As filed with the Securities and Exchange Commission on July 16, 1998
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.
Washington, DC 20037
(Address of Principal Executive Offices)
(202) 828-0850
(Registrant's telephone number, including area code)
Danaher Corporation
1998 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
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed
Amount Maximum
Title of Securities To Be Offering Price
To Be Registered Registered Per Share
Shares of Class A
Common Stock,
$.01 par value . . . . . . . 5,000,000 (1)
Proposed
Maximum Aggregate Amount of
Offering Price Registration Fee
$209,289,831 (1) $61,741 (1)
(1) In accordance with the terms of the 1998 Stock Option Plan, the
exercise price for options may not be less than 100% of the fair
market value of the Common Stock at the time the option is
granted. In accordance with Rule 457(c), the aggregate offering
price and the amount of the registration fee are computed on the
basis (a) for 4,752,500 ungranted options, of $42.3125, the
average of the high and low prices reported in the New York Stock
Exchange on July 9, 1998, and (b) for 247,500 granted options, of
$33.13, the weighted average of the actual exercise price specified
in those granted options. Options with respect to 10,000,000
shares (as adjusted for a 2-for-1 split in May 1998) carried forward
from the 1997 Stock Option Plan have been registered on
registration statement no. 333-08361.<PAGE>
STATEMENT OF INCORPORATION BY REFERENCE
Except as set forth below, the entire contents of the Form S-8 filed
by Danaher Corporation (the Company ) on July 17, 1996, Registration
Statement No. 333-08361, as amended by Post-Effective Amendment
No. 1 thereto, filed by the Company on July 16, 1998 are hereby
incorporated by reference.
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 City of Washington, D.C. on the 16th
day of July 1998.
DANAHER CORPORATION
By:/s/ C. SCOTT BRANNAN
C. Scott Brannan
Vice President, Administration
& Controller
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below under the heading "Signature" constitutes and
appoints C. Scott Brannan and W. Patrick Allender as his or her true and
lawful attorney-in-fact each acting alone, with full power of substitution
and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities to sign any or all amendments
(including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact 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 for all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact, or his substitute, acting alone, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ STEVEN M. RALES Chairman of the Board July 16, 1998
Steven M. Rales
/s/ GEORGE M. SHERMAN 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
/s/ MITCHELL P. RALES 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
/s/ MORTIMER M. CAPLIN Director July 16, 1998
Mortimer M. Caplin
/s/ DONALD J. EHRLICH Director July 16, 1998
Donald J. Ehrlich
/s/ WALTER G. LOHR, JR. Director July 16, 1998
Walter G. Lohr, Jr.
/s/ A. EMMET STEPHENSON, JR. Director July 16, 1998
A. Emmet Stephenson, Jr.
<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.
23.1 Consent of Arthur Andersen LLP, as independent public
accountants for Danaher Corporation.
23.2 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5)
24 Power of attorney (included on signature pages of this
Registration Statement).
___________
(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.
July 15, 1998
Danaher Corporation
1250 24th Street, N.W.
Suite 800
Washington, D.C. 20037
Re: Danaher Corporation Registration
Statement on Form S-8
Dear Gentlemen:
We have acted as counsel to Danaher
Corporation, a Delaware corporation (the Company ), in
connection with a registration statement on Form S-8 (the
Registration Statement ) to be filed with the Securities and
Exchange Commission (the Commission ) under the
Securities Act of 1933, as amended. The Registration
Statement relates to the registration of the shares of Common
Stock of the Company, par value $0.01 per share (the
Shares ), to be issued upon exercise of options issued
pursuant to the Company's 1998 Stock Option Plan (the
Plan ). For the purposes of this opinion, we have examined
and relied upon such documents, records, certificates and other
instruments as we have deemed necessary.
Based solely upon the foregoing, and upon our
examination of such questions of law and statutes as we have
considered necessary or appropriate, and subject to the
assumptions, qualifications, limitations and exceptions set
forth herein, we are of the opinion that (a) the Shares have
been lawfully and duly authorized; and (b) such Shares will be
validly issued, fully paid and nonassessable upon payment of
the exercise price established pursuant to the Plan for Shares
issued upon exercise of options granted thereunder.
We are members of the bar of the District of
Columbia and the State of 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 Delaware. Although we do not hold
ourselves out as being experts in the laws of Delaware, we
have made an investigation of such laws to the extent
necessary to render our opinion. Our opinion is rendered only
with respect to the laws and the rules, regulations and orders
thereunder that are currently in effect.
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 for your use in
connection with the filing of the Registration Statement on or
about July 15, 1998, 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 Registration Statement.
Sincerely,
WILMER, CUTLER & PICKERING
By: MARK A. DEWIRE
Mark A. Dewire, a partner
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
29, 1998 included (or incorporated by reference) in Danaher Corporation's
Form 10-K for the year ended December 31, 1997 and to all references
to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Washington, D.C.
July 16, 1998
