As filed with the Securities and Exchange Commission on February 18, 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(1) Price(1)
Common Stock 305,424 $47.375 $14,469,462 $4,384.69
$.25 par value shares
(1) Estimated based upon the average of the high and low prices of Fluke
Corporation Common Stock reported on the New York Stock Exchange on
February 12, 1997, solely for the purpose of determining the registration
fee pursuant to Rule 457(c).
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
<PAGE>
Subject To Completion, Dated February 18, 1997
PROSPECTUS
Fluke Corporation
305,424 Shares of Common Stock
($.25 Par Value Per Share)
This Prospectus relates to the public offering, which is not being
underwritten, of up to 305,424 shares of Common Stock (the "Stock") of
Fluke Corporation (the "Company") which may be offered from time to time by
certain stockholders of the Company (the "Selling Stockholders") who
received the shares pursuant to the merger of DeskNet Systems, Inc.
("DeskNet") with and into the Company (the "Merger"). These shares were
issued pursuant to an exemption from the registration requirements of the
Securities Act of 1933, as amended, (the "Act") provided by Section 4(2)
thereof. The Company will not receive any of the proceeds from the sale of
the shares.
The Stock may be offered by the Selling Stockholders 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 Stockholders
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 Stockholders 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 Stockholders and any broker-dealers, agents or underwriters
that participate with the Selling Stockholders 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 12, 1997, the closing price for the Common Stock was
$47.25 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 25, 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 February 6, 1997, the Company acquired DeskNet Systems, Inc. which was
merged with and into the Company. DeskNet develops and manufactures
handheld wide area network ATM test tools for the installation and
maintenance of ATM equipment and services.
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 STOCKHOLDERS
The 305,424 shares of Common Stock described in this Prospectus are owned
by the Selling Stockholders listed below. All of the shares offered and
the shares issuable pursuant to the stock warrants hereby were acquired or
will be acquired by the Selling Stockholders in connection with the
acquisition of DeskNet described above.
Beneficial Ownership Beneficial Ownership
Prior to Offering Shares After Offering
Shares Percent Registered Shares Percent
Marvin Schildkraut 118 - 118 0 0
Schildkraut Family
Partners, L.P. 42,356 .5 42,356 0 0
Schildkraut
Enterprises, Inc. 33,212 .4 33,212 0 0
Joseph Cohen 42,475 .5 42,475 0 0
Charles Palanzo 43,577 .5 43,577 0 0
Steven Koller 43,577 .5 43,577 0 0
Edward Sztuka 43,577 .5 43,577 0 0
Joel Morrow 43,577 .5 43,577 0 0
Fred Cohen 11,860 .1 11,860 0 0
Anthony Ahearn 1,095 - 1,095 0 0
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 Stockholders 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 Stockholders 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 Stockholders 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 Stockholders 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 Stockholders
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 Stockholders.
The Stock was originally issued to the Selling Stockholders in connection
with the acquisition by the Company of DeskNet. As part of the
acquisition agreement, the Company agreed to register the Stock under the
Act. 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 $4,384.69
Legal fees and expenses* 500.00
Auditors' fees and expenses* 500.00
Miscellaneous expenses* 100.00
Total $5,484.69
* 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 14, 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
305,424 shares of Common Stock, $.25 par value, of the Company (the
"Stock"), which may be sold by the Selling Stockholders.
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 305,424 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 14, 1997 /s/ Ernst & Young LLP
