As filed with the Securities and Exchange Commission on June 7, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Fluke Corporation
(Exact Name of Registrant as Specified in Its Charter)
Washington 91-0606624
(State of Incorporation) (I.R.S. Employer Identification Number)
6920 Seaway Boulevard, Everett, Washington 98203 (206) 347-6100
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Douglas G. McKnight,
Vice President, General Counsel
Fluke Corporation
6920 Seaway Boulevard
Everett, Washington 98203
(206) 356-5301
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
Approximate date of commencement of proposed sale to the public: At
such time or times after the effective date of this Registration
Statement as the Selling Stockholder shall determine.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following
box.[X]
CALCULATION OF REGISTRATION FEE
Title of Shares Amount to be Proposed Proposed Amount of
to be registered Registered Maximum Maximum Registration
Offering Aggregate Fee
Price Per Offering
Share Price
- ----------------------------------------------------------------------
Common Stock 250,000 $38.875 $9,718,750 $3,351.30
$0.25 par value shares
- ----------------------------------------------------------------------
Proposed maximum offering price per share is based on the estimated
average of the high and low prices of Fluke Corporation Common Stock
reported on the New York Stock Exchange on June 3, 1996, solely for the
purpose of determining the registration fee pursuant to Rule 457(c).
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be
sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any State in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
<PAGE>
Subject To Completion, Dated June 7, 1996
PROSPECTUS
Fluke Corporation
250,000 Shares of Common Stock
($.25 Par Value Per Share)
This Prospectus relates to the public offering, which is not being
underwritten, of up to 250,000 shares of Common Stock (the "Stock") of
Fluke Corporation (the "Company") which may be offered from time to time
by Philips Electronics N.V. ( "Philips" or the "Selling Stockholder").
The Company will not receive any of the proceeds from the sale of the
shares.
The Stock is being registered by the Company pursuant to an agreement
entered into in connection with the acquisition by the Company of the
test and measurement business of Philips Electronics N.V. in May 1993.
The Stock may be offered by the Selling Stockholder from time to time in
transactions in the stock market, 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 prevailing market prices or at negotiated prices. The
Selling Stockholder may effect such transactions by selling the Stock to
or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from
the Selling Stockholder and/or the purchasers of the Stock for whom such
broker-dealers may act as agents or to whom they sell as principals, or
both (which compensation as to a particular broker-dealer might be in
excess of customary commissions). To the extent required, the specific
number of shares of Stock to be sold, the terms of the offering
including the name or names of any such agent, dealer or underwriter,
the purchase price paid by any underwriter for the Stock and any
applicable commission or discount with respect to any particular offer
will be set forth in an accompanying Prospectus Supplement. See "Sale
of the Stock".
The Selling Stockholder and any broker-dealers, agents or underwriters
that participate with the Selling Stockholder in the distribution of the
Stock may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, and any commissions received by them and
any profit on the resale of the Stock purchased by them may be deemed
underwriting commissions or discounts under the Securities Act. See
"Sale of the Stock" herein for a description of indemnification
arrangements.
The Common Stock is traded on the New York Stock Exchange under the
symbol "FLK." On June 5, 1996, the closing price for the Common Stock
was $39.50 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE 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 in June 7, 1996
No dealer, salesman, or any other person has been authorized to give any
information or to make any representation not contained in this
Prospectus, and, if given or made, such information and representation
must not be relied upon as having been authorized by the Company, the
Selling Stockholder or any other person. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of
the securities offered hereby in any state to any person to whom it is
unlawful to make such offer in such state. Neither the delivery of this
Prospectus nor any sales made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of
the Company since the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith
files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street N.W., Washington D.C. 20549, as well
as at the following regional offices: 7 World Trade Center, Suite 1300,
New York, New York 10048, and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, at prescribed rates. The Company's Common
Stock is listed on the New York Stock Exchange and reports and other
information concerning the Company may be inspected at the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
This Prospectus constitutes a part of a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, referred to
herein as the "Registration Statement") filed by the Company under the
Securities Act of 1933, as amended, (the "Securities Act'). This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance
with the regulations of the Commission. For further information,
reference is hereby made to the Registration Statement. For further
information concerning the Company and the Stock offered hereby,
reference is made to the Registration Statement and exhibits and
schedules filed therewith, which may be inspected without charge at the
office of the Commissioner at 450 Fifth Street, N.W., Washington, D.C.
20549, and copies of which may be obtained from the Commissioner at
prescribed rates. Any statements contained herein concerning the
provisions of any documents are not necessarily complete, and, in each
instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the
Commissioner. Each such statements is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-5590) are
incorporated by reference in this Prospectus: (a) the Company's Annual
Report on Form 10-K for the year ended April 28, 1995; (b) the Company's
Quarterly Reports on Form 10-Q for the periods ended July 28, 1995,
October 27, 1995 and January 26, 1996; (c) the Company's current reports
on Form 8-K dated May 29, 1996 and June 4, 1996; (d) the description of
the Company's Common Stock contained in the Company's Registration
Statement on Form 8-A filed on March 10, 1995 including any amendment or
report filed for the purpose of updating such description; and (e) all
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date of this Prospectus and prior to the termination of the offering
of the Stock.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a
copy of any and all of the documents that have been or may be
incorporated by reference in this Prospectus (not including exhibits to
the information that is incorporated by reference unless such exhibits
are specifically incorporated by reference into the documents that this
Prospectus incorporates). Requests for the foregoing materials should
be made to the Corporate Secretary, Fluke Corporation, 6920 Seaway
Boulevard, Everett, Washington 98203; the telephone number is (206)
356-5301.
THE COMPANY
Fluke Corporation was founded in 1948 and was incorporated under the
laws of the State of Washington on October 7, 1953. In August 1993, the
Company changed its name from John Fluke Mfg. Co., Inc. to Fluke
Corporation. The Company is engaged in the design, manufacture and sale
of commercial electronic test and measurement instruments with a focus
on the new and growing markets for compact, professional electronic test
tools. The Company's products are used in service, manufacturing test
and quality functions in a variety of industries throughout the world.
On May 26, 1993, with an effective date of May 1, 1993, the Company
acquired the test and measurement business of Philips of Eindhoven, the
Netherlands. The Company acquired engineering groups in the Netherlands
and Germany as well as manufacturing operations in the Netherlands which
now make up the Diagnostic Tools Division of the Company which is
headquartered in Almelo, the Netherlands. The Company also acquired
direct sales and service operations in fourteen European countries with
the European sales and service headquarters located in Eindhoven, the
Netherlands.
The Company is in a single line of business- the manufacture and sale of
compact, professional electronic test tools. Although the products vary
in capability, sophistication, use, size and price, they all
fundamentally test and measure electrical parameters. The Company is
focusing its resources on the professional electronic test tools portion
of the electronic instrument market because of the increasing electronic
content of products outside the traditional test lab environment and the
rapidly increasing demand for more compact tools that can be used at the
point of service by technicians who have a wide variety of technical
backgrounds.
The principal executive offices of the Company are located at 6920
Seaway Boulevard, Everett, WA 98203, and its telephone number is (206)
347-6100.
THE SELLING STOCKHOLDER
The 250,000 shares of Common Stock described in this Prospectus are
owned by the Selling Stockholder listed below. All of the shares
offered hereby were acquired or converted by the Selling Stockholder in
connection with the acquisition of the Philips test and measurement
business described above.
Beneficial Ownership Beneficial Ownership
Prior to Offering Shares After Offering
Shares Percent Registered Shares Percent
Philips Electronics 1,388,144 17.6 250,000 1,138,144 14.4
N.V.
Pursuant to the terms of the Stock Purchase Agreement which was part of
the acquisition of the Philips test and measurement business, the Board
agreed to nominate two Philips designees for election to the Board of
Directors as long as Philips owns more than 12% of the Company's
outstanding Common Stock and one Director as long as it owns more than
6% of the outstanding Common Stock. Effective January 15, 1996, the two
Directors nominated by Philips resigned from the Board. Philips
indicated that it was satisfied being a passive investor and no longer
desired to exercise its right under the acquisition documents to
nominate Directors to the Company's Board.
SALE OF THE STOCK
The Company will receive no proceeds from the sale of the Stock. The
Stock offered hereby may be sold by the Selling Stockholder from time to
time in transactions in the stock market, 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 prevailing market prices or at negotiated prices. The
Selling Stockholder may effect such transactions by selling the Stock to
or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from
the Selling Stockholder and/or the purchasers of the Stock for whom such
broker-dealers may act as agents or to whom they sell as principals, or
both (which compensation as to a particular broker-dealer might be in
excess of customary commissions).
At the time a particular offer of Stock is made, to the extent required,
a supplemental Prospectus Supplement will be distributed which will set
forth the specific number of shares of Stock to be sold and the terms of
the offering including the names or names of the underwriters, dealers
or agents, the purchase price paid by any underwriter for the shares of
Stock, any discounts, commissions or other items constituting
compensation from the Selling Stockholder and any discounts, commissions
or concessions allowed or reallowed or paid to dealers.
In order to comply with the securities laws of certain states, if
applicable, the Stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain
states the Stock may not be sold unless the shares have been registered
or qualified for sale in the applicable state or an exemption from the
registration or qualification requirements is available or complied
with.
The Selling Stockholder and any broker-dealers, agents or underwriters
that participate with the Selling Stockholder in the distribution of the
Stock may be deemed to be "underwriters" within the meaning of the Act,
and any commissions received by them and any profit on the resale of the
Stock purchased by them may be deemed underwriting commissions or
discounts under the Act.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Stock may not simultaneously
engage in market making activities with respect to the Common Stock of
the Company for a period of two days prior to the commencement of such
distribution. In addition and without limiting the foregoing, the
Selling Stockholder will be subject to the applicable provisions of the
Exchange Act and the rules and regulations thereunder, including,
without limitation, Rules 10b-6 and 10b-7, which provisions may limit
the timing of purchases and sale of shares of the Company's Common Stock
by the Selling Stockholder.
The Stock was originally issued to Philips in connection with the
acquisition by the Company of Philips' test and measurement business
pursuant to an exemption from the registration requirements of the Act
provided by Section 4(2) thereof. The Company agreed to register the
Stock under the Act and to indemnify and hold the Selling Stockholder
harmless against certain liabilities under the Act that could arise in
connection with the sale by the Selling Stockholder of the Stock. The
Company has agreed to pay all reasonable fees and expenses incident to
the filing of this offering.
EXPERTS
The consolidated financial statements and schedule appearing in Fluke
Corporation's Annual Report (Form 10-K) for the year ended April 28,
1995, have been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements and
schedule are incorporated herein by reference in reliance upon such
reports given upon the authority of such firm as experts in accounting
and auditing.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
the Company by Douglas G. McKnight, Vice President, General Counsel and
Corporate Secretary of Fluke Corporation.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated costs and expenses payable
by the Registrant in connection with the sale of the Common Stock being
registered hereby:
SEC Registration fee $ 3,351.30
Legal fees and expenses* 500.00
Auditors' fees and expenses* 500.00
Miscellaneous expenses* 100.00
Total $4,451.30
* Estimated
Item 15. Indemnification of Directors and Officers.
Unless otherwise specified in a corporation's Articles of Incorporation,
the Washington Business Corporation Act requires that a corporation
indemnify its directors as follows: (i) for reasonable expenses if a
director is wholly successful in the defense of any proceeding in which
he or she has been made a party by reason of the fact that he or she was
or is a director; (ii) for judgments, penalties, fines, settlements, or
reasonable expenses incurred in a proceeding upon a determination by the
Board of Directors, a committee of the Board, independent legal counsel,
or the stockholders that the director acted in good faith and, in the
case of conduct in the director's official capacity with the
corporation, the director reasonably believed that his or her conduct
was in the corporation's best interest, or, in all other cases, the
director reasonably believed that his or her conduct was at least not
opposed to the corporation's best interests; or (iii) as determined by a
court of appropriate jurisdiction. The Act requires similar
indemnification of officers unless otherwise specified in the Articles
of Incorporation. Washington law permits a corporation to provide
further indemnity to directors and officers, subject to certain
authorization requirements, except that indemnification is not permitted
with respect to intentional misconduct, a knowing violation of law,
approval of an unlawful distribution or loan, or a transaction involving
the director's receipt of an improper personal benefit.
Article XII of the Company's Articles of Incorporation authorizes the
Company's Board of Directors to take any action it deems appropriate to
indemnify the Company's directors to the fullest extent permitted by
Washington law. This provision is sufficiently broad that it might,
under certain circumstances, permit indemnification for liability
arising under the Securities Act of 1933, as amended.
The Bylaws of the Company provide a right to indemnification for all
expense, liability, and loss (including reasonable attorneys' fees,
costs, judgments, fines, ERISA excise taxes or penalties, and amounts
paid in settlement) to which a director is exposed by reason of the fact
that he or she is or was serving as a director or officer of the Company
or, at the request of the Company, as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, including an employee benefit plan. Such a person cannot,
however, be indemnified when (a) the Company is legally unable to grant
indemnity or (b) for expenses related to a proceeding or claim that has
been initiated without Board approval by the person requesting
indemnification. The Bylaws of the Company also recognize the Company's
ability to advance expenses to an indemnitee, subject to a requirement
that the indemnitee undertake to repay the expenses if he or she
subsequently is found not to have met the standards required for
indemnification. The Board of Directors may also approve
indemnification of all employees (including officers), agents, and
others serving the Company.
As permitted by the Washington Business Corporation Act, the Articles of
Incorporation of the Company provide that, to the full extent permitted
by law, directors shall not be personally liable to the Company or its
shareholders for monetary damages. At present, under the Washington
Business Corporation Act, liability would not be limited under
circumstances involving (a) acts of intentional misconduct or a knowing
violation of law, (b) approval of certain distributions or loans
contrary to law, or (c) any transaction from which the director will
personally receive a benefit in money, property or services to which the
director is not legally entitled. Thus, a director of the Company would
not be liable for breaches of the duties of care or loyalty or otherwise
liable to the Company or its stockholders for violations of state
corporate law unless he or she violated the statutory exceptions listed
above. This provision is sufficiently broad that it might, under
certain circumstances, permit indemnification for liability arising
under the Securities Act of 1933, as amended.
Item 16. List of Exhibits
Exhibit No. Description
4.1 Restated Articles of Incorporation (Incorporated by reference to
Exhibit 3.1 of the Company's Form 10-K for the fiscal year ended
April 29, 1994, File No. 1-5590).
4.2 Conformed Copy of Bylaws (Incorporated by reference to Exhibit 3.2
of the Company's Form 10-K for the fiscal year ended April 28,
1995, File No. 1-5590).
5.1 Opinion of Counsel
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Douglas G. McKnight (Included in Opinion of Counsel
filed as Exhibit 5.1 hereto)
24 Power of Attorney (see page II-4 of this Registration Statement)
Item 17. 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 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; and (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 (i)
and (ii) do not apply if the Registration Statement is on Form S-3 or
Form S-8, and the information required to be included in a post-
effective amendment by (i) and (ii) is contained in periodic reports
filled by the Registrant pursuant to Section 13 or Section 15 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.
(4) For purposes of determining any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed
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 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described above, or otherwise,
the Company has been advised that in the opinion of the Securities and
Exchange 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 Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 Company 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 as against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
part of this Registration Statement as of the time it was declared
effective.
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-3 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 June 7, 1996.
FLUKE CORPORATION
By /s/ George M. Winn
George M. Winn
President, Chief Operating
Officer and Director
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
and appoints Douglas G. McKnight and George M. Winn, and each of them,
with full power of substitution and full power to act without the other,
as his true and lawful attorney-in-fact and agent to act in his name,
place and stead and to execute in the name and on behalf of each person,
individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-
effective amendments.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities
indicated below on the dates indicated.
Signature Capacity Date
President, Chief Executive
Officer and Director
/s/ William G. Parzybok, Jr. (Principal Executive Officer) June 3, 1996
William G. Parzybok, Jr.
Vice President,
Chief Financial Officer
/s/ Elizabeth J. Huebner (Principal Financial Officer) June 5, 1996
Elizabeth J. Huebner
Vice President, Treasurer
/s/ John R. Smith (Principal Accounting Officer) June 5, 1996
John R. Smith
/s/ Philip P. Condit Director June 4, 1996
Philip P. Condit
/s/ John D. Durbin Director June 3, 1996
John D. Durbin
/s/ David L. Fluke Director June 3, 1996
David L. Fluke
/s/ John M. Fluke, Jr. Director June 3, 1996
John M. Fluke, Jr.
/s/ Robert S. Miller, Jr. Director June 5, 1996
Robert S. Miller, Jr.
/s/ Sally G. Narodick Director June 3, 1996
Sally G. Narodick
/s/ William H. Neukom Director June 3, 1996
William H. Neukom
/s/ N. Stewart Rogers Director June 4, 1996
N. Stewart Rogers
/s/ James E. Warjone Director June 6, 1996
James E. Warjone
INDEX TO EXHIBITS
Exhibit No. Description
4.1 Restated Articles of Incorporation (Incorporated by reference to
Exhibit 3.1 of the Company's Form 10-K for the fiscal year ended
April 29, 1994, File No. 1-5590).
4.2 Conformed Copy of Bylaws (Incorporated by reference to Exhibit 3.2
of the Company's Form 10-K for the fiscal year ended April 28,
1995, File No. 1-5590).
5.1 Opinion of Counsel
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Douglas G. McKnight (Included in Opinion of Counsel
filed as Exhibit 5.1 hereto)
24 Power of Attorney (see page II-4 of this Registration Statement)
Exhibit 5.1
June 7, 1996
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-3 (the "Registration Statement"), under
the Securities Act of 1933, as amended. The Registration Statement
covers 250,000 shares of Common Stock, $.25 par value, of the Company
(the "Stock"), which may be sold by Philips Electronics N.V. (the
"Selling Stockholder").
As Vice President, General Counsel for the Company, 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 being registered have been duly authorized, are validly
issued, fully paid and nonassessable.
I consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to me under the caption
"Legal Matters" in the Prospectus which is part of the Registration
Statement.
/s/ Douglas G. McKnight
Douglas G. McKnight
Vice President, General Counsel
and Corporate Secretary
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of Fluke
Corporation for the registration of 250,000 shares of its common stock
and to the incorporation by reference therein of our report dated June
2, 1995, with respect to the consolidated financial statements of Fluke
Corporation and our report dated July 27, 1995, with respect to the
financial statement schedule of Fluke Corporation included in its Annual
Report (Form 10-K) for the year ended April 28, 1995, filed with the
Securities and Exchange Commission.
June 7, 1996 /s/ Ernst & Young, LLP
