As filed with the Securities and Exchange Commission on July 17,
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
(State or other jurisdiction of
incorporation or organization)
59-1995548
(I.R.S. employer
identification number)
1250 24th Street, N.W. , Suite 800
Washington, D.C. 20037
(Address of Principal Executive Offices)
DANAHER CORPORATION 1987 STOCK OPTION PLAN
(As Amended, May 15, 1996)
GEORGE M. SHERMAN
President and Chief Executive 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
Title of Securities
To Be Registered
Amount
To Be
Registered
Proposed
Maximum
Offering
Price
Per Share
Proposed
Maximum
Aggregate
Offering
Price
Amount of
Registration
Fee
Shares of Common Stock
(par value $.01 per
share). . . . . . . . . . . . . . . . . . . . . . . . . . .
1,400,00
0(1)
$36.125
(2)
$50,575,00
0(2)
$15,804.69(
2)
Options with respect to
the foregoing shares of
Common Stock. . . . . . . . . . . . . . . . . . . . . . . .
1,400,00
0
NA
NA
NA
Stock Appreciation
Rights based on the
foregoing shares of
Common Stock. . . . . . . . . . . . . . . . . . . . . . . .
1,400,00
0
NA
NA
NA
(1) The offering made herein relates to 1,400,000 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 15, 1996).
(2) 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 16,
1996 as reported in The Wall Street Journal (Eastern
Edition) on July 17, 1996.
INFORMATION REQUIRED BY GENERAL INSTRUCTION E
In accordance with General Instruction E, Danaher
Corporation (the Corporation ) submits the following information
with respect to the registration of 1,400,000 shares of additional
securities:
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by 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, 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; and
June 28, 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; and
(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); and dated July
21, 1994 (File No. 33-54669).
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 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
in this Registration Statement 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 Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. 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 Registration
Statement.
INFORMATION REQUIRED IN THE NEW REGISTRATION STATEMENT THAT
IS NOT IN THE EARLIER REGISTRATION STATEMENTS
1987 STOCK OPTION PLAN
The Danaher Corporation 1987 Stock Option Plan (the 1987
Plan ) was adopted by the Board of Directors on September 21,
1987. It was approved by the shareholders of the Corporation on
October 20, 1987. The Board of Directors and the shareholders
have approved amendments to the 1987 Plan and have increased the
number of shares available for award from 500,000 to 3,600,000
shares. On March 12, 1996, the Board of Directors approved an
amendment to the 1987 Plan to increase the number of shares
available for award from 3,600,000 to 5,000,000 shares; to extend
the period for the award of stock options or stock appreciation
rights to February 23, 2006; and to increase the number of shares
that may be issued to any individual with respect to awards made
under the Plan from 500,000 to 1,000,000 shares. On May 15, 1996,
the shareholders of the Corporation approved this amendment.
Securities Subject to the 1987 Plan
The Danaher Corporation 1987 Stock Option Plan provides for
the grant of options to purchase up to 5,000,000 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 1987 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.
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 1987 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 not quotations on the grant
date, on the date nearest proceeding 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.
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.
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.
REQUIRED OPINIONS AND CONSENTS
Exhibit Description Sequential
Number Page No.
5 Opinion of Wilmer, Cutler & Pickering
24A Consent of Wilmer, Cutler & Pickering
(contained in Exhibit 5)
24B Consent of Arthur Andersen LLP
25 Power of Attorney
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 17 day of July, 1996.
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 July 17, 1996
George M. Sherman, President
and Chief Executive Officer
/s/ Patrick W. Allender July 17, 1996
Patrick W. Allender, Senior Vice
President and Chief Financial Officer
Chief Accounting Officer and Controller:
/s/ C. Scott Brannan July 17, 1996
C. Scott Brannan, Controller
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.
By: /s/ C. Scott Brannan July 17, 1996
C. Scott Brannan
For Himself and As Attorney-in-Fact
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, the undersigned Directors
of Danaher Corporation, a Delaware corporation (the
Corporation ), hereby constitute and appoint C. Scott Brannan 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 Exchange Commission under the
Securities Act of 1933 and any amendment or supplements (including
post effect amendments) to such Registration Statement relating to
the purchase of shares of Common Stock of the Corporation pursuant
to the Danaher Corporation 1987 Stock Option Plan. We hereby
ratify and confirm all acts taken by such agent and attorney-in-
fact as herein authorized.
Date: July 17, 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.
<PAGE>
EXHIBIT 5
July 16, 1996
Danaher Corporation
1250 24th Street, N.W., Suite 800
Washington, D.C. 20037
Re: 1987 Stock Option Plan of Danaher Corporation
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 1,400,000 shares of Common
Stock, $.01 par value per share (the "Shares") of the Corporation
issuable pursuant to the 1987 Stock Option Plan of Danaher
Corporation (the "Plan"), stock options relating to the Shares and
stock appreciation rights relating to the Shares.
For purposes of this opinion, we have examined copies of the
following documents:
i. An executed copy of the Form S-8;
ii. A copy of the document disclosing material
information to Plan participants prepared
in connection with the Form S-8;
iii. A copy of the Plan, as certified on July
15, 1996 by the Secretary of the Company
as then being complete, accurate and in
effect;
iv. A copy of the Certificate of
Incorporation, as amended, as certified on
July 15, 1996 by the Secretary of the
Company as then being complete, accurate
and in effect;
v. A copy of the Bylaws of the Company, as
certified on July 15, 1996 by the
Secretary of the Company as then being
complete, accurate and in effect;
vi. A Unanimous Consent Resolution of the
Board of Directors of the Company
approving the Plan, dated July 15, 1996
certified by the Secretary of the Company
on July 15, 1996 as then being complete,
accurate and in effect.
7. A certificate of the Secretary of the Company, dated
July 15, 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 Shares in accordance with the terms of
the Plan has been lawfully and duly authorized.
2. The issuance of options in accordance with the terms
of the Plan has been lawfully and duly authorized.
3. The issuance of stock appreciation rights in
accordance with the terms of the Plan has been
lawfully and duly authorized.
4. The issuance of the Shares upon the exercise of
options and stock appreciation rights, when issued in
accordance with the terms of the Plan, has been
lawfully and duly authorized; and
5. 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 July 15, 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
<PAGE>
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
July 15, 1996
