As filed with the Securities and Exchange Commission on August 14, 2000
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 (I.R.S. Employer
of incorporation or Identification No.)
organization)
1250 24th Street, N.W.
Washington, D.C. 20037
(202) 828-0850
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive
offices)
__________________
NON-QUALIFIED STOCK OPTION AGREEMENT
Patrick W. Allender
Executive Vice President, Chief Financial Officer and Secretary
1250 24th Street, N.W.
Washington, DC 20037
(202) 828-0850
(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)
__________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
------------------------------------ ------------- ----------------------- ------------------------ ----------------
Title of each class of securities Amount to Proposed maximum Proposed maximum Amount of
to be registered be offering price per aggregate offering registration
registered unit(1) price(1) fee
------------------------------------ ------------- ----------------------- ------------------------ ----------------
------------------------------------ ------------- ----------------------- ------------------------ ----------------
Common Stock, $.01 par value..... 784,025 $53.31 (1) $41,796,372.75 (1) $11,034.24 (1)
------------------------------------ ------------- ----------------------- ------------------------ ----------------
</TABLE>
(1) In accordance with Rule 457(c), the aggregate offering price and the amount
of the registration fee are computed on the basis of the average of the
high and low prices reported by the New York Stock Exchange on August 8,
2000.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PROSPECTUS
784,025 Shares
DANAHER CORPORATION
Common Stock
This Prospectus relates to the reoffer and resale by George M. Sherman, the
President and Chief Executive Officer of Danaher Corporation (the "Selling
Stockholder") of 784,025 shares (the "Shares") of Common Stock, $.01 par value
(the "Common Stock") that have been issued by Danaher 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 Danaher (the "Plan"). The Shares may be reoffered and resold for
the account of the Selling Stockholder, from time to time, pursuant to this
Prospectus. Danaher will not receive any of the proceeds from the reoffer and
resale of the Shares.
The Common Stock of Danaher is traded on the New York Stock Exchange
("NYSE") and the Pacific Exchange ("PE") under the symbol "DHR". On August 11,
2000, the last reported sale price of the Common Stock, as reported on the NYSE,
was $55.4375.
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 August 15, 2000.
<PAGE>
WHERE YOU CAN GET ADDITIONAL INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC"s web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference rooms at 450 Fifth Street,
N.W., Washington, D.C., and in New York, New York and Chicago, Illinois. Please
call the SEC at 1-800-732-0330 for further information on the public reference
rooms.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to these documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under the Securities Exchange Act of 1934, 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:
o Our Annual Report on Form 10-K for the year ended December 31, 1999, filed
on March 21, 2000, our Definitive Proxy Statement on Schedule 14A filed on
March 22, 2000, our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, filed on April 19, 2000 and ended June 30, 2000, filed on
July 20, 2000;
o All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 after the date of this prospectus and
before the termination of the offering; and
o The description of our common stock in our Form 8-B filed on November 3,
1986, as amended.
To obtain a copy of these filings at no cost, you may write or telephone us
at the following address:
Danaher Corporation
1250 24th Street, N.W.
Washington, D.C. 20037
Attention: Controller
(202) 828-0850
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. Neither we nor the
selling stockholder has authorized anyone else to provide you with different
information. Neither we nor the selling stockholder is making an offer of these
securities in any state where the state does not permit an offer. You should not
assume that the information in this prospectus is accurate as of any date other
than the date on the front of the prospectus.
Danaher 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.
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.
<PAGE>
DESCRIPTION OF BUSINESS
Danaher conducts its operations through two business segments:
Process/Environmental Controls and Tools and Components.
Process/Environmental Controls
The Process/Environmental Controls segment is comprised of: Hach Company,
Fluke, Veeder-Root, Danaher Controls, Partlow/West, American Precision
Industries, Inc., Kollmorgen Corporation, Warner Electric, Anderson Instruments,
West Instruments, QualiTROL Corporation, A.L. Hyde Company, Hengstler,
McCrometer, the controls product line business units of Joslyn Corporation and
Pacific Scientific Company, Namco Controls, Dolan-Jenner, Atlas Copco Controls,
M&M Precision Systems, Communications Technology Corporation, Gems Sensors and
the Dr. Bruno Lange Group. These companies produce and sell compact,
professional electronic test tools, underground storage tank leak detection
systems and motion, position, speed, temperature, level and position instruments
and sensing devices, power switches and controls, communication line products,
power protection products, liquid flow and quality measuring devices, quality
assurance products and systems, safety devices and electronic and mechanical
counting and controlling devices. These products are distributed by the
Company's sales personnel and independent representatives to original equipment
manufacturers, distributors and other end users.
Tools and Components
The Tools and Components segment is comprised of the Danaher Hand Tool
Group (including Special Markets, Professional Tool Division and Asian Tool
Division), Matco Tools ("Matco"), Jacobs Chuck Manufacturing Company ("Jacobs"),
Delta Consolidated Industries ("Delta"), Jacobs Vehicle Systems Company,
Hennessy Industries and the hardware and electrical apparatus lines of Joslyn
Manufacturing Company.
This segment is one of the largest worldwide producers and distributors of
general purpose mechanics' hand tools and automotive specialty tools. Other
products manufactured by these companies include 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, high quality precision socket screws, fasteners,
and high quality miniature precision parts.
Our principal executive offices are located at 1250 24th Street, N.W.,
Washington, D.C. 20037. Our telephone number is (202) 828-0850.
RECENT DEVELOPMENTS
Eurobond Offering
On July 26, 2000, Danaher issued 300,000,000 (Three Hundred Million
Euros) aggregate principal amount of notes. The notes bear interest at 6
1/4 percent per annum and will mature on July 26, 2005 at 100% of their
principal amount. The proceeds of the Eurobond offering were used to repay
a portion of the indebtedness incurred in connection with the recent
acquisitions of Kollmorgen Corporation, American Precision Industries, Inc.
and Warner Electric.
FORWARD-LOOKING STATEMENTS
Some of the information included or incorporated by reference in this
prospectus discusses future expectations, contains projections of results of
<PAGE>
operations or financial condition or states other forward-looking information.
All statements, other than statements of historical facts, that address
activities, events or developments that we intend, expect, project, believe or
anticipate will or may occur in the future are forward-looking statements. These
statements are characterized by terms like: "believe," "anticipate," "should,"
"intend," "plan," "will," "expects, "estimates," "projects," "positioned,"
"strategy," and similar expressions. These statements are based on assumptions
and assessments we make in light of our experience and perception of historical
trends, current conditions, expected future developments and other factors we
believe to be appropriate. These forward-looking statements are subject to a
number of risks and uncertainties, including:
o continuation of our longstanding relationship with major customers;
o our ability to integrate acquired businesses into our operations;
o the extent to which acquired businesses are able to meet our expectations
and operate profitably;
o changes in regulations (particularly environmental regulations) which could
affect demand for products in the Process/Environmental Controls segment;
and
o unanticipated developments that could occur with respect to environmental
matters and litigation.
In addition, we are subject to risks and uncertainties that affect the
manufacturing sector generally, including economic, competitive, governmental
and technological factors affecting our operations, markets, products, services
and prices. Forward-looking statements are not guarantees of future performances
and actual results, developments and business decisions may differ from those
statements. We disclaim any duty to update any forward-looking statements, all
of which are qualified by this discussion.
USE OF PROCEEDS
Danaher will not receive any of the proceeds from the reoffer and resale of
the Shares by the Selling Stockholder.
SELLING STOCKHOLDER
The 784,025 Shares subject to this offering may be offered hereunder from
time to time by George M. Sherman, the Selling Stockholder, so long as the
Registration Statement of which this Prospectus forms a part remains effective.
These Shares were issued upon exercise of options held by the Selling
Stockholder under the Plan. Prior to the offering, George M. Sherman
beneficially owned 3,529,088 shares, which constituted approximately 2.5% of our
common stock as of August 11, 2000. After the offering, he will own
approximately 2,745,063 shares, which constitute approximately 1.9% of our
common stock as of August 11, 2000.
PLAN OF DISTRIBUTION
The Selling Stockholder has advised Danaher that the resale of his Shares
may be effected from time to time on the NYSE or the PE, 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.
LEGAL MATTERS
The validity of the Danaher common stock offered by the Selling Stockholder
in this prospectus was passed upon for Danaher by Wilmer, Cutler & Pickering,
Washington, D.C.
<PAGE>
EXPERTS
The consolidated financial statements and schedules within the Annual
Report on Form 10-K incorporated by reference in this prospectus and elsewhere
in the registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference from Part I.
Item 4. Description of Securities
Incorporated by reference from Part I.
Item 5. Interests of Named Experts and Counsel
Incorporated by reference from Part I.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law ("DGCL") authorizes a
court to award, or a corporation's board of directors to grant indemnity to
directors and officers under some circumstances for liabilities incurred in
connection with their activities in such capacities (including reimbursement for
expenses incurred). The Registrant's Certificate of Incorporation and By-laws
provide that it will indemnify its directors and officers to the full extent
permitted by law and that no director shall be liable for monetary damages to
the Registrant or its stockholders for any breach of fiduciary duty, except to
the extent provided by applicable law (i) for any breach of the director's duty
of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL, or (iv) for any transaction from
which such director derived an improper personal benefit. The Registrant has
entered into agreements with each of its executive officers and directors under
which the Registrant has agreed to indemnify each of them against expenses and
losses incurred for claims brought against them by reason of their being an
officer or director of the Registrant. There is no pending litigation or
proceeding involving a director or officer of the Registrant as to which
indemnification is being sought, nor is the Registrant aware of any pending or
threatened litigation that may result in claims for indemnification by any
director or executive officer.
Item 7. Exemption from Registration Claimed
With respect to the restricted securities to be reoffered or resold under
this Registration Statement, the issuance of such shares of Common Stock was
exempt from registration under to Section 4(2) of the Securities Act of 1933, as
amended (the "Act"), based upon the following facts. Such shares were issued to
a person who was an executive officer of Danaher at the time of the issuance of
the option and at the time of exercise of the option, who acquired the shares
for investment, and who had sufficient knowledge and experience in financial and
business matters that he was capable of evaluating the merits and risks of the
investment.
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
<PAGE>
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>
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 August 14, 2000.
DANAHER CORPORATION
By: ______________________________
Christopher C. McMahon
Vice President and Controller
(Principal Accounting Officer)
<PAGE>
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.
Date: August 14, 2000 By: *
---------------------------------------
George M. Sherman
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 14, 2000 By: *
---------------------------------------
Patrick W. Allender
Executive Vice President, Chief
Financial Officer and Secretary
(Principal Financial Officer)
Date: August 14, 2000 By: *
---------------------------------------
Mortimer M. Caplin
Director
Date: August 14, 2000 By: *
---------------------------------------
Donald J. Ehrlich
Director
Date: August 14, 2000 By: *
---------------------------------------
Walter G. Lohr, Jr.
Director
Date: August 14, 2000 By: *
---------------------------------------
Mitchell P. Rales
Director and Chairman of the Executive
Committee
Date: August 14, 2000 By: *
---------------------------------------
Steven M. Rales
Director and Chairman of the Board
Date: August 14, 2000 By: *
---------------------------------------
A. Emmet Stephenson, Jr.
Director
Date: August 14, 2000 By: *
---------------------------------------
Alan G. Spoon
Director
Date: August 14, 2000 By: /s/ Christopher C. McMahon
---------------------------------------
Christopher C. McMahon
Vice President and Controller
(Principal Accounting Officer)
* By Christopher C. McMahon under power of attorney granted August 10, 2000
and attached as Exhibit 24 to this Registration Statement.
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
4* Non-qualified Stock Option
Agreement, dated February 7, 1990
5 Opinion of Wilmer, Cutler &
Pickering
23 Consent of Wilmer, Cutler &
Pickering (included in Exhibit 5)
23.1 Consent of Arthur Andersen LLP
24 Power of Attorney
* Incorporated by reference to Form S-8 of the Corporation dated October 24,
1996 (File No. 333-14781)
