- Current report filing (8-K)
November 19 2010 - 1:28PM
Edgar (US Regulatory)
UNITED
STATES
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
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Date
of Report (Date of Earliest Event Reported):
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November
19, 2010
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Keithley
Instruments, Inc.
__________________________________________
(Exact
name of registrant as specified in its charter)
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Ohio
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1-9965
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34-0794417
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_____________________
(State
or other jurisdiction
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_____________
(Commission
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______________
(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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28775
Aurora Road, Solon, Ohio
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44139
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_________________________________
(Address
of principal executive offices)
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___________
(Zip
Code)
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Registrant’s
telephone number, including area code:
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(440)
248-0400
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Not
Applicable
______________________________________________
Former
name or former address, if changed since last report
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.07. Submission of Matters to a Vote of Security Holders.
Keithley Instruments, Inc., an Ohio
corporation (the “Company”)
held a special meeting
of shareholders on November 19, 2010, at which its shareholders voted to approve
and adopt the Agreement and Plan of Merger, dated as of September 29, 2010 (the
“Merger Agreement”), among Danaher Corporation, a Delaware corporation
(“Danaher”), Aegean Acquisition Corp., an indirect wholly-owned
subsidiary of Danaher and an Ohio corporation, and the Company. Set
forth below are the voting results for the proposal considered and voted upon at
the special meeting of shareholders:
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Proposal:
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Approval
and adoption of the Agreement and Plan of Merger, dated as of September
29, 2010, among Danaher Corporation, Aegean Acquisition Corp. and Keithley
Instruments, Inc. and the transactions contemplated
thereby.
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Common
Shares
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Class
B Common Shares*
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Total
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FOR
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10,708,535
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21,485,020
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32,193,555
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AGAINST
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94,746
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0
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94,746
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ABSTAIN
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6,803
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0
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6,803
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BROKER
NON-VOTES
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0
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0
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0
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* Number
of votes reported reflects the ten votes cast by each Class B common share
outstanding as of the record date.
The votes cast in favor of approval and
adoption of the Merger Agreement represented approximately 90% of the voting
power of the common shares and Class B common shares of the Company issued and
outstanding as of the record date for the special meeting.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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EXHIBIT
NUMBER
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DESCRIPTION
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99.1
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—
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Press
Release dated November 19,
2010.
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SIGNATURES
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.
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Keithley
Instruments, Inc.
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November
19, 2010
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By:
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/s/ Mark J.
Plush
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Name:
Mark J. Plush
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Title:
Senior Vice President and Chief Financial Officer
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EXHIBIT
INDEX
99.1
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Press
Release dated November 19, 2010.
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