As filed with the Securities and Exchange Commission on February 11, 1997
Registration No. 333-
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]
If this Form is filed to register additional shares for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list
the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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 388,144 $47.5625 $18,461,099 $5,594.27
$.25 par value shares
(1) Estimated based upon the average of the high and low prices of Fluke
Corporation Common Stock reported on the New York Stock Exchange on February
5, 1997, solely for the purpose of determining the registration fee pursuant
to Rule 457(c).
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.
<PAGE>
Subject To Completion, Dated February 11, 1997
PROSPECTUS
Fluke Corporation
388,144 Shares of Common Stock
($.25 Par Value Per Share)
This Prospectus relates to the public offering, which is not being
underwritten, of up to 388,144 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 February 7, 1997, the closing price for the Common Stock was
$47.875 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 February __, 1997
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
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants, such as the Company,
that file electronically with the Commission. The address of such Web site
is (http://www.sec.gov). 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, August 13,
1996 and February 10, 1997; (c) the Company's quarterly reports on Form 10-Q
dated July 26, 1996 and October 25, 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 388,144 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 388,144 4.3 388,144 0 0
N.V.
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
reference 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 $5,594.27
Legal fees and expenses* 500.00
Auditors' fees and expenses* 500.00
Miscellaneous expenses* 100.00
Total $6,694.27
* 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 February 3,
1997.
FLUKE CORPORATION
By: /s/ George M. Winn
George M. Winn
President and Director
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and
appoints George M. Winn, Douglas G. McKnight, and Elizabeth J. Huebner, 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
Chairman of the Board, Chief
Executive Officer and Director
/s/ William G. Parzybok, Jr. ( Principal Executive Officer) February 3, 1997
William G. Parzybok, Jr.
Vice President,
Chief Financial Officer
/s/ Elizabeth J. Huebner (Principal Financial Officer) February 3, 1997
Elizabeth J. Huebner
Vice President, Treasurer
/s/ John R. Smith (Principal Accounting Officer) February 7, 1997
John R. Smith
/s/ Philip P. Condit Director February 3, 1997
Philip P. Condit
/s/ John D. Durbin Director February 3, 1997
John D. Durbin
/s/ David L. Fluke Director February 6, 1997
David L. Fluke
/s/ John M. Fluke, Jr. Director January 31, 1997
John M. Fluke, Jr.
/s/ Robert S. Miller, Jr. Director February 2, 1997
Robert S. Miller, Jr.
/s/ Sally G. Narodick Director February 1, 1997
Sally G. Narodick
/s/ William H. Neukom Director January 31, 1997
William H. Neukom
/s/ N. Stewart Rogers Director January 31, 1997
N. Stewart Rogers
/s/ James E. Warjone Director February 3, 1997
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
February 11, 1997
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
388,144 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 388,144 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.
February 11, 1997 /s/ Ernst & Young LLP
