. As filed with the Securities and Exchange Commission on
October 24, 1996
Registration No. 333- . . . . . .
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
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 number)
1250 24th Street, N.W., Suite 800
Washington, D.C. 20037
(Address of Principal Executive Offices)
NON-QUALIFIED STOCK OPTION AGREEMENT
PATRICK W. ALLENDER
Senior Vice President and Chief Financial Officer
Danaher Corporation
1250 24th Street, N.W., Suite 800
Washington, D.C. 20037
(202) 828-0850
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities To Be Offering Price Aggregate Registration
To Be Registered Registered Per Share Offering Price Fee
Shares of Common Stock
(par value $.01
per share) . . . . .400,000(1) $6.375(1) $2,550,000.00(1) $772.73(1)
(1) In accordance with Rule 457(h)(1), the aggregate offering price and the
amount of the registration fee are computed on the basis of the actual
exercise price specified in the granted options.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I
will be sent or given to the employee as specified by Rule
428(b)(1). In accordance with the instructions to Part I of Form
S-8, such documents will not be filed with the Commission either
as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424.
<PAGE>
PROSPECTUS
400,000 Shares
DANAHER CORPORATION
Common Stock
This Prospectus relates to the reoffer and resale by
a control person (the "Selling Shareholder") of 400,000
shares (the "Shares") of Common Stock, $.01 par value
(the "Common Stock"), of Danaher Corporation, a Delaware
corporation (the "Company"), that may be issued by the
Company to the Selling Stockholder upon the exercise of
outstanding stock options granted pursuant to the Non-
Qualified Stock Option Agreement dated February 7, 1990
between the Selling Stockholder and the Company (the
"Plan"). The issuance of Shares, from time to time,
pursuant to the exercise of the stock options granted by
the Company under the Plan to the Selling Shareholder is
registered under the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to a registration
statement, of which this Prospectus forms a part. The
Shares may be reoffered and resold for the account of the
Selling Shareholder, from time to time, pursuant to this
Prospectus. The Company will not receive any of the
proceeds from the reoffer and resale of the Shares.
The Selling Shareholder has advised the Company that
the resale of his Shares may be effected from time to
time on the New York Stock Exchange ("NYSE"), or in
negotiated transactions, or a combination of such methods
of sale, at fixed prices which may be changed, at market
prices prevailing at the time of sale, at prices related
to such prevailing market prices, or at negotiated
prices. See "Plan of Distribution". The Company will
bear all expenses in connection with the preparation of
this Prospectus.
The Common Stock of the Company is traded on the
NYSE under the symbol "DHR". On October 24, 1996, the
last reported sale price of the Common Stock, as reported
on the NYSE, was $41.50.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION NOR HAS THE 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 October 24, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith
files reports, proxy statements and other information
with the Securities and Exchange Commission ("SEC").
Such reports, proxy statements and other information
filed by the Company may be inspected and copied at the
Public Reference Section of the SEC located at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at
regional public reference facilities maintained by the
SEC located at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and at 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such
material can be obtained from the Public Reference
Section of the SEC by mail at prescribed rates. Requests
should be directed to the SEC's Public Reference Section,
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such reports, proxy statements
and other information may also be inspected at the
offices of the New York Stock Exchange, 20 Broad Street,
New York, New York 10005 and the Pacific Stock Exchange
Incorporated, 115 Sansone Street, Suite 1104, San
Francisco, California 94104.
The Company has filed with the SEC a Registration
Statement on Form S-8 (together with all amendments and
exhibits thereto, "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities
Act"), covering the securities offered hereby. This
Prospectus, which constitutes a part of the Registration
Statement, does not contain all of the information set
forth in the Registration Statement, certain parts of
which are omitted from this Prospectus in accordance with
the rules and regulations of the SEC. For further
information, reference is made to the Registration
Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with
the SEC are hereby incorporated by reference into this
Prospectus:
(a) The Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995;
(b) All other reports filed by the Company
pursuant to Section 13 or 15(d) of the Securities
and Exchange Act of 1934 since December 31, 1995,
including the Corporation's Quarterly Report on Form
10-Q for the quarters ended March 29, 1996; June 28,
1996; and September 27, 1996;
(c) The description of the Company's Common
Stock contained in the Registration Statement on
Form 8-B filed with the Securities and Exchange
Commission on November 3, 1986;
(d) The Registration Statements, on Form S-8,
dated April 29, 1988 (File No. 33-21618); dated
December 4, 1989 (File No. 33-32402); dated July 23,
1992 (File No. 33-49864); dated July 21, 1994 (File
No. 33-54669) and dated July 17, 1996 (File No. 333-
08361); and
(e) The Company's Current Reports filed on
Form 8-K filed April 23, 1996, April 25, 1996, July
2, 1996 and October 16, 1996.
Any statement contained herein or 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 documents which also is or is deemed to be
incorporated by reference herein or in any prospectus
supplement 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.
To the extent that any proxy statement is
incorporated by reference herein, such incorporation
shall not include any information contained in such proxy
statement that is not, pursuant to the SEC's rules,
deemed to be "filed" with the SEC or subject to the
liabilities of Section 18 of the Exchange Act.
The Company will furnish without charge upon written
or oral request to each person to whom a copy of this
Prospectus is delivered a copy of any or all of the
documents specifically incorporated herein by reference,
other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference
therein). Requests should be addressed to: Danaher
Corporation, 1250 24th Street, N.W., Washington, D.C.
20037, Attention: Controller, telephone number 202-828-
0850.
____________________________________
No dealer, broker, salesman or other person has been
authorized to give any information or to make any
representations other than those contained in this
Prospectus in connection with any offer made hereby, and,
if given or made, such information or representations
must not be relied upon as having been authorized by the
Company or the Selling Stockholder.
____________________________________
This Prospectus does not constitute an offer to
sell, or a solicitation of any offer to buy, the Shares
that may be offered hereby to any person in any state or
other jurisdiction in which such offer or solicitation is
unlawful.
____________________________________
The delivery of this Prospectus at any time does not
imply that information contained herein is correct as of
any time subsequent to its date.<PAGE>
THE COMPANY
Danaher Corporation ("Danaher" or the "Company")
conducts its operations through two business segments:
Tools and Components, and Process/Environmental Controls.
In its Tools and Components segment, Danaher produces and
distributes general purpose mechanics' hand tools and
automotive specialty tools, as well as tool boxes and
storage devices, diesel engine retarders, wheel service
equipment, drill chucks, custom designed headed tools and
components, hardware and components for the power
generation and transmission industries, precision socket
screws, fasteners and miniature precision parts. This
segment is comprised of Danaher Hand Tool Group
(including Special Markets and Professional Tool
Division, which includes Armstrong Tools, Inc., a
manufacturer and marketer of industrial hand tools),
Matco Tools, Jacobs Chuck Manufacturing Company, Iseli
Company, Delta Consolidated Industries, Jacobs Vehicle
Equipment Company, Hennessy Industries and the hardware
and electrical apparatus lines of Joslyn Manufacturing
Company. The Company is the principal manufacturer of
Sears, Roebuck and Co.'s Craftsman line of tools and is a
primary supplier of specialized automotive service tools
to the National Automotive Parts Association.
In its Process/Environmental Controls segment, the
Company produces and sells underground storage tank leak
detection systems and temperature level and position
sensing devices, power switches and controls,
communication line products, power protection products,
liquid flow measuring devices and electronic and
mechanical counting and controlling devices and
communication products. This segment is comprised of the
Veeder-Root Company, Danaher Controls, Partlow/Anderson
Instruments, Gulton Industries-Graphic Instruments, West
Instruments, Ltd., QualiTROL Corporation, A.L. Hyde
Company, Hengstler, the controls product line business
units of Joslyn Manufacturing Corporation and the
communication products of Namco Controls Corporation, M&M
Precision Systems Corporation, TxPort, Inc. and
Communications Technology Corporation (which were
acquired in July, 1996).
The Company's principal executive offices are
located at 1250 24th Street, N.W., Washington, D.C. 20037
and its telephone number is (202) 828-0850.
USE OF PROCEEDS
The Company will receive the exercise price of the
stock options when exercised by the Selling Shareholder.
Such proceeds will be used for working capital purposes
by the Company. The Company will not receive any of the
proceeds from the reoffer and resale of the Shares by the
Sellers Stockholders.
SELLING SHAREHOLDER
The 400,000 Shares subject to this offering may be
offered hereunder from time to time by George M. Sherman,
the Selling Shareholder, so long as the Registration
Statement of which this Prospectus forms a part remains
effective. These Shares are issuable upon exercise of
currently exercisable options held by the Selling
Shareholder under the Plan. Prior to this offering, Mr.
Sherman held 1,424,000 shares of Company Common Stock. (1)
(1) Mr. Sherman has the option to acquire 1,240,000
shares of Company Common Stock. All shares are
issuable upon exercise of outstanding options with
fixed option prices. Included in Mr. Sherman's
holdings are 3,000 shares held by Sherman Investors
Limited Partnership, a partnership for the benefit
of Mr. Sherman's family. Mr. Sherman controls the
general partner.
<PAGE>
PLAN OF DISTRIBUTION
It is anticipated that if and when the Selling
Shareholder exercises his stock options, the Shares to
which those stock options relate maybe offered by the
Selling Shareholder from time to time in the open market,
either directly or through brokers or agents, or in
privately negotiated transactions. The Selling
Shareholder has advised the Company that he is not a
party to any agreements, arrangements or understandings
as to any sales at this time.
LEGAL OPINION
The validity of the shares of Common Stock offered
hereby has been passed upon for the Company by Wilmer,
Cutler & Pickering, Washington, D.C.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Danaher Corporation
(the "Corporation") with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995;
(b) All other reports filed by the Corporation
pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 since December 31, 1995, including
the Corporation's Quarterly Report on Form 10-Q for the
quarters ended March 29, 1996; June 28, 1996; and
September 27, 1996.
(c) The description of the Corporation's Common
Stock contained in the Registration Statement on Form 8-B
filed with the Securities and Exchange Commission on
November 3, 1986;
(d) The Registration Statements, on Form S-8, dated
April 29, 1988 (File No. 33-21618); dated December 5,
1989 (File No. 33-32402); dated July 23, 1992 (File No.
33-49864); dated July 21, 1994 (File No. 33-54669) and
dated July 17, 1996 (File No. 333-08361); and
(e) The Company's Current Reports filed on Form 8-K
filed April 23, 1996, April 25, 1996, July 2, 1996 and
October 16, 1996.
In addition, all reports and other documents filed
by the Company after the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-
effective amendment that indicates that all securities
offered have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Incorporated by reference to Form S-8 of the
Corporation dated July 21, 1994 (File No. 33-54669).
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the Exhibit Index
Item 9. Undertakings
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;
except, in the case of phrases (i) and (ii), to the
extent the information required 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 herein by
reference.
(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.
(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.
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 (and, where
applicable, each filing of an employee benefit plan's
annual report pursuant to 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 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.
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 provisions set forth in
Item 6, 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, suit or proceeding) is
asserted by such director, officer or controlling person
in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question
whether such indemnification by it is against public
policy as expressed in the Act and will be governed by
the final adjudication of such issue.
<PAGE>
Exhibit Index
Exhibit Description Sequential
Number Page No.
4 Non-Qualified Stock Option Agreement 13
dated February 7, 1990
5 Opinion of Wilmer, Cutler & Pickering 19
24A Consent of Wilmer, Cutler & Pickering
(contained in Exhibit 5)
24B Consent of Arthur Andersen LLP 21
25 Power of Attorney 22<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 24th day of October, 1996.
DANAHER CORPORATION
By /s/ Patrick W. Allender
Patrick W. Allender,
Senior Vice President
and Chief Financial 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 October 24, 1996
George M. Sherman
President and Chief Executive Officer
/s/ Patrick W. Allender October 24, 1996
Patrick W. Allender
Senior Vice President and Chief Financial Officer
Chief Accounting Officer and Controller:
/s/ C. Scott Brannan October 24, 1996
C. Scott Brannan
Controller
<PAGE>
A Majority of the Board of Directors:
Mortimer M. Caplin, Donald J. Ehrlich, Walter G. Lohr,
Jr., Mitchell P. Rales, Steven M. Rales, George M.
Sherman, A. Emmet Stephenson, Jr.
/s/ Patrick W. Allender October 24, 1996
Patrick W. Allender
As Attorney-in-Fact
<PAGE>
EXHIBIT 4
NON-QUALIFIED STOCK OPTION AGREEMENT
pursuant to the
EMPLOYMENT AGREEMENT
DATED JANUARY 2, 1990
AGREEMENT, dated this 7th day of February, 1990,
between Danaher Corporation ("Danaher"), and George M.
Sherman (the "Optionee").
WHEREAS, the Optionee is now in the employ of
Danaher in a key capacity and Danaher desires to have the
Optionee remain in such employ and to afford the Optionee
the opportunity to acquire or enlarge the Optionee's
stock ownership in Danaher so that the Optionee may have
a direct proprietary interest in Danaher's success; and
NOW THEREFORE, in consideration of the premises and
of the mutual covenants and agreements hereinafter set
forth, the parties hereto hereby mutually covenant and
agree as follows:
1. Employee's Agreement.
The Optionee agrees to remain in the employ of
Danaher in accordance with the employment agreement dated
January 2, 1990.
2. Grant of Option.
Subject to the terms and conditions set forth
herein, Danaher hereby grants to the Optionee during the
period commencing today and ending at the close of
business ten years from the date hereof (the "Option
Period"), the option to purchase from Danaher at a price
of $12.75 per share, 500,000 shares of Danaher's Common
Stock.
3. Exercise of Option.
166,667 February 7, 1990
166,667 February 7, 1992
166,666 February 7, 1993
4. Method of Exercising Option and Payment of
Option Price.
(a) The option hereby granted shall be exercised by
the Optionee by delivering to the Secretary of Danaher,
from time to time, on any business day during the option
Period (the "Exercise Date"), written notice specifying
the number of shares the Optionee then desires to
purchase (the "Notice"), and either (i) cash, certified
check, bank draft or postal or express money order to the
order of Danaher for an amount in United States dollars
equal to the option price for the number of shares
specified in the Notice (the "Total Option Price"), such
payment to be delivered with the Notice, or (ii) in the
discretion of the Board or the Committee, shares of
Common Stock of Danaher with a value (determined in
accordance with subparagraph (d) below) equal to or less
than the Total Option Price plus cash, certified check,
bank draft or postal or express money order to the order
of Danaher for an amount in United States dollars equal
to the amount, if any, by which the Total Option Price
exceeds the value of such shares of Danaher's Stock
(determined in accordance with subparagraph (d) below).
Such shares and cash shall be delivered to the Secretary
of Danaher not later than the end of the first business
day after the Exercise Date. In the case of payment in
shares, such payment shall be made by delivery of the
necessary share certificates, with executed stock powers
attached, to the Secretary of Danaher. If the Optionee
pays the Total Option Price pursuant to clause (ii)
above, then the Notice shall state that the Optionee
acknowledges that payment of the Total Option Price is
his absolute and personal liability enforceable by
Danaher against him or his estate.
(b) The Notice shall also state the following:
I hereby represent and warrant
that I am purchasing said shares
solely with a view to bona fide
investment for my own individual
account and not with any present
intention to resell the same. I
further represent and warrant that I
will dispose of said shares only in
compliance with the applicable laws
or regulations relating to the sale
of securities.
(c) Within five business days after the Exercise
Date, Danaher shall, subject to the receipt of
withholding tax, if any, issue to the Optionee the number
of shares with respect to which such option shall be so
exercised, and shall deliver to the Optionee a
certificate (or certificates) therefor.
(d) For purposes of this paragraph 4, the value of
shares of Common Stock tendered to exercise an option
shall be the closing price of such shares of Common Stock
on the stock exchange on which the shares are registered,
if the shares are not registered with any stock exchange,
then the average between the closing bid and asked prices
of such shares of Common Stock an the NASDAQ System, on
the Exercise Date or as otherwise determined by the Board
or the Committee.
(e) In the event of hardship determined in the sole
discretion or the Board, Danaher may in lieu of requiring
the exercise of an option and the payment of the Total
Option Price, authorize the payment of cash to the
Optionee in an amount equal to the market value of shares
of Common Stock subject to an option less the option
price in exchange for the cancellation of the option.
(f) In the event the Optionee could be subject to
liability under Section 16(b) of the Securities Exchange
Act of 1934, if the Optionee makes an election in a
timely manner under Section 83(b) of the Code (as that
term is defined in the Plan) to recognize income for tax
purposes when the option granted hereby is first
exercised, the Optionee shall notify Danaher within 10
days of making such election.
5. Termination.
The Option granted hereby shall terminate and be of
no force or effect upon the expiration of 10 years from
the date of this Agreement unless terminated prior to
such time as provided below.
In the event the optionee ceases employment with
Danaher or a Subsidiary, such Optionee's option shall
terminate or be exercisable as defined in the Employment
Agreement dated January 2, 1990.
6. Optionee.
Whenever the word "Optionee" is used in any
provision of this Agreement under circumstances where the
provision should logically be construed to apply to the
estate, personal representative, or beneficiary to whom
this option may be transferred by will or by the laws of
descent and distribution, it shall be deemed to include
such person.
7. Assignability.
Except as otherwise provided herein, this option is
not transferable by the Optionee otherwise than by will
or the laws of descent and distribution and is
exercisable during optionee's lifetime only by him. No
assignment or transfer of this option, or of the rights
represented thereby, whether voluntary or involuntary, by
operation of law or otherwise, except by will or laws of
descent and distribution, shall vest in the assignee or
transferee any interest or right herein whatsoever, but
immediately upon any attempt to assign or transfer this
option the same shall terminate and be of no force or
effect.
8. Rights of a Stockholder.
The Optionee shall not be deemed for any purpose to
be a stockholder of Danaher with respect to any shares as
to which this option shall not have been exercised and
payment and issue made as herein provided.
9. The Corporation's Rights.
The existence of this option shall not affect in any
way the right or power of Danaher or its stockholders to
make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in
Danaher's capital structure or its business, or any
merger or consolidation of Danaher, or any issue of
bonds, debentures, preferred or other stocks with
preference ahead of or convertible into, or otherwise
affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of Danaher, or any sale or
transfer of all or any part of its assets or business, or
any other corporate act or proceeding, whether of a
similar character or otherwise.
10. Recapitalization.
In the event of any change in the number of issued
shares of Common Stock of Danaher 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 this option. Additions to this option
issued as a result of any such change shall bear the same
restrictions and carry the same terms as the option
granted hereby.
11. Merger and Consolidation.
In the event Danaher 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
Common Stock receive securities of another corporation),
this option shall pertain to and apply to the securities
to which a holder of Common Stock would have been
entitled. The Board shall make such appropriate
determinations and adjustments as it deems necessary so
as to substantially preserve the rights and benefits,
both as to number of shares and otherwise, of the
Optionee under this Agreement.
In the event Danaher shall not be the surviving
corporation in any merger, sale of assets or stock
consolidation, or corporate reorganization (including a
reorganization in which the holders of Common Stock
receive securities of another corporation), the successor
corporation may, but shall not be required to, issue
substitute options so as to substantially preserve the
rights and benefits of the Optionee under this Agreement.
12. Preemption of Applicable Laws or Regulations.
Anything in this Agreement to the contrary
notwithstanding, if, at any time specified herein for the
issue of shares of Common Stock to the Optionee, any law,
regulation or requirements of any governmental authority
having jurisdiction shall require either Danaher or the
Optionee to take any action prior to or in connection
with the shares of Common Stock then to be issued, sold
or repurchased, the issue, sale or repurchase of such
shares shall be deferred until such action shall have
been taken.
13. Notice.
Any notice which either party hereto may be required
or permitted to give to the other shall be in writing,
and may be delivered personally or by mail, postage
prepaid, addressed as follows: to Danaher at 1250 24th
Street, N.W., Suite 800, Washington, D.C. 20037
(Attention: Office of the Secretary), or at such other
address as Danaher, by notice to the Optionee, may
designate in writing from time to time; to the Optionee,
at his address as shown an the records of Danaher, or at
such other address as the Optionee, by notice to the
Secretary of Danaher, may designate in writing from time
to time.
14. Tax Withholding.
Either Danaher or a Subsidiary, as appropriate,
shall have the right to deduct from any payment hereunder
any Federal, state, local, or employment taxes which it
deems are required by law to be withheld. At the request
of the Optionee, or as required by law, such sums as may
be 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.
15. Fractional shares.
Any fractional shares concerning this option shall
be eliminated at the time of exercise 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.
16. Governing Law.
All matters relating to this Agreement shall be
governed by the laws of the State of Delaware, without
regard to the principles of conflict of laws.
17. Construction.
This Agreement has been entered into in accordance
with the terms of the Employment Agreement, and wherever
a conflict may arise between the terms of this Agreement
and the terms of the Employment Agreement, the terms of
the Employment Agreement shall control.
IN WITNESS WHEREOF, Danaher has caused this
Agreement to be executed by its duly authorized officer,
and the Optionee has hereunto set his hand and seal, all
an the day and year first above written.
DANAHER CORPORATION:
By /s/ C. Scott Brannan
C. Scott Brannan
THE OPTIONEE:
/s/ George M. Sherman (L.S.)
George M. Sherman
<PAGE>
EXHIBIT 5
October 24, 1996
Danaher Corporation
1250 24th Street, N.W., Suite 800
Washington, D.C. 20037
Re: Non-Qualified Stock Option Agreement
Ladies and Gentlemen:
We have acted as counsel to Danaher Corporation, a
Delaware corporation (the "Corporation"), in connection
with the preparation by the Company of a Registration
Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, for the
registration of 400,000 shares of Common Stock, $.01 par
value per share (the "Shares") of the Corporation
issuable pursuant to the Non-Qualified Stock Option
Agreement between George M. Sherman and the Corporation
dated February 7, 1990 (the "Plan").
For purposes of this opinion, we have examined
copies of the following documents:
1. An executed copy of the Form S-8;
2. A copy of the Plan, as certified on October 24,
1996 by the Secretary of the Company as then
being complete, accurate and in effect;
3. A copy of the Certificate of Incorporation, as
amended, as certified on October 24, 1996 by
the Secretary of the Company as then being
complete, accurate and in effect;
4. A copy of the Bylaws of the Company, as
certified on October 24, 1996 by the Secretary
of the Company as then being complete, accurate
and in effect;
5. A certificate of the Secretary of the Company,
dated October 24, 1996.
In our examination of the aforesaid documents, we
have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all
documents submitted to us as originals, and the
conformity with the original documents of all documents
submitted to us as certified, telecopied, photostatic, or
reproduced copies. We have assumed the accuracy of the
foregoing certifications, on which we are relying, and
have made no independent investigation thereof.
We are members of the Bars of the District of
Columbia and Maryland and do not hold ourselves out as
being experts in the law of any other state. This
opinion is limited to the laws of the United States and
the General Corporation Law of Maryland. Our opinion is
rendered only with respect to the laws and the rules,
regulations and orders thereunder that are currently in
effect.
Based upon, subject to, and limited by the
foregoing, we are of the opinion that:
1. The issuance of the Shares upon the exercise of
options, when issued in accordance with the
terms of the Plan, has been lawfully and duly
authorized; and
2. When the Shares have been issued and delivered
in accordance with the terms of the Plan, the
Shares will be legally issued, fully paid and
nonassessable.
We assume no obligation to advise you of any changes
in the foregoing subsequent to the delivery of this
opinion. This opinion has been prepared solely for your
use in connection with the filing of the Form S-8 on
October 24, 1996, and should not be quoted in whole or in
part or otherwise be referred to, nor otherwise be filed
with or furnished to any governmental agency or other
person or entity, without our express prior written
consent.
We hereby consent to the filing of this opinion as
an exhibit to the Form S-8. Nothing herein shall be
construed to cause us to be considered "experts" within
the meaning of Section 11 of the Securities Act of 1933,
as amended.
Sincerely,
WILMER, CUTLER & PICKERING
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 26, 1996, included
or incorporated by reference in Danaher Corporation's
Form 10-K for the year ended December 31, 1995, and to
all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
October 24, 1996
<PAGE>
EXHIBIT 25
POWER OF ATTORNEY
Each person whose signature appears below
constitutes and appoints Patrick W. Allender and C. Scott
Brannan, and each of them, with full power of
substitution and resubstitution and each with full power
to act without the other, his true and lawful attorney-
in-fact and agent, for him and in his name, place and
stead, in any and all capacities, to sign this
Registration Statement on Form S-8 relating to the
purchase of shares of Danaher Corporation common stock
pursuant to the Non-Qualified Stock Option Agreement
between George M. Sherman and Danaher Corporation dated
February 7, 1990, and any and all amendments (including
post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits
thereto, and all other documents in connection therewith,
with the Securities and Exchange Commission or any state,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their, or his substitutes
or substitute, may lawfully do or cause to be done by
virtue hereof.
Date: October 24, 1996
/s/ Mortimer M. Caplin
Mortimer M. Caplin
/s/ Donald J. Ehrlich
Donald J. Ehrlich
/s/ Walter G. Lohr, Jr.
Walter G. Lohr, Jr.
/s/ Mitchell P. Rales
Mitchell P. Rales
/s/ Steven M. Rales
Steven M. Rales
/s/ George M. Sherman
George M. Sherman
/s/ A. Emmet Stephenson, Jr.
A. Emmet Stephenson, Jr.
