaher Corporation or any
successors as described in Section Twelve.
F. "Date of Disability" means the date on which a
Participant is classified as Disabled.
G. "Date of Grant" means the date on which the
granting of an Award is authorized by the Board or the
Committee or such later date as may be specified by the Board
or the Committee in such authorization.
H. "Disability" or "Disabled" means the
classification of a Participant as "disabled" pursuant to any
long term disability plan of the Company or a Subsidiary, or
any amendment or successor provision to such plan.
I. "Early Retirement" means the retirement of an
employee under a retirement or pension plan of the Company or
a Subsidiary prior to the Normal Retirement Date.
J. "Eligible Employee" means any person employed by
the Company or a Subsidiary on a regularly scheduled basis who
satisfies all of the requirements of Section Six.
K. If the Stock is listed on a national securities
exchange, "Fair Market Value" shall be determined on the basis
of the closing price of the Stock as of the Date of Grant on
the New York Stock Exchange or such other national securities
exchange as the Stock is then being<PAGE>
traded, or if the Stock is not traded on
such date, as of the date nearest preceding the Date of Grant. If the Stock
is not traded on a national securities exchange, "Fair Market Value"
shall be determined on the basis of the average of the bid and
asked prices for such Stock on the Date of Grant, as reported
by a recognized quotation service, or if there are no
quotations on the Date of Grant, on the date nearest preceding
on which quotations are reported. In the absence of such
quotations or if the Common Stock is not publicly traded, "Fair
Market Value"" shall be determined by the Board of Directors or
the Committee.
L. "Fiscal Quarter Date" means March 31, June 30,
September 30, or December 31 of any year, or such other dates
as the Company may, from time to time, elect as the end dates
of fiscal quarters of the Company.
M. "Insider" means an officer or director of the
Company within the meaning of Section 16 of the Securities
Exchange Act of 1934.
N. "Non-Qualified Stock Option" means an Option which
is not qualified under Section 422 of the Code granted under
Section Seven.
O. "Normal Retirement Date" is the normal retirement
date as described in the Company's or a Subsidiary's retirement
or pension plan.
P. "Participant" means an Eligible Employee who has
been granted an Award under this Plan.
Q. "Plan" means this Danaher Corporation 1987 Stock
Option Plan.
R. "Retirement" means retirement under a retirement
or pension plan of the Company or a Subsidiary on or after the
Normal Retirement Date.
S. "Stock" means the Common Stock of the Company
including authorized but unissued shares and shares held in the
treasury of the Company.
T. "Stock Option Agreement" means an agreement with
respect to Non-Qualified Stock Options and Stock Appreciation
Rights as described in Section Nine.
U. "Stock Appreciation Right" means an Award granted
under Section Eight.
V. "Subsidiary" means any corporation of which 20% or
more of its outstanding voting stock or voting power is
beneficially owned, directly or indirectly, by the Company.
W. "Termination" means resignation or discharge from
employment with the Company or any of its Subsidiaries except
in the event of death, Disability, Retirement, or Early
Retirement.
SECTION THREE. EFFECTIVE DATE, DURATION, AND
STOCKHOLDER APPROVAL.
A. Effective Date and Stockholder Approval. This
Plan shall be effective as of October 20, 1987.
B. Period for Grants of Awards. Awards may be made
as provided herein for a period of 10 years after October 20,
1987.
C. Termination. This Plan may be terminated as
provided in Section Thirteen, but shall continue in effect
until all matters relating to the payment of Awards and
administration of this Plan have been settled.
SECTION FOUR. ADMINISTRATION
This Plan shall be administered by a Committee designated
by the Board consisting of not less than two members of the
Board, none of whom, during the one year prior the membership
on the committee, or during such membership, have been or are
granted or awarded Awards under this Plan or pursuant to any
other plan of the Company or Subsidiary participation in which
would cause such person not to be a "disinterested person"
within the meaning of the Securities Exchange Act of 1934, as
amended. Except as otherwise provided by the Board or
hereunder, such Committee shall have all powers respecting this
Plan, including the sole power over the selection of officers
for participation and decisions concerning the pricing, timing
and amount of Awards granted hereunder. All questions of
interpretation and application of this Plan, or of the terms
and conditions pursuant to which Awards are granted, exercised
or forfeited under the provisions hereof, shall be subject to
the determination of the Board or the Committee, as the case
may be. Such determination shall be final and binding upon all
parties affected thereby.
SECTION FIVE. GRANT OF AWARDS AND LIMITATION OF NUMBER OF
SHARES
OF STOCK AWARDED.
The Board or the Committee may, from time to time, grant
Awards of Stock to one or more Eligible Employees; provided
that, (i) subject to any adjustment pursuant to Section Eleven
or Twelve, the aggregate number of shares of Stock subject to
Awards under this Plan may not exceed 1,800,000 shares; (ii) to
the extent that an Award lapses or the rights of the
Participant to whom it was granted terminate, any shares of the
Stock subject to such Award shall again be available for the
grant of an Award hereunder; (iii) shares ceasing to be subject
to an Award because of the exercise of a Non-Qualified Stock
Option and Stock Appreciation Right shall no longer be
available for the grant of an Award hereunder; and (iv) no
Eligible Employee shall receive an Award or Awards under this
Plan for, in the aggregate, more than 500,000 shares. In
determining the size of Awards, the Board or the Committee may
take into account a Participant's responsibility level,
performance, potential, cash compensation level, the Fair
Market Value of the Stock at the time of Awards and such other
considerations as it deems appropriate.
SECTION SIX. ELIGIBILITY.
Key employees of the Company and its Subsidiaries
(including officers or employees who are members of the Board,
but excluding directors who are not officers or employees) who,
in the opinion of the Board or the Committee, contribute to the
continued growth, development and financial success of the
Company or its Subsidiaries shall be eligible to be granted
Awards under this Plan. Subject to the provisions of this
Plan, the Board or the Committee shall from time to time select
from the Eligible Employees those to whom Awards shall be
granted and determine the size of the Awards. No officer or
other employee of the Company or its Subsidiaries shall have
any right to be granted an Award under this Plan.
SECTION SEVEN. NON-QUALIFIED STOCK OPTIONS.
A. Grants of Non-Qualified Stock Options. An Award
pursuant to this Section Seven shall be granted to a
Participant in the form of Non-Qualified Stock Options to
purchase Stock.
B. Limitations on Non-Qualified Stock Options. The
Committee may choose to grant a Participant Non-Qualified Stock
Options subject to guidelines adopted by the Board or the
Committee with respect to the timing and size of such Non-
Qualified Stock Options. In addition, the Board or the
Committee may in its discretion provide that an Option may not
be exercised in whole or in part for any period or periods
specified by the Board or the Committee. The right of a
Participant to exercise a Non-Qualified Stock Option shall be
cancelled if and to the extent that shares covered by such Non-
Qualified Stock Option are used to calculate amounts received
upon exercise of a related Stock Appreciation Right. In the
discretion of the Committee, the Company may agree to
repurchase Non-Qualified Stock Options for cash; provided,
however, that no Non-Qualified Stock Options shall be
repurchased by the Company from an Insider for cash within six
months of the date of any grant of an Award to the Insider
hereunder.
SECTION EIGHT. STOCK APPRECIATION RIGHTS
A. Grants of Stock Appreciation Rights. An Award
pursuant to this Section Eight may only be granted to a
Participant who has been granted a Non-Qualified Stock Option
pursuant to Section Seven. Each such Stock Appreciation Right
shall relate to a specific Option granted and may be granted
concurrently with the Non-Qualified Stock Option to which it
related or at any time prior to the exercise, termination or
expiration of such Non-Qualified Stock Option.
For the purposes of this Plan, the term "Stock
Appreciation Right" means the right to receive from the
Company, upon surrender of the Non-Qualified Stock Option or a
portion thereof without payment to the Company, an amount equal
to the Fair Market Value on the exercise date of the total
number of Shares for which the Stock Appreciation Right is
exercised, less the exercise price which the Participant would
have otherwise been required to pay upon purchase of the
relevant shares.
A Stock Appreciation Right shall be payable by the
Company upon exercise of such right in cash or Stock, or in any
combination thereof, as the Board or the Committee in its sole
discretion may determine.
B. Limitations on Stock Appreciation Rights. In no
event shall the total number of shares of Stock which may be
paid to the Participant pursuant to the exercise of a Stock
Appreciation Right exceed the total number of shares subject to
the related Non-Qualified Stock Option. the Board or the
Committee may fix, with respect to Stock Appreciation Rights
granted under this Plan, such waiting periods, exercise dates
or other limitations as it shall deem appropriate, except that
a Stock Appreciation Right shall only be exercisable during
such time as the related Non-Qualified Stock Option could be
exercised. In addition, the Board or the Committee may impose
a total prohibition on the exercise of Stock Appreciation
Rights for such period or periods as it, in its sole
discretion, deems to be in the best interest of the Company.
SECTION NINE. TERMS AND CONDITIONS OF STOCK OPTION
AGREEMENTS.
Non-Qualified Stock Options and Stock Appreciation Rights
shall be evidenced by Stock Option Agreements in such form as
the Board of the Committee shall, from time to time, approve.
Stock Appreciation Rights shall be evidenced by an agreement
incorporated in or amending the Stock Option Agreement to which
such rights relate. Such agreements shall comply with and be
subject to the following terms and conditions:
A. Medium of Payment. Upon exercise of the Non-
Qualified Stock Option, the Option price shall be payable
either (i) in United States dollars in cash or by certified
check, bank draft or money order payable to the order of the
Company, or (ii) in the discretion of the Board or the
Committee, through the delivery of shares of Stock with a Fair
Market Value equal to the total option price, or (iii) by a
combination of the methods described in (i) and (ii); provided,
however, that in the case of an Option price which is paid by
an Insider in whole or in part by the delivery of shares of
Stock, the Stock acquired in the exercise shall not be disposed
of by the Insider for a six-month period commencing on the date
on which the Insider acquired the Stock tendered in connection
with such exercise.
B. Number of Shares. The Stock Option Agreement
shall state the total number of shares to which it pertains.
C. Option Price. The option price shall be not less
than 85% of the Fair Market Value of the shares of Stock on the
date of the granting of the Option.
D. Term of Non-Qualified Stock Options and Stock
Appreciation Rights. Each Non-Qualified Stock Option and
related Stock Appreciation Right granted under this Plan shall
expire not more than 10 years from the date the Option is
granted.
E. Date of Exercise. Except for such limitations as
may be provided by the Board or the Committee in its discretion
pursuant to Sections Seven and Eight, any Option or Stock
Appreciation Right may be exercised in whole at any time or in
part from time to time during its term; provided, however, that
the exercise of a Stock Appreciation Right by an Insider
hereunder for cash shall be permitted only pursuant to an
election made during the period beginning on the third business
day following the date of release for publication by the
Company of quarterly and annual summary statements of sales and
earnings of the Company and ending on the twelfth business day
following such date.
F. Forfeiture or Exercise of Non-Qualified Stock
Option and Stock Appreciation Right. In the event a
Participant ceases employment with the Company prior to
exercise of the Participant's Non-Qualified Stock Option and
Stock Appreciation Right, such Non-Qualified Stock Option and
Stock Appreciation Right shall be forfeited and terminate or be
exercised as follows:
(i) Termination. If Termination is at the
Participant's request or for gross misconduct at the Company's
request and in the Company's sole discretion, the Participant's
Non-Qualified Stock Option and Stock Appreciation Right shall
be forfeited immediately. If Termination is for reasons other
than at the Participant's request or for gross misconduct at
the Company's request and in the Company's sole discretion, the
Participant's Non-Qualified Stock Option and Stock Appreciation
Right may thereafter be exercised for a period of 30 days from
the date of Termination to the extent to which they were
exercisable on the date of Termination.
(ii) Retirement. In the event of Retirement, the
Participant shall have the right, subject to the provisions of
Sections Nine and Fourteen, to exercise his Non-Qualified Stock
Option and Stock Appreciation Right within 12 months of the
Participant's Normal Retirement Date, or, if later, the date of
his or her retirement.
(iii) Early Retirement. If Early Retirement is at the
Participant's request, the Non-Qualified Stock Option and Stock
Appreciation Right shall be forfeited on the Early Retirement
Date unless the Committee in its discretion decides that the
Non-Qualified Stock Option and Stock Appreciation Right shall
be exercisable as if the Participant had maintained active
employment until the Normal Retirement Date. If Early
Retirement is at the Company's request, the Non-Qualified Stock
Option and Stock Appreciation Right shall be exercisable as if
the Participant had maintained active employment until the
Normal Retirement Date.
(iv) Disability. Upon a Participant's Disability, the
Participant's Non-Qualified Stock Option and Stock Appreciation
Right shall be exercisable as if the Participant had maintained
active employment until the Normal Retirement Date.
(v) Death. If the Participant shall die while in the
employment of the Company or within the period of time after
Retirement during which the Participant would have been
entitled to exercise his Non-Qualified Stock Option and Stock
Appreciation Right, the Participant's estate, personal
representative or beneficiary, whichever succeeds to the
Participant's rights under the Plan, shall have the right to
exercise such Non-Qualified Stock Option and Stock Appreciation
Right within 12 months from the date of the Participant's death
to the extent they were exercisable immediately prior to the
Participant's death.
G. Agreement as to Sale of Securities. If, at the time of
the exercise of any Non-Qualified Stock Option or Stock
Appreciation Right for shares of Stock, in the opinion of
counsel for the Company, it is necessary or desirable, in order
to comply with any applicable laws or regulations relating to
the sale of securities, that the Participant exercising the
Non-Qualified Stock Option or Stock Appreciation Right shall
agree to purchase the shares that are subject to the Non-
Qualified Stock Option or Stock Appreciation Right for
investment only and not with any present intention to resell
the same and that the Participant will dispose of such shares
only in compliance with such laws and regulations, the
Participant will, upon the request of the Company, execute and
deliver to the Company an agreement to such effect.
H. Other Provisions. Stock Option Agreements authorized
under this Plan may contain such other provisions not
inconsistent herewith as the Board or the Committee shall deem
advisable, including a provision to reacquire Options for cash.
SECTION TEN. GRANTS IN SUBSTITUTION FOR NON-QUALIFIED STOCK
OPTIONS AND STOCK APPRECIATION RIGHTS
GRANTED BY OTHER CORPORATIONS.
Awards may be granted under this Plan from time to time
in substitution for similar awards held by employees of
corporations who become or are about to become key employees of
the Company or a Subsidiary as the result of a merger or
consolidation of the employing corporation with the Company or
a Subsidiary, or the acquisition by the Company or a Subsidiary
of the assets of the employing corporation, or the acquisition
by the Company or a Subsidiary of 20% or more of the stock of
the employing corporation causing it to become a Subsidiary.
Subject to the procurement of the approval of the stockholders
of the Company as may be required for the Plan to satisfy the
requirements under Rule 16b-3 under the Securities Exchange of
1934, terms and conditions of the substitute Awards so granted
may vary from the terms and conditions set forth in this Plan
to such extent that the Board at the time of the grant may deem
appropriate to conform, in whole or in part, to the provisions
of the Non-Qualified Stock Options and Stock Appreciation
Rights in substitution for which they are granted.
SECTION ELEVEN. CHANGES IN CAPITAL STRUCTURE
In the event of any change in the number of issued shares
of Stock of the Company resulting from a subdivision or
consolidation of shares or other capital adjustment, or the
payment of a stock dividend or other increase or decrease in
such shares, then appropriate adjustments shall be made by the
Board or the Committee with respect to outstanding Awards and
pursuant to this Plan. Additions to Awards issued as a result
of any such change shall bear the same restrictions and carry
the same terms as the Award to which they relate.
In the event of a change in the Company's Stock which is
limited to a change in the designation thereof to "Capital
Stock" or other similar designation, or in the par value
thereof, or from par value to no par value, without increase or
decrease in the number of issued shares, the shares resulting
from any such change shall be deemed to be Stock within the
meaning of this Plan.
SECTION TWELVE. COMPANY SUCCESSORS.
In the event the Company shall be the surviving or
resulting corporation in any merger, sale of assets or stock,
consolidation, or corporate reorganization (including a
reorganization in which the holders of Stock receive securities
of another corporation), any Award granted hereunder shall
pertain to and apply to the securities to which a holder of
Stock would have been entitled. The Board shall make such
appropriate determinations and adjustment as it deems necessary
so as to substantially preserve the rights and benefits, both
as to number of shares and otherwise, of Participants under
this Plan.
In the event the Company shall not be the surviving or
resulting corporation in any merger, sale of assets or stock,
consolidation, or corporate reorganization (including a
reorganization in which the holders of Stock receive securities
of another corporation), the successor corporation may, but
shall not be required to, issue substitute awards so as to
substantially preserve the rights and benefits of Participants
under this Plan.
SECTION THIRTEEN. AMENDMENT OF PLAN.
The Board may at any time and from time to time alter,
amend, suspend or terminate this Plan in whole or in part,
except (i) no such action may be taken without stockholder
approval which materially increases the benefits accruing to
Participants hereunder, materially increases the number of
securities which may be issued pursuant to this Plan (except as
provided in Section Eleven), extends the period for granting
Awards hereunder or materially modifies the requirements as to
eligibility for Participation hereunder, and (ii) no such
action may be taken without the consent of the Participant to
whom any Award shall have been granted, which adversely affects
the rights of such Participant concerning such Award, except as
such termination or amendment of this Plan is required by
statute, or rules and regulations promulgated thereunder, or as
otherwise permitted hereunder.
SECTION FOURTEEN. MISCELLANEOUS PROVISIONS
A. Non-Transferability. No benefit provided
hereunder shall be subject to alienation or assignment by a
Participant (or by any person entitled to such benefit pursuant
to the terms of this Plan), nor shall it be subject to
attachment or other legal process of whatever nature. Any
attempted alienation, assignment or attachment shall be void
and of no effect whatsoever. Payment shall be made only into
the hands of the Participant entitled to receive the same or
into the hands of the Participant's authorized legal
representative. Deposit of any sum in any financial
institution to the credit of any Participant (or a person
entitled to such sum pursuant to the terms of this Plan) shall
constitute payment into the hands of that Participant (or such
person).
B. No Employment Right. Neither this Plan nor any
action taken hereunder shall be construed as giving any right
to be retained as an officer or employee of the Company or any
of its Subsidiaries.
C. Tax Withholding. Either the Company or a
Subsidiary, as appropriate, shall have the right to deduct from
the Awards paid any Federal, state, local,, or employment taxes
which it deems are required by law to be withheld with respect
to such payments. In the case of Awards paid in Stock, the
Participant receiving such Stock may be required to pay to the
Company or a Subsidiary an amount required to be withheld with
respect to such Stock. At the request of a Participant, or as
required by law, such sums required for the payment of any
estimated or accrued income tax liability may be withheld and
paid over to the governmental entity entitled to receive the
same.
D. Acceleration. Except as otherwise provided
hereunder, the Board or the Committee may in its discretion
accelerate the time at which a Non-Qualified Stock Option or
Stock Appreciation Right granted hereunder may be exercised;
provided, however, that in the event of any such acceleration
with respect to Non-Qualified Stock Options or Stock
Appreciation Right held by an insider, at least six months
shall elapse from the date of such acceleration and (i) in the
case of a Non-Qualified Stock Option, to the later of the date
of exercise of the Non-Qualified Stock Option or the
disposition of the Stock acquired by exercising the Non-
Qualified Stock Option, (ii) in the case of a Stock
Appreciation Right, the date of exercise of the Stock
Appreciation Right.
E. Fractional Shares. Any fractional shares
concerning Awards shall be eliminated at the time of payment or
payout by rounding down for fractions of less than one-half and
rounding up for fractions of equal to or more than one-half.
No cash settlements shall be made with respect to fractional
shares eliminated by rounding.
F. Government and Other Regulations. The obligation
of the Company to make Awards in Stock or otherwise shall be
subject to all applicable laws, rules, and regulations, and to
such approvals by any government agencies as may be required.
If Stock awarded hereunder may in certain circumstances be
exempt from registration under the Securities Act of 1933, the
Company may restrict its transfer in such manner as it deems
advisable to ensure such exempt status.
G. Indemnification. Each person who is or at any
time serves as a member of the Board or the Committee shall be
indemnified and held harmless by the Company against and from
(i) any loss, cost, liability, or expense that may be imposed
upon or reasonably incurred by such person in connection with
or resulting from any claim, action, suit or proceeding to
which such person may be a party or in which such person may be
involved by reason of any action or failure to act under this
Plan; and (ii) any and all amounts paid by such person in
satisfaction of judgment in any such action, suit, or
proceeding relating to this Plan. Each person covered by this
indemnification shall give the Company an opportunity, at its
own expense, to handle and defend the same before such person
undertakes to handle and defend it on such person's own behalf.
The foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which such persons
may be entitled under the charter or by-laws of the Company or
any of its Subsidiaries, as a matter of law, or otherwise, or
any power that the Company may have to indemnify such person or
hold such person harmless.
H. Reliance on Reports. Each member of the Board or
the Committee shall be fully justified in relying or acting in
good faith upon any report made by the independent public
accountants of the Company and its Subsidiaries, and upon any
other information furnished in connection with this Plan. In
no event shall any person who is or shall have been a member of
the Board be liable for any determination made or other action
taken or any omission to act in reliance upon any such report
or information, or for any action taken, including the
furnishing of information, or for any action taken, including
the furnishing of information, or failure to act, if in good
faith.
I. Governing Law. All matters relating to this Plan
or to Awards granted hereunder shall be governed by the laws of
the State of Delaware, without regard to the principles of
conflict of laws.
J. Relationship to Other Benefits. No payment under
this Plan shall be taken into account in determining any
benefits under any other pension, retirement, profit sharing or
group insurance plan of the Company or any Subsidiary.
K. Expenses. The expenses of implementing and
administering this Plan shall be borne by the Company and its
Subsidiaries.
L. Titles and Headings. The titles and headings of
the sections in this Plan are for convenience of reference
only, and in the event of any conflict, the text of this Plan,
rather than such titles, or headings, shall control.
EXHIBIT 5
July 21, 1994
Danaher Corporation
1250 24th Street, NW, Ste. 800
Washington, DC 20037
Gentlemen:
We have acted as counsel for Danaher Corporation (the "Corporation")
in connection with a registration statement on Form S-8 being filed with the
Securities and Exchange Commission (the "Registration Statement"), registering
500,00 shares of Common Stock (par value $.01 per share) of the Corporation
(the "Shares") for issuance and sale pursuant to the Danaher Corporation
1987 Stock Option Plan as amended May 17, 1994 (the "Plan")
We have examined the Corporation's charter, its bylaws, the
Registration Statement, the Plan and such records of the Corporation as we
have deemed to be necessary to render the opinion set forth herein.
Based on such examination, we are of the opinion that:
1. The Corporation is duly organized and validly existing
as a corporation in good standing under the laws of the State of Delaware.
2. The Shares have been duly authorized for issuance and when
sold, issued and paid for as contemplated in the Registration Statement and
the Plan, will have been validly issued and will be fully paid and
nonassessable shares of Common Stock of the Corporation under the laws of
the State of Delaware.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
use of our name therein.
Very truly yours,
PIPER & MARBURY
EXHIBIT 24B
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference 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 reference to our Firm
included in this registration statement.
ARTHUR ANDERSEN & CO.
July 21, 1994
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned Directors
of Danaher Corporation, a Delaware corporation (the "Corporation"), hereby
constitute and appoint George M. Sherman the true and lawful agent and
attorney-in-fact of the undersigned with full power and Statement of the
Corporation on Form S-8 to be filed with the Securities and Commission
under the Securities Act of 1933 and any amendment or supplements (including
post effect amendments) to such Registration Statement relating to the
Common Stock of the Corporation pursuant to the Employee Non-Qualified
Stock Option Plan and the 1987 Stock Option Plan. We hereby ratify and
confirm all acts taken by such agent and attorney-in-fact as herein authorized.
Date: July 21, 1994
/s/ MORTIMER M. CAPLIN
Mortimer M. Caplin
/s/ DONALD J. ENRLICH
Donald J. Enrlich
/s/ WALTER G. LOHR, JR.
Walter G. Lohr, Jr.
/s/ MITCHELL P. RALES
Mitchell P. Rales
/s/ STEVEN M. RALES
Steven M. Rales
/s/ A. EMMET STEPHENSON,JR.
A. Emmet Stephenson, Jr.
