-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WboSAX3oxdenz44Dl6YkD6yK4g6HmcRUTLw9wMKFnA12mgzHy2yk/YpfdUhCA91R KBnwKH0X373oSdhba+Lfqw== 0000313616-96-000010.txt : 19980721 0000313616-96-000010.hdr.sgml : 19980721 ACCESSION NUMBER: 0000313616-96-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960717 DATE AS OF CHANGE: 19960716 EFFECTIVENESS DATE: 19960805 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANAHER CORP /DE/ CENTRAL INDEX KEY: 0000313616 STANDARD INDUSTRIAL CLASSIFICATION: 3420 IRS NUMBER: 591995548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-08361 FILM NUMBER: 96596316 BUSINESS ADDRESS: STREET 1: 1250 24TH ST NW STREET 2: SUITE 800 CITY: WASHINGTON STATE: DC ZIP: 20037 BUSINESS PHONE: 2028280850 MAIL ADDRESS: STREET 1: 1250 24TH STREET NW STREET 2: SUITE 800 CITY: WASHINGTON STATE: DC ZIP: 20037 FORMER COMPANY: FORMER CONFORMED NAME: DMG INC DATE OF NAME CHANGE: 19850221 S-8 1 As filed with the Securities and Exchange Commission on July 17, 1996 Registration No. 333- . . . . . . SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 DANAHER CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 59-1995548 (I.R.S. employer identification number) 1250 24th Street, N.W. , Suite 800 Washington, D.C. 20037 (Address of Principal Executive Offices) DANAHER CORPORATION 1987 STOCK OPTION PLAN (As Amended, May 15, 1996) GEORGE M. SHERMAN President and Chief Executive Officer Danaher Corporation 1250 24th Street, N.W., Suite 800 Washington, D.C. 20037 (202) 828-0850 (Name and address, including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Title of Securities To Be Registered Amount To Be Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Shares of Common Stock (par value $.01 per share). . . . . . . . . . . . . . . . . . . . . . . . . . . 1,400,00 0(1) $36.125 (2) $50,575,00 0(2) $15,804.69( 2) Options with respect to the foregoing shares of Common Stock. . . . . . . . . . . . . . . . . . . . . . . . 1,400,00 0 NA NA NA Stock Appreciation Rights based on the foregoing shares of Common Stock. . . . . . . . . . . . . . . . . . . . . . . . 1,400,00 0 NA NA NA (1) The offering made herein relates to 1,400,000 shares of Common Stock of Danaher Corporation (the Corporation ) that are issuable upon the exercise of stock options or upon the exercise of stock appreciation rights related to such options that have been or will be granted by the Corporation, without cash consideration, to certain key employees of the Corporation and its subsidiaries under its 1987 Stock Option Plan (as amended May 15, 1996). (2) Pursuant to Rule 457, the proposed maximum offering price per share, proposed maximum aggregate offering price and amount of registration fee are based upon the average of the high and low prices of Registrant's Common Stock on July 16, 1996 as reported in The Wall Street Journal (Eastern Edition) on July 17, 1996. INFORMATION REQUIRED BY GENERAL INSTRUCTION E In accordance with General Instruction E, Danaher Corporation (the Corporation ) submits the following information with respect to the registration of 1,400,000 shares of additional securities: INCORPORATION OF DOCUMENTS BY REFERENCE The following documents have been filed by the Corporation with the Securities and Exchange Commission and are incorporated herein by reference: (a) The Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1995; (b) All other reports filed by the Corporation pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 since December 31, 1995, including the Corporation's Quarterly Report on Form 10-Q for the quarters ended March 29, 1996; and June 28, 1996; (c) The description of the Corporation's Common Stock contained in the Registration Statement on Form 8-B filed with the Securities and Exchange Commission on November 3, 1986; and (d) The Registration Statements, on Form S-8, dated April 29, 1988 (File No. 33-21618); dated December 5, 1989 (File No. 33- 32402); dated July 23, 1992 (File No. 33-49864); and dated July 21, 1994 (File No. 33-54669). All documents subsequently filed by the Corporation pursuant to Sections 13, 14 and 15(d) of the 1934 Act subsequent to the date of this Registration Statement and prior to the filing of a post effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The documents required to be so modified or superseded shall not be deemed, except as so modified and superseded, to constitute a part of this Registration Statement. INFORMATION REQUIRED IN THE NEW REGISTRATION STATEMENT THAT IS NOT IN THE EARLIER REGISTRATION STATEMENTS 1987 STOCK OPTION PLAN The Danaher Corporation 1987 Stock Option Plan (the 1987 Plan ) was adopted by the Board of Directors on September 21, 1987. It was approved by the shareholders of the Corporation on October 20, 1987. The Board of Directors and the shareholders have approved amendments to the 1987 Plan and have increased the number of shares available for award from 500,000 to 3,600,000 shares. On March 12, 1996, the Board of Directors approved an amendment to the 1987 Plan to increase the number of shares available for award from 3,600,000 to 5,000,000 shares; to extend the period for the award of stock options or stock appreciation rights to February 23, 2006; and to increase the number of shares that may be issued to any individual with respect to awards made under the Plan from 500,000 to 1,000,000 shares. On May 15, 1996, the shareholders of the Corporation approved this amendment. Securities Subject to the 1987 Plan The Danaher Corporation 1987 Stock Option Plan provides for the grant of options to purchase up to 5,000,000 shares of Common Stock. The Common Stock to be issued under the Plan will be issued directly by the Corporation. No fees, commissions, or other charges will be assessed against option holders, or affect the number of shares of Common Stock awarded to an option holder pursuant to the exercise of an option, or affect the amount paid to an option holder under any stock appreciation right granted under the 1987 Plan. In the event of any change in the number of issued shares of Common Stock resulting from a subdivision or consolidation of shares or other capital adjustment, or the payment of a stock dividend or other increase or decrease in such shares, the 1987 Plan provides that appropriate adjustments shall be made with respect to outstanding stock options and stock appreciation rights and the aggregate number of shares of Common Stock on which stock options and stock appreciation rights may be granted to participants pursuant to the 1987 Plan. In the event that any outstanding stock option or stock appreciation right lapses or the rights of the participant to whom it was granted terminate, any shares of Common Stock subject to such stock option or stock appreciation right shall again be available for grant under the 1987 Plan. Exercise of Options The option price per share for non-qualified stock options granted under the 1987 Plan is determined by the Board of Directors or the Committee and may not be less than 85% of the fair market value of a share of Common Stock on the date of granting the stock options. For purposes of the 1987 Plan, fair market value is the average of the bid and asked prices for Common Stock on the date of grant, as reported by a recognized quotation service, or if there are not quotations on the grant date, on the date nearest proceeding on which quotations are reported. In the absence of such quotations, or if the Common Stock is not publicly traded, fair market value is determined by the Board of Directors or the Committee. Upon exercise, the option price is to be paid in full in cash or, in the discretion of the Board of Directors or the Committee, in Common Stock owned by the optionee having a fair market value on date of exercise equal to the option price or in any combination of cash and Common Stock. Each non-qualified stock option and related stock appreciation right granted under the 1987 Plan shall expire not more than 10 years from the date the stock option is granted. The Board of Directors or the Committee may in its discretion provide that a stock option or stock appreciation right may not be exercised in whole or in part for any period or periods of time specified by the Board of Directors or the Committee. If not immediately exercisable in full, the Board of Directors or the Committee may accelerate the time at which a stock option or stock appreciation right may be exercised. Stock Appreciation Rights In the discretion of the Board of Directors or the Committee, any or all option holders may be given the right, at any time during the option period, to surrender all or part of their stock options and to receive directly from the Corporation a payment equal to the appreciation that would have been realized on the shares of Common Stock had the related stock options been exercised and the acquired shares of Common Stock been sold for their fair market value. The amounts payable by the Corporation upon exercise of a stock appreciation right may be paid in cash, in Common Stock or in any combination of cash and Common Stock as the Board of Directors or the Committee in its sole discretion shall determine. In no event, however, shall the total number of shares which may be received pursuant to a stock appreciation right exceed the total number of shares subject to the related stock option. The stock option to which a stock appreciation right is related shall be used not more than once to calculate the amount to be received pursuant to an exercise of such right. The Board of Directors or the Committee may, in its sole discretion, prohibit the exercise of stock appreciation rights for such period or periods as it deems to be in the best interest of the Corporation. REQUIRED OPINIONS AND CONSENTS Exhibit Description Sequential Number Page No. 5 Opinion of Wilmer, Cutler & Pickering 24A Consent of Wilmer, Cutler & Pickering (contained in Exhibit 5) 24B Consent of Arthur Andersen LLP 25 Power of Attorney SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the District of Columbia, on this 17 day of July, 1996. DANAHER CORPORATION By /s/ George M. Sherman George M. Sherman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. Principal Executive Officer: /s/ George M. Sherman July 17, 1996 George M. Sherman, President and Chief Executive Officer /s/ Patrick W. Allender July 17, 1996 Patrick W. Allender, Senior Vice President and Chief Financial Officer Chief Accounting Officer and Controller: /s/ C. Scott Brannan July 17, 1996 C. Scott Brannan, Controller A Majority of the Board of Directors: Mortimer M. Caplin, Donald J. Ehrlich, Walter G. Lohr, Jr., Mitchell P. Rales, Steven M. Rales, George M. Sherman, A. Emmet Stephenson, Jr. By: /s/ C. Scott Brannan July 17, 1996 C. Scott Brannan For Himself and As Attorney-in-Fact POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, the undersigned Directors of Danaher Corporation, a Delaware corporation (the Corporation ), hereby constitute and appoint C. Scott Brannan the true and lawful agent and attorney-in-fact of the undersigned with full power and Statement of the Corporation on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933 and any amendment or supplements (including post effect amendments) to such Registration Statement relating to the purchase of shares of Common Stock of the Corporation pursuant to the Danaher Corporation 1987 Stock Option Plan. We hereby ratify and confirm all acts taken by such agent and attorney-in- fact as herein authorized. Date: July 17, 1996 /s/ Mortimer M. Caplin Mortimer M. Caplin /s/ Donald J. Ehrlich Donald J. Ehrlich /s/ Walter G. Lohr, Jr. Walter G. Lohr, Jr. /s/ Mitchell P. Rales Mitchell P. Rales /s/ Steven M. Rales Steven M. Rales /s/ George M. Sherman George M. Sherman /s/ A. Emmet Stephenson, Jr. A. Emmet Stephenson, Jr. EXHIBIT 5 July 16, 1996 Danaher Corporation 1250 24th Street, N.W., Suite 800 Washington, D.C. 20037 Re: 1987 Stock Option Plan of Danaher Corporation Ladies and Gentlemen: We have acted as counsel to Danaher Corporation, a Delaware corporation (the "Corporation"), in connection with the preparation by the Company of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, for the registration of 1,400,000 shares of Common Stock, $.01 par value per share (the "Shares") of the Corporation issuable pursuant to the 1987 Stock Option Plan of Danaher Corporation (the "Plan"), stock options relating to the Shares and stock appreciation rights relating to the Shares. For purposes of this opinion, we have examined copies of the following documents: i. An executed copy of the Form S-8; ii. A copy of the document disclosing material information to Plan participants prepared in connection with the Form S-8; iii. A copy of the Plan, as certified on July 15, 1996 by the Secretary of the Company as then being complete, accurate and in effect; iv. A copy of the Certificate of Incorporation, as amended, as certified on July 15, 1996 by the Secretary of the Company as then being complete, accurate and in effect; v. A copy of the Bylaws of the Company, as certified on July 15, 1996 by the Secretary of the Company as then being complete, accurate and in effect; vi. A Unanimous Consent Resolution of the Board of Directors of the Company approving the Plan, dated July 15, 1996 certified by the Secretary of the Company on July 15, 1996 as then being complete, accurate and in effect. 7. A certificate of the Secretary of the Company, dated July 15, 1996. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, and the conformity with the original documents of all documents submitted to us as certified, telecopied, photostatic, or reproduced copies. We have assumed the accuracy of the foregoing certifications, on which we are relying, and have made no independent investigation thereof. We are members of the Bars of the District of Columbia and Maryland and do not hold ourselves out as being experts in the law of any other state. This opinion is limited to the laws of the United States and the General Corporation Law of Maryland. Our opinion is rendered only with respect to the laws and the rules, regulations and orders thereunder that are currently in effect. Based upon, subject to, and limited by the foregoing, we are of the opinion that: 1. The issuance of Shares in accordance with the terms of the Plan has been lawfully and duly authorized. 2. The issuance of options in accordance with the terms of the Plan has been lawfully and duly authorized. 3. The issuance of stock appreciation rights in accordance with the terms of the Plan has been lawfully and duly authorized. 4. The issuance of the Shares upon the exercise of options and stock appreciation rights, when issued in accordance with the terms of the Plan, has been lawfully and duly authorized; and 5. When the Shares have been issued and delivered in accordance with the terms of the Plan, the Shares will be legally issued, fully paid and nonassessable. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion. This opinion has been prepared solely for your use in connection with the filing of the Form S-8 on July 15, 1996, and should not be quoted in whole or in part or otherwise be referred to, nor otherwise be filed with or furnished to any governmental agency or other person or entity, without our express prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Form S-8. Nothing herein shall be construed to cause us to be considered "experts" within the meaning of Section 11 of the Securities Act of 1933, as amended. Sincerely, WILMER, CUTLER & PICKERING EXHIBIT 24B CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated January 26, 1996, included or incorporated by reference in Danaher Corporation's Form 10-K for the year ended December 31, 1995, and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP July 15, 1996 -----END PRIVACY-ENHANCED MESSAGE-----