As filed with the Securities and Exchange Commission on August 14, 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 $34.625 $8,656,250 $2,984.92
$.25 par value shares
- --------------------------------------------------------------------------
(1) Estimated based upon the average of the high and low prices of Fluke
Corporation Common Stock reported on the New York Stock Exchange on August 12,
1996, solely for the purpose of determining the registration fee pursuant to
Rule 457(c).
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
<PAGE>
Subject To Completion, Dated August 14, 1996
PROSPECTUS
Fluke Corporation
250,000 Shares of Common Stock
($.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 August 12, 1996, the closing price for the Common Stock was $35.125
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 is August __, 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 statement 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 26, 1996; (b) the Company's current
reports on Form 8-K dated May 29, 1996, June 4, 1996 and August 13, 1996; (c)
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 (d)
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 638,144 7.3 250,000 388,144 4.5
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 a Director 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 this offering.
EXPERTS
The consolidated financial statements and schedule incorporated by reference
and appearing in Fluke Corporation's Annual Report (Form 10-K) for the year
ended April 26, 1996, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon included and incorporated by
refernce 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...................$2,984.92
Legal fees and expenses*............... .500.00
Auditors' fees and expenses* 500.00
Miscellaneous expenses* 100.00
Total $4,084.92
* 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 26,
1996, 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 August 14, 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) August 13, 1996
William G. Parzybok, Jr.
Vice President,
Chief Financial Officer
/s/ Elizabeth J. Huebner (Principal Financial Officer) August 9, 1996
Elizabeth J. Huebner
Vice President, Treasurer
/s/ John R. Smith (Principal Accounting Officer) August 8, 1996
John R. Smith
/s/ Philip P. Condit Director August 2, 1996
Philip P. Condit
/s/ John D. Durbin Director August 2, 1996
John D. Durbin
/s/ David L. Fluke Director August 1, 1996
David L. Fluke
/s/ John M. Fluke, Jr. Director August 6, 1996
John M. Fluke, Jr.
/s/ Robert S. Miller, Jr. Director August 1, 1996
Robert S. Miller, Jr.
/s/ Sally G. Narodick Director August 1, 1996
Sally G. Narodick
/s/ William H. Neukom Director August 1, 1996
William H. Neukom
/s/ N. Stewart Rogers Director August 1, 1996
N. Stewart Rogers
/s/ James E. Warjone Director August 1, 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 26, 1996, 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
August 14, 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 3, 1996, with
respect to the consolidated financial statements of Fluke Corporation and our
report dated July 19, 1996, with respect to the financial statement schedule
of Fluke Corporation incorporated by reference and included in its Annual
Report (Form 10-K) for the year ended April 26, 1996, filed with the
Securities and Exchange Commission.
August 14, 1996 /s/ Ernst & Young LLP
