SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 5, 2002
DANAHER CORPORATION
(Exact name of registrant as specified in charter)
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Delaware 001-08089 59-1995548
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
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2099 Pennsylvania Avenue, N.W.
12th Floor
Washington, D.C. 20006-1813
(Address of Principal Executive Offices and Zip Code)
(202) 828-0850
(Registrant's telephone Number, including area code)
ITEM 5. OTHER EVENTS
On March 5, 2002, the Securities and Exchange Commission ("SEC")
declared effective the Registration Statement on Form S-3 (Commission File No.
333-83186) (the "Registration Statement") of Danaher Corporation (the
"Company"), which permits the Company to issue up to an aggregate of
$1,000,000,000 of common stock, preferred stock, warrants, debt securities,
depositary shares, stock purchase contracts and stock purchase units. The
prospectus dated March 5, 2002 included in the Registration Statement is
referred to as the "Prospectus."
On March 5, 2002, the Company issued a press release announcing the
offering of 5,000,000 shares of its common stock, $0.01 par value per share,
pursuant to the Registration Statement. A copy of the press release is attached
to this Current Report on Form 8-K as Exhibit 99.1, and incorporated herein by
reference. On March 6, 2002, the Company issued a press release announcing that
it had completed an offering of 6,000,000 shares of its common stock (together
with the shares to be issued pursuant to the exercise of the over-allotment
option as described below, the "Shares") at a public offering price of $70.00
per share, for aggregate net proceeds of approximately $405,000,000. A copy of
the press release is attached to this Current Report on Form 8-K as Exhibit
99.2, and incorporated herein by reference. The Underwriters (as defined below)
exercised their over-allotment option with respect to 900,000 shares of Company
common stock on March 8, 2002.
The Company has filed with the SEC pursuant to Rule 424(b)(5) under the
Securities Act of 1933, as amended, the Prospectus together with a supplement to
the Prospectus dated March 6, 2002, relating to the issuance and sale of the
Shares.
In connection with the Company's offering of the Shares, the Company
entered into an Underwriting Agreement with Salomon Smith Barney Inc. and Lehman
Brothers Inc., as representatives of the underwriters listed on Schedule I
attached thereto (the "Underwriters"), dated March 6, 2002, a copy of which is
attached as Exhibit 1.1 to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
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1.1 Underwriting Agreement by and among the Company, Salomon Smith
Barney Inc. and Lehman Brothers Inc., dated March 6, 2002.
5.1 Legal Opinion of Wilmer, Cutler & Pickering
23.1 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5.1)
99.1 Press release, dated March 5, 2002
99.2 Press release, dated March 6, 2002
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
DANAHER CORPORATION
By: /s/ Christopher C. McMahon
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Name: Christopher C. McMahon
Title: Vice President and Controller
Dated: March 11, 2002