As filed with the Securities and Exchange Commission on May 8, 2009

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.)
2099 Pennsylvania Avenue, N.W., 12th Floor Washington, D.C.		20006
(Address of Principal Executive Offices)		(Zip Code)

 

 

DANAHER CORPORATION & SUBSIDIARIES RETIREMENT AND SAVINGS PLAN;

DANAHER CORPORATION & SUBSIDIARIES SAVINGS PLAN

(Full title of the plan)

 

 

Jonathan P. Graham

Senior Vice President and General Counsel

James F. O’Reilly

Associate General Counsel and Secretary

2099 Pennsylvania Avenue, N.W., 12th Floor

Washington, D.C. 20006-1813

(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		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

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
Common Stock, $.01 par value		7,000,000 shares (1)(2)		$58.60 (3)		$410,200,000 (3)		$22,890

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Interests in Danaher Corporation & Subsidiaries Retirement and Savings Plan		(4)		(5)		(5)		(5)
Interests in Danaher Corporation & Subsidiaries Savings Plan		(4)		(5)		(5)		(5)

 

(1)

The number of shares being registered represents the number of shares that may be acquired by the Danaher Corporation & Subsidiaries Retirement & Savings Plan or the Danaher Corporation & Subsidiaries Savings Plan in connection with a participant’s election to invest a portion of his or her interest in such plan in a fund that invests in Danaher’s common stock.

 

(2)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of shares as may be required to cover possible adjustments under the plans by reason of any stock dividend, stock split, share combination, exchange of shares, recapitalization, merger, consolidation, separation, reorganization, liquidation or the like, of or by the Registrant.

 

(3)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) of the Securities Act. The price per share and aggregate offering price are calculated on the basis of the average of the high and low sale prices of the Registrant’s Common Stock on the New York Stock Exchange on May 1, 2009, in accordance with Rule 457(c) under the Securities Act.

 

(4)	Pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate number of plan interests to be offered or sold pursuant to the Danaher Corporation & Subsidiaries Retirement and Savings Plan and the Danaher Corporation & Subsidiaries Savings Plan.

 

(5)	Pursuant to Rule 457(h)(2) under the Securities Act of 1933, as amended, no separate fee is required to register plan interests.

 

2

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EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Danaher Corporation (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 7,000,000 shares of the Registrant’s common stock, par value $.01 per share, for issuance pursuant to the Danaher Corporation & Subsidiaries Retirement and Savings Plan (the “Retirement and Savings Plan”) and the Danaher Corporation & Subsidiaries Savings Plan (the “Savings Plan”) as well as an indeterminate number of plan interests to be offered or sold pursuant to the plans. In accordance with General Instruction E to Form S-8, the contents of Registration Statement No. 333-117678, filed with Commission on July 27, 2004, are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

 

Exhibit Number		Description of Exhibit
4.1		Danaher Corporation & Subsidiaries Retirement and Savings Plan
4.2		Danaher Corporation & Subsidiaries Savings Plan
23.1		Consent of Ernst & Young LLP, an independent registered public accounting firm
24.1		Power of Attorney

The Company previously received determination letters from the Internal Revenue Service (the “IRS”) that the Retirement & Savings Plan and the Savings Plan are each qualified plans under the Internal Revenue Code. The Company hereby undertakes to submit any amendments to the Plans to the IRS in a timely manner, and will make all changes required by the IRS in order to maintain the tax qualifications of the plans.

 

 

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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 May 8, 2009.

 

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 May 8, 2009.

 

Signature		Title
* H. Lawrence Culp, Jr.		President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Daniel L. Comas       Daniel L. Comas		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
* Robert S. Lutz		Vice President and Chief Accounting Officer (Principal Accounting Officer)
* Steven M. Rales		Chairman of the Board
* Mitchell P. Rales		Chairman of the Executive Committee
* Walter G. Lohr, Jr.		Director
* Donald J. Ehrlich		Director
* Mortimer M. Caplin		Director
* John T. Schwieters		Director

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* Alan G. Spoon		Director
* Linda P. Hefner		Director

 

 

 

*	pursuant to power of attorney

 

By:		/s/ James F. O’Reilly
		James F. O’Reilly
		Attorney-in-Fact

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PLAN SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Danaher Corporation & Subsidiaries Retirement and Savings Plan trustee or other person who administers the Plan have duly caused this registration statement to be signed on behalf of the Plan by the undersigned, thereunto duly authorized, in the District of Columbia, on May 8, 2009.

 

Pursuant to the requirements of the Securities Act of 1933, the Danaher Corporation & Subsidiaries Savings Plan trustee or other person who administers the Plan have duly caused this registration statement to be signed on behalf of the Plan by the undersigned, thereunto duly authorized, in the District of Columbia, on May 8, 2009.

 

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EXHIBIT INDEX

 

Exhibit Number		Description of Exhibit
4.1		Danaher Corporation & Subsidiaries Retirement and Savings Plan
4.2		Danaher Corporation & Subsidiaries Savings Plan
23.1		Consent of Ernst & Young LLP, an independent registered public accounting firm
24.1		Power of Attorney