8-KOther EventsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Corporate Update (May 8, 2009)

Filed May 8, 2009For Securities:DHR

Summary

Danaher Corporation (DHR) filed an 8-K on May 8, 2009, primarily to disclose a prospectus supplement related to the resale of shares. These shares are to be issued to the company's President and CEO in January 2010, contingent upon the vesting of restricted stock units granted in 2003. This filing ensures these future shares are registered for resale, providing transparency regarding executive compensation and potential share dilution. The prospectus supplement, filed under Rule 424(b)(7) and linked to a Form S-3 registration statement effective the same day, details the registration of these specific shares. The filing also includes an opinion from Danaher's Associate General Counsel and Secretary regarding the legality of registering these shares.

Key Highlights

  • 1Disclosure of a Prospectus Supplement filed on May 8, 2009.
  • 2The supplement registers shares to be issued to Danaher's President and CEO.
  • 3Shares are scheduled for issuance in January 2010 upon vesting of restricted stock units (RSUs).
  • 4The RSUs were originally granted to the CEO in 2003.
  • 5The filing ensures the future resale of these shares is registered with the SEC.
  • 6This action is in accordance with Rule 424(b)(7) under the Securities Act of 1933.
  • 7A legal opinion from company counsel concerning the share registration is included as an exhibit.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the filing of a prospectus supplement, which registers for resale certain shares that will be issued to Danaher's President and CEO in the future.

The shares are expected to be issued to the President and CEO in January 2010, subject to the vesting of restricted stock units that were granted in 2003.

Danaher is registering these future shares for resale in advance to comply with SEC regulations. This allows the CEO to sell the shares once they are issued and vested, ensuring the resale process is compliant from the outset.

The filing indicates these shares are to be issued in connection with the vesting of restricted stock units, suggesting they are part of the company's executive compensation plan. The registration is for the resale of these shares, not necessarily newly issued shares in the traditional sense of a primary offering.