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Securities to be offered to employees in employee benefit plans

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As filed with the Securities and Exchange Commission on October 22, 2015

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)

2200 Pennsylvania Ave., N.W., Suite 800W

Washington, D.C. 20037-1701

(Address of principal executive offices) (Zip code)

Pall Corporation 2012 Stock Compensation Plan, as Amended

(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)

Copy to:

Michael A. Civale

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036-6522

(212) 735-3000

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.

CALCULATION OF REGISTRATION FEE

EXPLANATORY NOTE

Danaher Corporation (the Registrant) is filing this registration statement on Form S-8 to register up to 5,955,982 shares of its Common Stock, par value $0.01 per share, issuable in connection with the Pall Corporation 2012 Stock Compensation Plan, as amended (the Pall Plan), under the Securities Act of 1933, as amended (the Securities Act).

On May 12, 2015, the Registrant, Pall Corporation (Pall), and Pentagon Merger Sub, Inc. (Merger Sub) entered into an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement) (the Effective Time), Merger Sub was merged with and into Pall (the Merger), with Pall continuing after the Merger as the surviving corporation and an indirect wholly owned subsidiary of the Registrant. Pursuant to and subject to the terms of the Merger Agreement, at the Effective Time, among other things, the Registrant assumed the Pall Plan, including certain restricted stock units of Pall outstanding under the Pall Plan (the Restricted Stock Units), which covers the Registrants Common Stock, subject to the terms and conditions of the underlying award agreements. The aggregate number of the Registrants Common Stock subject to the Restricted Stock Units under the Pall Plan is 955,982 shares. In addition, the Registrant has reserved 5,000,000 shares of its Common Stock that may be issued for future awards granted by the Registrant under existing share reserves of the Pall Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange Commission (the SEC) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and, in accordance therewith, files reports, proxy statements and other information with the SEC. The following documents, which are on file with the SEC, are incorporated by reference into this registration statement:

(a) The Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on February 25, 2015 (including the Registrants Definitive Proxy Statement on Schedule 14A filed with the SEC on March 27...


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