S-8

As filed with the Securities and Exchange Commission on July 24, 2017

Registration No. 333-                

UNITED STATES

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	59-1995548
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2200 Pennsylvania Ave., N.W., Suite 800W

Washington, D.C. 20037-1701

(Address of principal executive offices) (Zip code)

Danaher Corporation 2007 Omnibus Incentive Plan, as Amended and Restated

(Full title of the plan)

James F. O’Reilly

Vice President, Associate General Counsel and Secretary

2200 Pennsylvania Avenue, N.W., Suite 800W

Washington, D.C. 20037-1701

(202) 828-0850

(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐  (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Danaher Corporation Common Stock, par value $0.01 per share (“Common Stock”)	44,388,473	$82.85	$3,677,584,989	$426,233

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers additional shares that may become issuable under the Plan by reason of certain corporate transactions or events, including any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

(2) Determined on the basis of the average of the high and low sale price of Common Stock as reported on the NYSE on July 20, 2017 of $82.85, solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Danaher Corporation (“Danaher” or the “Registrant”) with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 44,388,473 shares of the Registrant’s common stock, par value $0.01 per share, for issuance pursuant to the Danaher Corporation 2007 Omnibus Incentive Plan, as amended and restated (f/k/a the 2007 Stock Incentive Plan) (the “Plan”). In accordance with General Instruction E to Form S-8, the contents of Registration Statement No. 333-213629, filed with the Commission on September 14, 2016, Registration Statement No. 333-207565, filed with the Commission on October 22, 2015 and amended on January 6, 2016, Registration Statement No. 333-190014, filed with the Commission on July 18, 2013, Registration Statement No. 333-175223, filed with the Commission on June 29, 2011, Registration Statement No. 333-159059, filed with the Commission on May 8, 2009, and Registration Statement No. 333-144572, filed with the Commission on July 13, 2007, are incorporated herein by reference.

For the avoidance of doubt, the 5,000,000 shares issuable pursuant to the Plan and registered on Registration Statement No. 333-207565, filed with the Commission on October 22, 2015 and amended on January 6, 2016, and 1,611,527 of the shares issuable pursuant to the Plan and registered on Registration Statement No. 333-213629, filed with the Commission on September 14, 2016, were identified in such registration statements as shares issuable under the Plan pursuant to the unused Pall Corporation share reserve assumed by Danaher in connection with its acquisition of Pall Corporation in 2015. As disclosed in Danaher’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 31, 2017, effective as of May 9, 2017, these shares that remain to be issued are issuable pursuant to the general share reserve under the Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit No.	Description
4.1	Danaher Corporation 2007 Omnibus Incentive Plan, as amended and restated (incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017) (Commission File Number: 1-8089)
5.1	Opinion of Counsel
23.1	Consent of Counsel (contained in Exhibit 5.1)
23.2	Consent of Ernst & Young LLP, an independent registered public accounting firm
24.1	Power of Attorney (included on the signature pages of this registration statement)

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 24^th day of July, 2017.

DANAHER CORPORATION
By:	/s/ Daniel L. Comas
	Name:	Daniel L. Comas
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Brian W. Ellis and James F. O’Reilly and each of them, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and 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 attorneys-in-fact and agents, and each of them, with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact of any of them, or his or their substitute or substitutes, 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 indicated on July 24, 2017.

Signature	Title	Date
/s/ THOMAS P. JOYCE, JR. Thomas P. Joyce, Jr.	President, Chief Executive Officer, and Director (Principal Executive Officer)	July 24, 2017
/s/ DANIEL L. COMAS Daniel L. Comas	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	July 24, 2017
/s/ ROBERT S. LUTZ Robert S. Lutz	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	July 24, 2017
/s/ STEVEN M. RALES Steven M. Rales	Chairman of the Board	July 24, 2017
/s/ MITCHELL P. RALES Mitchell P. Rales	Chairman of the Executive Committee	July 24, 2017

Signature	Title	Date
/s/ DONALD J. EHRLICH Donald J. Ehrlich	Director	July 24, 2017
/s/ LINDA HEFNER FILLER Linda Hefner Filler	Director	July 24, 2017
/s/ ROBERT J. HUGIN Robert J. Hugin	Director	July 24, 2017
/s/ TERI LIST-STOLL Teri List-Stoll	Director	July 24, 2017
/S/ WALTER G. LOHR, JR. Walter G. Lohr, Jr.	Director	July 24, 2017
/s/ JOHN T. SCHWIETERS John T. Schwieters	Director	July 24, 2017
/s/ ALAN G. SPOON Alan G. Spoon	Director	July 24, 2017
/s/ RAYMOND C. STEVENS, PH.D. Raymond C. Stevens, Ph.D.	Director	July 24, 2017
/s/ ELIAS A. ZERHOUNI Elias A. Zerhouni, M.D.	Director	July 24, 2017

INDEX OF EXHIBITS

Exhibit No.	Description
4.1	Danaher Corporation 2007 Omnibus Incentive Plan, as amended and restated (incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017) (Commission File Number: 1-8089)
5.1	Opinion of Counsel
23.1	Consent of Counsel (contained in Exhibit 5.1)
23.2	Consent of Ernst & Young LLP, an independent registered public accounting firm
24.1	Power of Attorney (included on the signature pages of this registration statement)

EX-5.1

Exhibit 5.1

July 24, 2017

Danaher Corporation

2200 Pennsylvania Avenue, NW, Suite 800W

Washington, DC 20037-1701

Re: Danaher Corporation

Registration Statement on Form S-8

Danaher Corporation 2007 Omnibus Incentive Plan, as amended and restated

Ladies and Gentlemen:

This opinion is furnished in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of Danaher Corporation, a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration of 44,388,473 additional shares of common stock, par value $0.01 per share (the “Shares”), of the Company that may be issued pursuant to or reserved for issuance under the Danaher Corporation 2007 Omnibus Incentive Plan, as amended and restated (f/k/a the 2007 Stock Incentive Plan) (the “Plan”).

I have examined the Registration Statement and such other documents and records of the Company as I have deemed relevant and necessary for purposes of rendering the opinions set forth below. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. I have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Finally, I have assumed the accuracy of all information provided to me by the Company during the course of my investigation, on which I have relied in issuing the opinion expressed below.

My opinion below is qualified to the extent that it may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, usury, fraudulent conveyance or similar laws relating to or affecting the rights or remedies of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of materiality, good faith, reasonableness and fair dealing, and (iv) general equitable principles. Furthermore, I express no opinion as to the availability of any equitable or specific remedy upon any breach of the Plan, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defenses may be subject to the discretion of a court. I express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the General Corporation Law of the State of Delaware. I also express no opinion herein with respect to compliance by the Company with securities or “blue sky” laws of any state or other jurisdiction of the United States or of any foreign jurisdiction. In addition, I express no opinion and make no statement herein with respect to the antifraud laws of any jurisdiction.

Based upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents that I have examined, I am of the opinion that the Shares have been duly authorized for issuance and, when issued and delivered in accordance with the terms and conditions set forth in the Plan, will be validly issued, fully paid and non-assessable.

This opinion has been prepared for your use solely in connection with the filing of the Registration Statement on or about July 24, 2017 and may not be relied upon for any other purpose without my prior written consent. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and I disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of my name therein and in the related prospectus. In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ James F. O’Reilly

James F. O’Reilly

Vice President, Associate General Counsel and Secretary

2

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Danaher Corporation 2007 Omnibus Incentive Plan, as amended and restated, of our reports dated February 24, 2017, with respect to the consolidated financial statements and schedule of Danaher Corporation and the effectiveness of internal control over financial reporting of Danaher Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2016, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Tysons, Virginia

July 24, 2017