As filed with the Securities and Exchange Commission on September 14, 2016
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 & Subsidiaries Amended and Restated
Executive Deferred Incentive Program
(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 | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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| Title of securities to be registered |
Amount to be registered |
Proposed maximum per share |
Proposed maximum aggregate |
Amount of registration fee | ||||
| Danaher Corporation Common Stock, par value $0.01 per share (“Common Stock”)(1) | 862,154 shares(3) | $77.78(4) | $67,058,339(4) | $6,753 | ||||
| Deferred Compensation Obligations(2) |
$250,000,000(5) | 100% | $250,000,000(5) | $25,175 | ||||
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| (1) | Represents shares of Common Stock to be distributed by Danaher Corporation (the “Registrant”) pursuant to its obligations under the Danaher Corporation & Subsidiaries Amended and Restated Executive Deferred Incentive Program (the “Plan”). |
| (2) | The Deferred Compensation Obligations registered herein are unsecured obligations of the Registrant to pay deferred compensation in the future in accordance with the terms of the Plan. |
| (3) | 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. |
| (4) | Determined on the basis of the average of the high and low sale price of Common Stock as reported on the NYSE on September 9, 2016 of $77.78, solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act. |
| (5) | Calculated pursuant to Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee, based on an estimated amount of $250,000,000 Deferred Compensation Obligations to be offered under the Plan. |
EXPLANATORY NOTE
In connection with the spin-off of Fortive Corporation by Danaher Corporation (the “Registrant”) on July 2, 2016, the number of shares of Registrant common stock, par value $0.01 per share (“Common Stock”) underlying outstanding awards and authorized for future awards were adjusted pursuant to the anti-dilution provisions of the Danaher Corporation & Subsidiaries Amended and Restated Executive Deferred Incentive Program (the “Plan”). This Registration Statement on Form S-8 is being filed by the Registrant with the Securities and Exchange Commission (the “Commission”) for the purpose of registering (1) an additional 862,154 shares of Common Stock for issuance pursuant to the Plan as a result of such adjustment, and (2) an additional $250,000,000 of deferred compensation obligations for issuance pursuant to the Plan. In accordance with General Instruction E to Form S-8, the contents of Registration Statement No. 333-105198, filed with the Commission on May 13, 2003, as amended by Post-Effective Amendment No. 1 filed with the Commission on July 13, 2007, and Registration Statement No. 333-159056, filed with the Commission on May 8, 2009, are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| Exhibit No. | Description | |
| 4.1 | Danaher Corporation & Subsidiaries Amended and Restated Executive Deferred Incentive Program | |
| 5.1 | Opinion of James F. O’Reilly | |
| 5.2 | Opinion of Groom Law Group | |
| 23.1 | Consent of James F. O’Reilly (contained in Exhibit 5.1) | |
| 23.2 | Consent of Ernst & Young LLP, an independent registered public accounting firm | |
| 23.3 | Consent of Groom Law Group (contained in Exhibit 5.2) | |
| 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 13th day of September, 2016.
| 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 September 13, 2016.
| Signature |
Title |
Date | ||
| /s/ THOMAS P. JOYCE, JR. Thomas P. Joyce, Jr. |
President, Chief Executive Officer, and Director (Principal Executive Officer) |
September 13, 2016 | ||
| /s/ DANIEL L. COMAS Daniel L. Comas |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
September 13, 2016 | ||
| /s/ ROBERT S. LUTZ Robert S. Lutz |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) |
September 13, 2016 | ||
| /s/ STEVEN M. RALES Steven M. Rales |
Chairman of the Board |
September 13, 2016 | ||
| /s/ MITCHELL P. RALES Mitchell P. Rales |
Chairman of the Executive Committee |
September 13, 2016 | ||
| /s/ DONALD J. EHRLICH Donald J. Ehrlich |
Director |
September 13, 2016 | ||
| /s/ LINDA HEFNER FILLER Linda Hefner Filler |
Director |
September 13, 2016 | ||
| /s/ ROBERT J. HUGIN Robert J. Hugin |
Director |
September 13, 2016 | ||
| /s/ TERI LIST-STOLL Teri List-Stoll |
Director |
September 13, 2016 | ||
| /s/ WALTER G. LOHR, JR. Walter G. Lohr, Jr. |
Director |
September 13, 2016 | ||
| /s/ JOHN T. SCHWIETERS John T. Schwieters |
Director |
September 13, 2016 | ||
| /s/ ALAN G. SPOON Alan G. Spoon |
Director |
September 13, 2016 | ||
| /s/ ELIAS A. ZERHOUNI Elias A. Zerhouni, M.D. |
Director |
September 13, 2016 | ||
INDEX OF EXHIBITS
| Exhibit No. |
Description | |
| 4.1 | Danaher Corporation & Subsidiaries Amended and Restated Executive Deferred Incentive Program | |
| 5.1 | Opinion of James F. O’Reilly | |
| 5.2 | Opinion of Groom Law Group | |
| 23.1 | Consent of James F. O’Reilly (contained in Exhibit 5.1) | |
| 23.2 | Consent of Ernst & Young LLP, an independent registered public accounting firm | |
| 23.3 | Consent of Groom Law Group (contained in Exhibit 5.2) | |
| 24.1 | Power of Attorney (included on the signature pages of this registration statement) | |