-----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, VImsPwPSbLbkWw7daVO2pFcLIX1y9U1FTtTapSgInVLDbSPxrd1naS+ybFo3UKb+ QLHu4TM6h7fjI6+DiVwFyQ== 0000313616-98-000013.txt : 19980721 0000313616-98-000013.hdr.sgml : 19980721 ACCESSION NUMBER: 0000313616-98-000013 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980716 DATE AS OF CHANGE: 19980720 EFFECTIVENESS DATE: 19980717 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: 333-59269 FILM NUMBER: 98667638 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 16, 1998 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. Washington, DC 20037 (Address of Principal Executive Offices) (202) 828-0850 (Registrant's telephone number, including area code) Danaher Corporation 1998 Stock Option Plan (Full title of the plan) Patrick W. Allender Chief Financial Officer Danaher Corporation 1250 24th Street, N.W. Washington, DC 20037 (202) 828-0850 (Name and address, including zip code, and telephone number, including area code, of agent for service) With a copy to: George P. Stamas, Esq. R. Scott Kilgore, Esq. Wilmer, Cutler & Pickering 2445 M Street, N.W. Washington, DC 20037 (202) 663-6000 CALCULATION OF REGISTRATION FEE Proposed Amount Maximum Title of Securities To Be Offering Price To Be Registered Registered Per Share Shares of Class A Common Stock, $.01 par value . . . . . . . 5,000,000 (1) Proposed Maximum Aggregate Amount of Offering Price Registration Fee $209,289,831 (1) $61,741 (1) (1) In accordance with the terms of the 1998 Stock Option Plan, the exercise price for options may not be less than 100% of the fair market value of the Common Stock at the time the option is granted. In accordance with Rule 457(c), the aggregate offering price and the amount of the registration fee are computed on the basis (a) for 4,752,500 ungranted options, of $42.3125, the average of the high and low prices reported in the New York Stock Exchange on July 9, 1998, and (b) for 247,500 granted options, of $33.13, the weighted average of the actual exercise price specified in those granted options. Options with respect to 10,000,000 shares (as adjusted for a 2-for-1 split in May 1998) carried forward from the 1997 Stock Option Plan have been registered on registration statement no. 333-08361. STATEMENT OF INCORPORATION BY REFERENCE Except as set forth below, the entire contents of the Form S-8 filed by Danaher Corporation (the Company ) on July 17, 1996, Registration Statement No. 333-08361, as amended by Post-Effective Amendment No. 1 thereto, filed by the Company on July 16, 1998 are hereby incorporated by reference. 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 City of Washington, D.C. on the 16th day of July 1998. DANAHER CORPORATION By:/s/ C. SCOTT BRANNAN C. Scott Brannan Vice President, Administration & Controller POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below under the heading "Signature" constitutes and appoints C. Scott Brannan and W. Patrick Allender as his or her true and lawful attorney-in-fact each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute, acting alone, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ STEVEN M. RALES Chairman of the Board July 16, 1998 Steven M. Rales /s/ GEORGE M. SHERMAN Chief Executive Officer, July 16, 1998 George M. Sherman President and Director /s/ PATRICK W. ALLENDER Senior Vice President, July 16, 1998 Patrick W. Allender Chief Financial Officer and Secretary /s/ MITCHELL P. RALES Chairman of the Executive July 16, 1998 Mitchell P. Rales Committee and Director /s/ C. SCOTT BRANNAN Vice President, Administration July 16, 1998 C. Scott Brannan and Controller /s/ MORTIMER M. CAPLIN Director July 16, 1998 Mortimer M. Caplin /s/ DONALD J. EHRLICH Director July 16, 1998 Donald J. Ehrlich /s/ WALTER G. LOHR, JR. Director July 16, 1998 Walter G. Lohr, Jr. /s/ A. EMMET STEPHENSON, JR. Director July 16, 1998 A. Emmet Stephenson, Jr. EXHIBIT INDEX Exhibit Number Description 3.1 Certificate of Incorporation of Danaher Corporation. (a) 3.2 Certificate of Amendments to the Certificate of Incorporation (b) 3.3 Bylaws of Danaher Corporation. (b) 4 1998 Stock Option Plan (c) 5 Opinion of Wilmer, Cutler & Pickering, as to the legality of the securities being registered. 23.1 Consent of Arthur Andersen LLP, as independent public accountants for Danaher Corporation. 23.2 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5) 24 Power of attorney (included on signature pages of this Registration Statement). ___________ (a) Incorporated herein by reference to the Registrant's Schedule 14A, filed with the Commission on October 10, 1986. (b) Incorporated herein by reference to the Registrant's Statement on Form 10-Q, filed with the Commission on July 16, 1998. (c) Incorporated herein by reference to the Registrant's Statement on Form 10-K, filed with the Commission on March 17, 1998. EX-1 2 July 15, 1998 Danaher Corporation 1250 24th Street, N.W. Suite 800 Washington, D.C. 20037 Re: Danaher Corporation Registration Statement on Form S-8 Dear Gentlemen: We have acted as counsel to Danaher Corporation, a Delaware corporation (the Company ), in connection with a registration statement on Form S-8 (the Registration Statement ) to be filed with the Securities and Exchange Commission (the Commission ) under the Securities Act of 1933, as amended. The Registration Statement relates to the registration of the shares of Common Stock of the Company, par value $0.01 per share (the Shares ), to be issued upon exercise of options issued pursuant to the Company's 1998 Stock Option Plan (the Plan ). For the purposes of this opinion, we have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary. Based solely upon the foregoing, and upon our examination of such questions of law and statutes as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that (a) the Shares have been lawfully and duly authorized; and (b) such Shares will be validly issued, fully paid and nonassessable upon payment of the exercise price established pursuant to the Plan for Shares issued upon exercise of options granted thereunder. We are members of the bar of the District of Columbia and the State of 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 Delaware. Although we do not hold ourselves out as being experts in the laws of Delaware, we have made an investigation of such laws to the extent necessary to render our opinion. Our opinion is rendered only with respect to the laws and the rules, regulations and orders thereunder that are currently in effect. 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 for your use in connection with the filing of the Registration Statement on or about July 15, 1998, 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 Registration Statement. Sincerely, WILMER, CUTLER & PICKERING By: MARK A. DEWIRE Mark A. Dewire, a partner EX-2 3 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 29, 1998 included (or incorporated by reference) in Danaher Corporation's Form 10-K for the year ended December 31, 1997 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Washington, D.C. July 16, 1998 -----END PRIVACY-ENHANCED MESSAGE-----