As filed with the Securities and Exchange Commission on April 26, 2000 Registration No. 333-________ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM S-8 Registration Statement Under The Securities Act of 1933 ROPER INDUSTRIES, INC. ---------------------- (Exact name of registrant as specified in its charter) Delaware 51-0263969 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 160 Ben Burton Road Bogart, Georgia 30622 --------------------- (Address of principal executive offices) Roper Industries, Inc. Employees' Retirement Savings 003 Plan ------------------------------------------------------------- (Full Title of the Plan) Martin S. Headley Vice President and Chief Financial Officer Roper Industries, Inc. 160 Ben Burton Road Bogart, Georgia 30622 (706) 369-7170 (Name, address and telephone number, including area code, of agent for service) ________________________________ Copies Requested to: Gabriel Dumitrescu, Esq. Powell, Goldstein, Frazer & Murphy LLP Sixteenth Floor 191 Peachtree Street, N.E. Atlanta, Georgia 30303 CALCULATION OF REGISTRATION FEE ------------------------------- ==================================================================================================================== Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of be Registered(1) Registered Offering Price Per Aggregate Offering Registration Fee Share(2) Price(2) - -------------------------------------------------------------------------------------------------------------------- Shares of Common Stock 500,000 $30.41 $15,205,000 $4,015 Preferred Stock Purchase Rights(3) 500,000 ==================================================================================================================== (1) Representing shares of the Registrant's common stock, $.01 par value (the "Common Stock"), that may be issued and sold by the Registrant in connection with the Registrant's Employees' Retirement Savings 003 Plan (the "Plan"). This Registration Statement also covers such indeterminable number of additional shares as may become issuable to prevent dilution in the event of stock splits, stock dividends, or similar transactions pursuant to the terms of the Plan. Pursuant to a separate Registration Statement on Form S-8 (Reg. No. 33-71094), the Registrant previously registered 500,000 shares of Common Stock not included in the above figure subject to issuance under the Plan.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, and based upon the average of the high and low sales price of the Common Stock on the New York Stock Exchange on April 25, 2000. (3) The Preferred Stock Purchase Rights will be attached to the shares of Common Stock being registered and will be issued for no additional consideration; therefore, no additional registration fee is required.

Incorporation by reference of contents of Registration Statement on Form S-8 (File No. 33-70194). The contents of the Registration Statement on Form S-8 filed by the Registrant on November 1, 1993, (File No. 33-71094) relating to the Plan are hereby incorporated by reference pursuant to General Instruction E to Form S-8. Item 8. Exhibits. The following exhibits are filed with this Registration Statement. Exhibit Number Description of Exhibit ------ ---------------------- 4.1 Amended and Restated Certificate of Incorporation, including Form of Certificate of Designation, Preferences and Rights of Series A Preferred Stock [Incorporated by reference to Exhibit 3.1 to the Registrants Annual Report on Form 10-K filed January 21, 1998.] 4.2 By-Laws Amended and Restated as of February 22, 2000. (Incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-8 filed April 26, 2000 (File No. 333-35648)). 23.1 Consent of KPMG LLP. 23.2 Consent of Arthur Andersen LLP. 24 Power of Attorney (see signature pages to this Registration Statement).

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 City of Bogart, State of Georgia, on the 26 day of April, 2000. ROPER INDUSTRIES, INC. By: /s/ Derrick N. Key ------------------- Derrick N. Key Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY ----------------- KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Derrick N. Key as his true and lawful attorney- in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Derrick N. Key Chairman of the Board, President April 26, 2000 - --------------------------------- and Chief Executive Officer Derrick N. Key /s/ Martin S. Headley Vice President and Chief Financial - --------------------------------- Officer April 26, 2000 Martin S. Headley /s/ Kevin G. McHugh Controller April 26, 2000 - --------------------------------- Kevin G. McHugh /s/ W. Lawrence Banks Director April 26, 2000 - --------------------------------- W. Lawrence Banks /s/ Luitpold von Braun Director April 26, 2000 - --------------------------------- Luitpold von Braun /s/ Donald G. Calder Director April 26, 2000 - --------------------------------- Donald G. Calder /s/ John F. Fort, III Director April 26, 2000 - --------------------------------- John F. Fort, III /s/ Wilbur J. Prezzano Director April 26, 2000 - --------------------------------- Wilbur J. Prezzano /s/ Georg Graf Schall-Riaucour Director April 26, 2000 - --------------------------------- Georg Graf Schall-Riaucour /s/ Eriberto R. Scocimara Director April 26, 2000 - --------------------------------- Eriberto R. Scocimara /s/ Christopher Wright Director April 26, 2000 - --------------------------------- Christopher Wright

Exhibit Index ------------- Exhibit Number Description of Exhibit ------ ---------------------- 4.1 Amended and Restated Certificate of Incorporation, including Form of Certificate of Designation, Preferences and Rights of Series A Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-k Filed January 21, 1998). 4.2 By-Laws Amended and Restated as of February 22, 2000 (Incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-8 filed April 26, 2000 (File No. 333-35648)). 23.1 Consent of KPMG LLP. 23.2 Consent of Arthur Andersen LLP. 24 Power of Attorney (see signature pages to this Registration Statement).

EXHIBIT 23.1 ------------ CONSENT OF INDEPENDENT AUDITORS The Board of Directors Roper Industries, Inc. We consent to the use of our report incorporated herein by reference. /s/ KPMG LLP --------------------------------- KPMG LLP April 26, 2000 Atlanta, Georgia

EXHIBIT 23.2 ------------ CONSENT OF INDEPENDENT AUDITORS The Board of Directors Roper Industries, Inc. As independent public accountants, we hereby consent to the incorporation of our report included in the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1999 (File No. 1-12273 into this Registration Statement). /s/ Arthur Andersen LLP ------------------------------------- ARTHUR ANDERSEN LLP April 26, 2000 Atlanta, Georgia