Securities Registration: Employee Benefit Plan (s-8)
July 24 2017 - 08:49AM
Edgar (US Regulatory)
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)
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Delaware
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59-1995548
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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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. OReilly
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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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
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Title of securities to be registered
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Amount to be
registered
(1)
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Proposed maximum
offering price per
share
(2)
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Proposed maximum
aggregate offering
price
(2)
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Amount of
registration fee
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Danaher Corporation Common Stock, par value $0.01 per share
(Common Stock)
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44,388,473
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$82.85
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$3,677,584,989
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$426,233
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(1)
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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 Registrants
outstanding shares of Common Stock.
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(2)
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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.
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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 Registrants 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 Danahers 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
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Exhibit No.
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Description
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4.1
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Danaher Corporation 2007 Omnibus Incentive Plan, as amended and restated (incorporated by reference from Exhibit 10.1 to Danaher Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2017) (Commission File
Number: 1-8089)
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5.1
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Opinion of Counsel
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23.1
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Consent of Counsel (contained in Exhibit 5.1)
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23.2
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Consent of Ernst & Young LLP, an independent registered public accounting firm
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24.1
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Power of Attorney (included on the signature pages of this registration statement)
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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.
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DANAHER CORPORATION
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By:
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/s/ Daniel L. Comas
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Name:
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Daniel L. Comas
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Title:
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Executive Vice President and Chief Financial Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Brian W. Ellis and James F. OReilly 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.
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Signature
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Title
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Date
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/s/ THOMAS P. JOYCE, JR.
Thomas P. Joyce, Jr.
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President, Chief Executive Officer, and Director
(Principal Executive Officer)
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July 24, 2017
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/s/ DANIEL L. COMAS
Daniel L. Comas
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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July 24, 2017
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/s/ ROBERT S. LUTZ
Robert S. Lutz
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Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
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July 24, 2017
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/s/ STEVEN M. RALES
Steven M. Rales
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Chairman of the Board
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July 24, 2017
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/s/ MITCHELL P. RALES
Mitchell P. Rales
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Chairman of the Executive Committee
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July 24, 2017
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Signature
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Title
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Date
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/s/ DONALD J. EHRLICH
Donald J. Ehrlich
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Director
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July 24, 2017
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/s/ LINDA HEFNER FILLER
Linda Hefner Filler
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Director
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July 24, 2017
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/s/ ROBERT J. HUGIN
Robert J. Hugin
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Director
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July 24, 2017
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/s/ TERI LIST-STOLL
Teri List-Stoll
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Director
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July 24, 2017
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S
/ WALTER G. LOHR, JR.
Walter G. Lohr, Jr.
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Director
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July 24, 2017
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/s/ JOHN T. SCHWIETERS
John T. Schwieters
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Director
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July 24, 2017
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/s/ ALAN G. SPOON
Alan G. Spoon
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Director
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July 24, 2017
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/s/ RAYMOND C. STEVENS, PH.D.
Raymond C. Stevens, Ph.D.
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Director
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July 24, 2017
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/s/ ELIAS A. ZERHOUNI
Elias A. Zerhouni, M.D.
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Director
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July 24, 2017
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INDEX OF EXHIBITS
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Exhibit No.
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Description
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4.1
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Danaher Corporation 2007 Omnibus Incentive Plan, as amended and restated (incorporated by reference from Exhibit 10.1 to Danaher Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2017) (Commission File
Number: 1-8089)
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5.1
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Opinion of Counsel
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23.1
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Consent of Counsel (contained in Exhibit 5.1)
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23.2
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Consent of Ernst & Young LLP, an independent registered public accounting firm
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24.1
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Power of Attorney (included on the signature pages of this registration statement)
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