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 AMENDED AND RESTATED

EXECUTIVE DEFERRED INCENTIVE PROGRAM

(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
Deferred Compensation Obligations (1)		$150,000,000(2)		100%		$150,000,000(2)		$8,370

(1)	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 Danaher Corporation & Subsidiaries Amended and Restated Executive Deferred Incentive Program.

(2)	Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee.

 

 

 

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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 $150,000,000 of deferred compensation obligations for issuance pursuant to the Danaher Corporation & Subsidiaries Amended and Restated Executive Deferred Incentive Program. In accordance with General Instruction E to Form S-8, the contents of Registration Statement No. 333-105198, filed with Commission on May 13, 2003, as amended by Post-Effective Amendment No. 1 filed with the Commission on July 13, 2007, are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.

Exhibits.

 

Exhibit Number		Description of Exhibit
5.1		Opinion of counsel
23.1		Consent of Ernst & Young LLP, an independent registered public accounting firm
23.2		Consent of counsel (included in Exhibit 5.1)
24.1		Power of Attorney
99.1		Danaher Corporation & Subsidiaries Amended and Restated Executive Deferred Incentive Program (incorporated by reference to Exhibit 10.13 to Danaher’s Annual Report on Form 10-K for the year ended December 31, 2008)

 

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

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

 

*	pursuant to power of attorney

 

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

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EXHIBIT INDEX

 

Exhibit Number		Description of Exhibit
5.1		Opinion of counsel
23.1		Consent of Ernst & Young LLP, an independent registered public accounting firm
23.2		Consent of counsel (included in Exhibit 5.1)
24.1		Power of Attorney
99.1		Danaher Corporation & Subsidiaries Amended and Restated Executive Deferred Incentive Program (incorporated by reference to Exhibit 10.13 to Danaher’s Annual Report on Form 10-K for the year ended December 31, 2008)