As filed with the Securities and Exchange Commission on July 16, 1998
Registration No. 333-08361
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment
No. 1 to
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.
Washington, DC 20037
(Address of Principal Executive Offices)
(202) 828-0850
(Registrant's telephone number, including area code)
Danaher Corporation
1987 Stock Option Plan
(Full title of the plan)
Patrick W. Allender
Chief Financial Officer
Danaher Corporation
1250 24th Street, N.W.
Washington, DC 20037
(202) 828-0850
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
George P. Stamas, Esq.
R. Scott Kilgore, Esq.
Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, DC 20037
(202) 663-6000
This post-effective amendment amends the registration statement to
describe the Danaher Corporation 1998 Stock Option Plan, which includes
all options that were not previously issued under the 1987 Stock Option
Plan, to which the registration statement initially applied.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information required by Item
1 of Form S-8 and the statement of availability of registrant information
and any other information required by Item 2 of Form S-8 will be sent or
given to participants as specified by Rule 428 under the Securities Act of
1933, as amended (the Securities Act ). In accordance with Rule 428 and
the requirements of Part I of Form S-8, such documents are not being filed
with the Securities and Exchange Commission (the Commission ) either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. Danaher
Corporation (the Registrant or the Company ) shall maintain a file
of such documents in accordance with the provisions of Rule 428. Upon
request, the Registrant shall furnish the Commission or its staff a copy or
copies of all of the documents included in such file.
PART II
NFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference the documents listed
in (a) through (c) below. In addition, all documents subsequently filed by
the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the Exchange Act ) (prior
to 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.
(a) The Company s Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed with the Commission on March 17, 1998.
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1997.
(c) The description of the Company s Common Stock which is
incorporated by reference in the Registration Statement on Form 8-B filed
by the Company under the Exchange Act on November 3, 1986, including
any amendment or report filed for the purpose of updating such
description.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
Directors and officers of the Registrant are entitled to be
indemnified in accordance with Section 145 of the Delaware General
Corporation Law ("DGCL"), under Article Ten of the Registrant's
Certificate of Incorporation and Article Eight of the Registrant's By-Laws.
The Registrant's Certificate of Incorporation and By-Laws provide that
the Registrant 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 Registrant, provided that each such person acted in good faith
and in a manner that he reasonably believed was in the Registrant's best
interests. Indemnification by the Registrant 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 Registrant (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 Registrant 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 Registrant.
As permitted by Delaware law, Article Ten of the Registrant's
Certificate of Incorporation eliminates a director's liability to the
Registrant 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 Registrant
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
may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission
(the "Commission") such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
being registered, the Registrant 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 and will be governed by the final adjudication of such issue.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The Exhibit Index attached to this registration statement is
incorporated herein by reference.
Item 9. Undertakings
The undersigned Registrant hereby undertakes the following:
(a) 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 (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs 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.
(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) 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 any employee benefit plans 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 reflating to the securities offered therein,
and the offering of such ecurities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons f the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnifications 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 of whether such indemnification by it
is against public olicy as expressed in the Act and will be governed by the
final adjudication of such issue.
[The remainder of this page is intentionally left blank.]<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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
post-effective amendment to the this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Washington,
DC on the 16th day of July, 1998.
DANAHER CORPORATION
/s/ C. SCOTT BRANNAN
C. Scott Brannan
Vice President, Administration & Controller
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the registration statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
*
Steven M. Rales Chairman of the Board July 16, 1998
* Chief Executive Officer, July 16, 1998
George M. Sherman President and Director
/s/ PATRICK W. ALLENDER Senior Vice President, July 16, 1998
Patrick W. Allender Chief Financial Officer
and Secretary
* Chairman of the Executive July 16, 1998
Mitchell P. Rales Committee and Director
/s/ C. SCOTT BRANNAN Vice President, Administration July 16, 1998
C. Scott Brannan and Controller
*
Mortimer M. Caplin Director July 16, 1998
*
Donald J. Ehrlich Director July 16, 1998
*
Walter G. Lohr, Jr. Director July 16, 1998
*
A. Emmet Stephenson, Jr. Director July 16, 1998
* By :/s/ C. SCOTT BRANNAN
C. Scott Brannan
Attorney-in-fact <PAGE>
EXHIBIT INDEX
Exhibit
Number Description
3.1 Certificate of Incorporation of Danaher Corporation. (a)
3.2 Certificate of Amendments to the Certificate of Incorporation (b)
3.3 Bylaws of Danaher Corporation. (b)
4 1998 Stock Option Plan (c)
5 Opinion of Wilmer, Cutler & Pickering, as to the legality of the
securities being registered.(d)
23.1 Consent of Arthur Andersen LLP, as independent public accountants
for Danaher Corporation.(d)
23.2 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5) (d)
24 Power of attorney (previously filed) (d)
___________
(a) Incorporated herein by reference to the Registrant's Schedule 14A,
filed with the Commission on October 10, 1986.
(b) Incorporated herein by reference to the Registrant's Statement on
Form 10-Q, filed with the Commission on July 16, 1998.
(c) Incorporated herein by reference to the Registrant's Statement on Form
10-K, filed with the Commission on March 17, 1998.
(d) Incorporated herein by reference to the Registrant's Form S-8, filed
with the Commission on July 16, 1996.
