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ROPER INDUSTRIES, INC.
Table of Contents

As filed with the Securities and Exchange Commission on December 23, 2003

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 
ROPER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
     
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)		   51-0263969
(I.R.S. Employer
Identification No.)
 
2160 Satellite Boulevard, Suite 200
Duluth, Georgia 30097
(770) 495-5100
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 
Shanler D. Cronk
Vice President, General Counsel and Secretary
Roper Industries, Inc.
2160 Satellite Boulevard, Suite 200
Duluth, Georgia 30097
(770) 495-5100
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies requested to:
Mary A. Bernard
Jeffrey M. Stein
King & Spalding LLP
1185 Avenue of the Americas
New York, New York 10036
(212) 556-2100

     Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement, as determined by market conditions and other factors.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-110491

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

                                 
    Amount to be Proposed Maximum Amount of    
Title of Each Class of Securities to be Registered   Registered Aggregate Offering Price Registration Fee    
Debt Securities, Common Stock (including the associated
preferred stock purchase rights) (3), Stock Purchase
Contracts and Equity Units		   $ 11,900,000 (1)   $ 11,900,000 (2)       $963  
(1)   Includes an indeterminate number of debt securities, shares of common stock, stock purchase contracts and equity units as may be issued at indeterminate prices, but with an aggregate initial offering price not to exceed $11,900,000, plus such indeterminate number of shares of common stock as may be issued upon settlement of stock purchase contracts or equity units or upon conversion of debt securities. Includes, in the case of debt securities issued at an original issue discount, such greater principal amount as shall result in an aggregate public offering price not exceeding $11,900,000.
(2)   In U.S. dollars or the equivalent thereof in one or more foreign currencies or composite currencies.
(3)   Each share common stock also includes one preferred stock purchase right. No separate consideration is payable for the preferred stock purchase rights. Accordingly, no additional registration fee is required.

TABLE OF CONTENTS

SIGNATURES
EXHIBIT INDEX
OPINION OF KING & SPALDING LLP
CONSENT OF PRICEWATERHOUSECOOPERS LLP
CONSENT OF PRICEWATERHOUSECOOPERS LLP

Table of Contents

INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, REGISTRATION
NUMBER 333-110491

     Roper Industries, Inc., or Roper, is filing this registration statement pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended. This registration statement relates to the public offering of our debt securities, common stock, stock purchase contracts and equity units contemplated by Registration Statement Number 333-110491, which was originally filed by us with the Securities and Exchange Commission on November 14, 2003 and declared effective by the Securities and Exchange Commission on December 1, 2003.

     Roper is filing this registration statement for the sole purpose of increasing the aggregate principal amount of registered debt securities, common stock, stock purchase contracts and equity units by $11,900,000. The contents of Registration Statement Number 333-110491, including the prospectus contained therein, any prospectus supplement to which the additional debt securities, common stock, stock purchase contracts and equity units relate, and all documents incorporated or deemed to be incorporated by reference into Registration Statement Number 333-110491, and all exhibits to Registration Statement Number 333-110491, are hereby incorporated in this registration statement by reference.

     Roper hereby certifies that it has instructed its bank to transmit to the Securities and Exchange Commission the applicable filing fee by wire transfer from its account to the Securities and Exchange Commission’s account at Wachovia Bank, National Association as soon as practicable, but in no event later than the close of the next business day following the filing of this registration statement. Roper further certifies that it will not revoke the instructions to make the wire transfer and that it has sufficient funds to cover the amount of the filing fee.

II-2

Table of Contents

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 23rd day of December, 2003.

           
     
 
 
By: 		  ROPER INDUSTRIES, INC.
 
/s/ Brian D. Jellison
Brian D. Jellison
Chairman of the Board, President and Chief
Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

             
SIGNATURE   TITLE   DATE
 
 
 
/s/ Brian D. Jellison
Brian D. Jellison		   Chairman of the Board, President and Chief
Executive Officer (principal executive officer)
 
/s/ Martin S. Headley
Martin S. Headley		   Vice President and Chief Financial Officer )
(principal financial officer and accounting officer
 
*
W. Lawrence Banks		   Director
 
*
Donald G. Calder		   Director
 
*
Derrick N. Key		   Director
 
*
John F. Fort III		   Director
 
*
Wilbur J. Prezzano		   Director
 
*
Georg Graf Schall-Riaucour		   Director
 
*
Eriberto R. Scocimara		   Director
 
*
Christopher Wright		   Director
 
*
David W. Devonshire		   Director
     
*By:   /s/ Brian D. Jellison
Brian D. Jellison
Attorney-in-Fact

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Table of Contents

EXHIBIT INDEX

     
EXHIBIT
NUMBER		   DESCRIPTION
 
 
5.1   Opinion of King & Spalding LLP.
 
23.1   Consent of PricewaterhouseCoopers LLP.
 
23.2   Consent of PricewaterhouseCoopers LLP.
 
23.3   Consent of King & Spalding LLP (included in Exhibit 5.1).
 
24.1   Power of Attorney (included on signature page to the Roper Industries, Inc. Form S-3 filed November 14, 2003 (File No. 333-110491)). 


                              KING & SPALDING LLP


                                                                     Exhibit 5.1

                                                   1185 Avenue of the Americas
                                                   New York, New York 10036-4003
                                                   Fax: 212/556-2222
                                                   www.kslaw.com



                                                   Direct Dial: 212/556-2100



December 22, 2003





Roper Industries, Inc.
2160 Satellite Boulevard
Duluth, Georgia 30097

         RE:      ROPER INDUSTRIES, INC.--REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

         We have acted as special counsel to Roper Industries, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-3 filed on the date hereof (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Act"), which relates to the public offering by the Company of up to an
additional $11,900,000 of debt securities ("Debt Securities"), common stock,
0par value $.01 per share ("Common Stock"), stock purchase contracts ("Stock
Purchase Contracts") and equity units ("Equity Units") (collectively, the
"Company Securities") to be issued by the Company. The 462(b) Registration
Statement relates to the Company's Registration Statement on Form S-3 (File No.
333-110491) filed with the Commission on November 14, 2003 under the Act and
Amendment No. 1 to such Registration Statement filed with the Commission on
November 28, 2003 and declared effective by the Commission on December 1, 2003
relating to the public offering by the Company of up to $450,000,000 of Company
Securities (such Registration Statement, as so amended and as so declared
effective, being hereinafter referred to as the "Initial Registration
Statement").

         In such capacity, we have examined the form of Indenture filed as an
exhibit to the Initial Registration Statement. We have also examined, and have
relied as to matters of fact upon, original, certified, conformed or
photographic copies of such corporate records of the Company, such other
agreements and instruments, such certificates of public officials, officers of
the Company and other persons, and such other documents, records, agreements and
certificates as we have deemed necessary as a basis for the opinions hereinafter
expressed. In such examination we have assumed the genuineness of all signatures
on all documents submitted to us as originals and the conformity to original
documents of all copies submitted to us as certified, conformed or





December 22, 2003
Page 2


photographic  copies,  and,  as to  certificates  of public  officials,  we have
assumed the same to be accurate and to have been given properly.

         We have assumed that the execution and delivery of, and the performance
of all obligations under, the Indenture have been duly authorized by all
requisite action by each party thereto, and that such agreement, when executed
and delivered by the parties thereto, will have been duly executed and delivered
by the parties thereto, and will be a valid and binding agreement of the parties
thereto (other than the Company) enforceable against the parties thereto (other
than the Company) in accordance with its terms.

         This opinion is limited in all respects to the federal laws of the
United States of America and the laws of the States of Delaware and New York,
and no opinion is expressed with respect to the laws of any other jurisdiction
or any effect which such laws may have on the opinions expressed herein. This
opinion is limited to the matters stated herein, and no opinion is implied or
may be inferred beyond the matters expressly stated herein.

         Based upon the foregoing, and the other limitations and qualifications
set forth herein, we are of the opinion that:

         (i) The Debt Securities, when the definitive terms and provisions
thereof have been duly established and when duly executed and delivered by the
Company and authenticated by the Trustee in accordance with the Indenture and
delivered to and paid for by the purchasers thereof, will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, subject, as to the enforcement of remedies, to
bankruptcy, insolvency, reorganization, moratorium and similar laws of affecting
creditors' rights generally, general equitable principles and the discretion of
courts in granting equitable remedies.

         (ii) Any shares of Common Stock, when issued and delivered pursuant to
the Registration Statement and paid for by the purchasers thereof, will be duly
authorized and validly issued, fully paid and nonassessable shares of Common
Stock.

         (iii) The Stock Purchase Contracts, when (a) the underwriting or
similar agreement relating to the Stock Purchase Contracts has been duly
authorized, executed and delivered by the parties thereto, (b) the board of
directors of the Company or a duly authorized committee thereof has taken all
necessary corporate action to approve and establish the terms of the Stock
Purchase Contracts and to authorize and approve the issuance thereof and (c) the
Stock Purchase Contracts have been delivered and paid for by the purchasers
thereof, the Stock Purchase Contracts will constitute valid and binding
obligations of the Company enforceable against the Company in accordance with
their terms, subject, as to the enforcement of remedies, to bankruptcy,
insolvency, reorganization, moratorium and similar laws of affecting creditors'
rights generally, general equitable principles and the discretion of courts in
granting equitable remedies.



December 22, 2003
Page 3

         (iv) The Equity Units, when (a) the underwriting or similar agreement
for the Equity Units has been duly authorized, executed and delivered by the
parties thereto, (b) the board of directors of the Company or a duly authorized
committee thereof has taken all necessary corporate action to approve and
establish the terms of the Equity Units and to authorize and approve the
issuance thereof and (c) the Equity Units have been delivered and paid for by
the purchasers thereof, the Equity Units will be validly issued, fully paid and
nonassessable.

         This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for the benefit
of the Company in connection with the matters addressed herein. This opinion may
not be furnished to or relied upon by any person or entity for any purpose
without our prior written consent.

         We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus that is included in the Initial Registration
Statement.



                                                        Very truly yours,

                                                        /s/ King & Spalding LLP






                                                                    Exhibit 23.1
                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reports dated January 31, 2003 relating to the
financial statements of Neptune Technology Group Holdings, Inc. and Water
Management, which appear in Roper Industries, Inc.'s Current Report on Form 8-K
dated November 14, 2003. We also consent to the references to us under the
heading "Experts" in such Registration Statement.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Atlanta, Georgia
December 22, 2003







                                                                  Exhibit 23.2
                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reports dated September 25, 2003 except for Note
18, which the date is October 23, 2003, relating to the financial statements and
financial statement schedule, which appear in Roper Industries, Inc.'s Annual
Report on Form 10-K/A for the year ended October 31, 2002. We also consent to
the references to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Atlanta, Georgia
December 22, 2003