Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Fluke Corporation
____________________________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
Washington
____________________________________________________________________________
(State or Other Jurisdiction of Incorporation or Organization)
91-0606624
____________________________________________________________________________
(I.R.S. Employer Identification No.)
6920 Seaway Boulevard, Everett, WA 98203
____________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
Fluke Corporation Employee Stock Purchase Plan
____________________________________________________________________________
(Full Title of the Plan)
Douglas G. McKnight, 6920 Seaway Boulevard, Everett, WA 98203
____________________________________________________________________________
(Name and Address of Agent for Service)
(206) 356-5301
____________________________________________________________________________
(Telephone Number, Including Area Code, of Agent for Service)
The contents of an earlier Registration Statement on Form S-8, Registration
No. 33-20968 and Post-Effective Amendment No. 1 are incorporated by reference.
This Registration Statement on Form S-8 is filed to add additional securities
of the same class as follows:
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate
To Be Amount To Be Price Offering Amount of
Registered Registered Per Share (1) Price (1) Registration Fee
Common Stock 300,000 $29.00 $6,960,000 $2,399.81
$.25 Par Value
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) of the Securities Act of 1933. The
calculation of the registration fee of the shares is based on a price of
$29.00 per share, which was the average of the high and low trading price of
the Common Stock on August 29, 1994, on the American Stock Exchange as
reported in "The Wall Street Journal", reduced by 20% to reflect Company
contributions to the purchase price of the shares.
<PAGE>
Item 8. Exhibits
Exhibit No: Description
5 Opinion of Counsel
23.1 Consent of Independent Certified Public Accountants
24.1 Power of Attorney
24.2 Resolution of the Board of Directors
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 Everett, State of Washington on this 31st day of
August, 1994.
Fluke Corporation
/s/ Douglas G. McKnight
Douglas G. McKnight
Vice President, General Counsel
and Corporate Secretary
Exhibit 5
August 31, 1994
OPINION OF COUNSEL
I have acted as counsel for Fluke Corporation, a Washington corporation (the
"Company"), in connection with the preparation and filing of this Registration
Statement on Form S-8 (the "Registration Statement"), under the Securities Act
of 1933, as amended. The Registration Statement covers 300,000 additional
shares of Common Stock, $.25 par value, of the Company (the "Shares"), all of
which Shares will be offered by the Company pursuant to the Company's Employee
Stock Purchase Plan.
As Vice President, General Counsel for the Company, I am familiar with the
proceedings taken by the Company in connection with the adoption of the Plan
and with the offering of Shares pursuant to the Plan. I have reviewed the
corporation actions of the Company in connection with this matter and have
examined the documents, corporate records and other instruments deemed
necessary for the purpose of this opinion.
Based on the foregoing, it is my opinion that:
(i) The Company is a corporation duly incorporated and validly existing
under the laws of the State of Washington;
(ii) The Shares have been duly authorized; and
(iii) The Shares, when issued and sold and when payment therefore is
received by the Company in accordance with the Plan and in accordance with
resolutions adopted by the Board of Directors of the Company or the
Compensation Committee thereof, will be validly issued, fully paid and
nonassessable.
/s/ Douglas G. McKnight
Douglas G. McKnight
Exhibit 23.1
Consent of Ernst & Young, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the registration of 300,000 shares of common stock
for the Fluke Corporation Employee Stock Purchase Plan of our report dated
June 10, 1994, with respect to the consolidated financial statements of the
Fluke Corporation incorporated by reference in its Annual Report (Form 10-K)
for the year ended April 29, 1994 and of our report dated July 28, 1994 with
respect to the related financial statement schedules included therein, filed
with the Securities and Exchange Commission.
Seattle, Washington /s/ Ernst & Young
August 31, 1994
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints George M. Winn, President and Chief Operating
Officer, John R. Smith, Vice President, Treasurer, Barry L. Rowan, Vice
President, Chief Financial Officer, and Douglas G. McKnight, Vice President,
General Counsel and Corporate Secretary, and each of them, as true and lawful
attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any and all Registration Statements (the "Registration
Statements") on Form S-8 covering the registration under the Securities Act of
1933, as amended, of shares of common stock of Fluke Corporation (the "Common
Stock"), to be offered by the Company pursuant to the Company's 1988 Incentive
Stock Plan and the employee stock purchase plan, and any or all amendments
(including post-effective amendments) to the Registration Statements, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and to sign any
registration statements, amendments, or other documents required to be filed
with the securities authorities of any state or other jurisdiction, 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
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Signature Title Date
/s/ William G. Parzybok, Jr. Chairman of the Board August 26, 1994
William G. Parzybok, Jr. Chief Executive Officer
/s/ George M. Winn President, Chief Operating August 26, 1994
George M. Winn Officer and Director
/s/ Barry L. Rowan Vice President, Chief August 26, 1994
Barry L. Rowan Financial Officer
/s/ John R. Smith Vice President, Treasurer August 26, 1994
John R. Smith
/s/ J. Peter Bingham Director August 15, 1994
J. Peter Bingham
/s/ Philip M. Condit Director August 11, 1994
Philip M. Condit
/s/ John D. Durbin Director August 15, 1994
John D. Durbin
/s/ David L. Fluke Director August 15, 1994
David L. Fluke
/s/ John M. Fluke, Jr. Director August 15, 1994
John M. Fluke, Jr.
/s/ Robert S. Miller, Jr. Director August 13, 1994
Robert S. Miller, Jr.
/s/ David S. Potter Director August 15, 1994
David S. Potter
/s/ N. Stewart Rogers Director August 12, 1994
N. Stewart Rogers
/s/ Stephen C. Tumminello Director August 15, 1994
Stephen C. Tumminello
/s/ James E. Warjone Director August 24, 1994
James E. Warjone
Exhibit 24.2
CERTIFIED COPY OF RESOLUTIONS
OF
THE BOARD OF DIRECTORS
OF
FLUKE CORPORATION
The undersigned being the duly elected Secretary of Fluke Corporation, a
Washington corporation (the "Company"), does hereby certify that the following
resolutions were duly adopted by the Board of Directors of the Company on June
22, 1994, and that said resolutions have not been rescinded or modified and
are in full force and effect as of the date hereof:
RESOLVED, that the Securities and Exchange Commission (SEC) registration for
the 1988 Stock Incentive Plan be amended to increase the maximum number of
shares issuable pursuant to the plan from 600,000 to 1,500,000 shares;
FURTHER RESOLVED, that the Company register an additional 300,000 shares with
the Securities and Exchange Commission (SEC) related to the Employee Stock
Purchase Plan;
FURTHER RESOLVED, that Registration Statements or post-effective amendments
thereto on Form S-8 covering the registration under the Securities Act of
1933, as amended, of shares of $.25 par value Common Stock of the Company (the
"Common Stock"), to be offered by the Company, pursuant to the above mentioned
plans, be prepared by the appropriate Company officers and filed with the
Securities and Exchange Commission; and that George M. Winn, President and
Chief Operating Officer, John R. Smith, Vice President, Treasurer, Barry L.
Rowan, Vice President, Chief Financial Officer, and Douglas G. McKnight, Vice
President, General Counsel and Corporate Secretary, and each of them, with
full power to act without the other, be and hereby are authorized to sign (1)
any and all Registration Statements (or post-effective amendments thereto), on
Form S-8, with such changes therein as shall be approved by such person
executing said Registration Statements or Amendments, the execution thereof to
be conclusive evidence of such approval, and (2) any and all amendments to
such Registration Statements, on behalf of and as attorneys for the Company
and on behalf of and as attorneys for the Principal executive officer and/or
the principal financial officer and/or the principal accounting officer and/or
any other officer of the Company;
FURTHER RESOLVED, that in connection with the Registration Statements
described above, the proper officers of the Company be, and each of them
hereby is, authorized and directed in the name and on behalf of the Company,
to take any and all actions which they may deem necessary to advisable in
order to obtain a license or permit, or register or qualify the Common Stock,
for issuance and sale under the Securities or "Blue Sky" laws of such of the
states of the United States of America or any other jurisdiction as such
officer may deem advisable, and in connection with such licenses, permits,
registrations and qualifications, to execute, acknowledge, verify, deliver,
file and publish all such applications, reports, issuer's covenants,
resolutions, irrevocable consents to service of process, surety bonds, powers
of attorney and other papers and instruments as may be required under such
laws, and to take any and all further action which may be deemed necessary or
advisable in order to maintain such registration in effect for as long as they
may deem it to be in the best interest of the Company; and that the execution
by such officers of any such papers or instruments or the doing by them of any
act in connection with the matters hereinabove in this resolution referred to
shall conclusively establish their authority from the Company and the approval
and ratification by the Company of the papers and instruments so executed and
actions so taken;
RESOLVED FURTHER, that the proper officers of the Company and its counsel be
and they hereby are authorized to take such further action and to execute and
deliver all such agreements, certificates, instruments and documents, in the
name and on behalf of the Company and under its corporate seal, and to pay all
such costs and expenses as in their judgment shall be necessary and advisable
in order to fully carry out the intent and accomplish the purposes of the
foregoing resolutions.
IT WITNESS WHEREOF, I have hereunto signed my name this 31st day of
August, 1994.
/s/ Douglas G. McKnight
Douglas G. McKnight, Secretary
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