Securities Registration (section 12(b)) (8-a12b)
September 18 2019 - 7:54AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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 Avenue, N.W., Suite 800W
Washington, D.C.
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20037-1701
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(Address of principal executive offices)
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(Zip Code)
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DH Europe Finance II
S.à r.l.
(Exact name of registrant as specified in its charter)
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Luxembourg
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98-1495002
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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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1B Heienhaff, L-1736
Senningerberg, Luxembourg
Grand Duchy of Luxembourg
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L-1736
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to
Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be
registered
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0.200% Senior Notes due 2026
0.450% Senior Notes due 2028
0.750% Senior Notes due 2031
1.350% Senior Notes due 2039
1.800% Senior Notes due 2049
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New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
Securities Act registration statement file number to which this form relates: 333-224149 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Danaher Corporation (Danaher) and DH Europe Finance II S.à r.l. (Danaher International II and together with
Danaher, the Registrants) have filed with the Securities and Exchange Commission (the Commission) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the Securities Act), a prospectus supplement,
dated September 3, 2019 (the Prospectus Supplement) and the accompanying prospectus, dated July 9, 2019 (the Base Prospectus). The Prospectus Supplement relates to the 1,250,000,000 aggregate principal amount of
0.200% Senior Notes due 2026, 1,250,000,000 aggregate principal amount of 0.450% Senior Notes due 2028, 1,750,000,000 aggregate principal amount of 0.750% Senior Notes due 2031, 1,250,000,000 aggregate principal amount of 1.350%
Senior Notes due 2039 and 750,000,000 aggregate principal amount of 1.800% Senior Notes due 2049 (collectively, the Notes) issued by Danaher International II. The Notes are fully and unconditionally guaranteed by Danaher. The Base
Prospectus forms a part of the Registrants Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (File No. 333-224149), filed with the
Commission on July 10, 2019, which amends the Registration Statement on Form S-3 (File No. 333-224149), filed with the Commission by Danaher on April 5,
2018 (as amended, the Registration Statement).
Item 1. Description of Registrants Securities to be Registered.
The descriptions under the heading Description of Notes in the Prospectus Supplement and Description of Danaher International
and Danaher International II Debt Securities in the Base Prospectus are incorporated by reference herein. Copies of such descriptions will be filed with The New York Stock Exchange.
Item 2. Exhibits.
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Exhibit No.
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Description
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4.1
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Indenture, dated as of September 18, 2019, by and among DH Europe Finance II S.à r.l., as issuer, Danaher Corporation, as guarantor, and
The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of Danahers Current Report on Form 8-K filed with the Commission on September 18, 2019).
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4.2
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First Supplemental Indenture, dated as of September 18, 2019, by and among DH Europe Finance II S.à r.l., as issuer, Danaher Corporation,
as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 of Danahers Current Report on Form 8-K filed with the Commission on September 18,
2019).
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4.3
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Form of 0.200% Senior Notes due 2026 (included in Exhibit 4.2).
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4.4
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Form of 0.450% Senior Notes due 2028 (included in Exhibit 4.2).
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4.5
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Form of 0.750% Senior Notes due 2031 (included in Exhibit 4.2).
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4.6
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Form of 1.350% Senior Notes due 2039 (included in Exhibit 4.2).
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4.7
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Form of 1.800% Senior Notes due 2049 (included in Exhibit 4.2).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, each Registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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DANAHER CORPORATION
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Date: September 18, 2019
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By:
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/s/ Matthew R. McGrew
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Name: Matthew R. McGrew
Title: Executive
Vice President and Chief Financial Officer
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DH EUROPE FINANCE II S.À. R.L.
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Date: September 18, 2019
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By:
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/s/ Frank T. McFaden
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Name: Frank T. McFaden
Title: Category A
Manager
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